Dropbox (NASDAQ: DBX) CEO Houston discloses share sales in Form 4
Rhea-AI Filing Summary
Dropbox, Inc. insider activity: Form 4 reports transactions by Chief Executive Officer, director, and 10% owner Andrew Houston through the Andrew Houston Revocable Trust. On January 9, 2026, 36,182 shares of Class B Common Stock were converted into 36,182 shares of Class A Common Stock at no cost and then sold at a weighted average price of $27.5365 per share. On January 12, 2026, 23,818 Class B shares were similarly converted into 23,818 Class A shares at no cost and sold at a weighted average price of $27.5057 per share.
The sales were made under a Rule 10b5-1 trading plan adopted on March 12, 2025. Following these transactions, Houston continues to hold large indirect positions in Dropbox through various family trusts and has 8,266,666 restricted stock awards of Class A Common Stock, which may vest through March 27, 2028 based on service, market, and liquidity performance conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 23,818 | $0.00 | -- |
| Conversion | Class A Common Stock | 23,818 | $0.00 | -- |
| Sale | Class A Common Stock | 23,818 | $27.5057 | $655K |
| Conversion | Class B Common Stock | 36,182 | $0.00 | -- |
| Conversion | Class A Common Stock | 36,182 | $0.00 | -- |
| Sale | Class A Common Stock | 36,182 | $27.5365 | $996K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- 36,182 shares of Class B Common Stock were converted into 36,182 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date. Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which Reporting Person serves as trustee. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025. This transaction was executed in multiple trades at prices ranging from $27.50 to $27.60. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. 23,818 shares of Class B Common Stock were converted into 23,818 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date. This transaction was executed in multiple trades at prices ranging from $27.50 to $27.54. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. These securities are restricted stock awards of Class A Common Stock. The restricted stock awards vest over a period of up to ten years following the closing of the Issuer's initial public offering of Class A Common Stock, or March 27, 2028, upon achievement of service-based, market-based, and liquidity event-related performance vesting conditions. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee. Shares held by The Erin Yu Houston Revocable Trust u/a/d 1/18/2024, for which the Reporting Person's spouse serves as trustee. The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the Reporting Person's election and has no expiration date. Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which Reporting Person serves as trustee.
FAQ
What insider transactions did Dropbox (DBX) report for Andrew Houston?
The filing reports that Andrew Houston, Dropbox’s Chief Executive Officer, converted Class B Common Stock into Class A Common Stock on January 9 and January 12, 2026 and sold the resulting Class A shares on each date.
Were the Dropbox (DBX) insider sales by Andrew Houston part of a 10b5-1 plan?
Yes. The filing states that the reported sales were made pursuant to a Rule 10b5-1 trading plan adopted by Andrew Houston on March 12, 2025.
What happened to the Class B Common Stock held for Andrew Houston?
The filing explains that 36,182 and 23,818 shares of Class B Common Stock were each converted into an equal number of Class A Common Stock at Andrew Houston’s election, with no expiration date and on a one-for-one basis.
How are Andrew Houston’s remaining Dropbox holdings structured?
The filing indicates that a substantial portion of Andrew Houston’s remaining Dropbox equity is held indirectly through family trusts, including the Andrew Houston Revocable Trust and other related trusts where he or his spouse serves as trustee.