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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Houston Andrew

(Last) (First) (Middle)

1800 OWENS STREET

SUITE 200

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DROPBOX, INC. [ DBX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/09/2026		C		36,182	A	$0(1)	36,182	I	See Footnote(2)
Class A Common Stock	01/09/2026		S(3)		36,182	D	$27.5365(4)	0	I	See Footnote(2)
Class A Common Stock	01/12/2026		C		23,818	A	$0(5)	23,818	I	See Footnote(2)
Class A Common Stock	01/12/2026		S(3)		23,818	D	$27.5057(6)	0	I	See Footnote(2)
Class A Common Stock								8,266,666(7)	D
Class A Common Stock								716,728	I	See Footnote(8)
Class A Common Stock								444,444	I	See Footnote(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(10)	01/09/2026		C			36,182	(10)	(10)	Class A Common Stock	36,182	$0	66,805,443	I	See foonote(2)
Class B Common Stock	(10)	01/12/2026		C			23,818	(10)	(10)	Class A Common Stock	23,818	$0	66,781,625	I	See foonote(2)
Class B Common Stock	(10)							(10)	(10)	Class A Common Stock	7,608,764		7,608,764	I	See Footnote(8)
Class B Common Stock	(10)							(10)	(10)	Class A Common Stock	500,500		500,500	I	See foonote(11)

Explanation of Responses:

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.

2. Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which Reporting Person serves as trustee.

3. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025.

4. 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.

5. 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.

6. 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.

7. 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.

8. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee.

9. 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.

10. 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.

11. Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which Reporting Person serves as trustee.

Remarks:

	/s/ Cara Angelmar, Attorney-in-Fact	01/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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.

How many Dropbox shares did Andrew Houston sell and at what prices?

On January 9, 2026, 36,182 Class A shares were sold at a weighted average price of $27.5365 per share. On January 12, 2026, 23,818 Class A shares were sold at a weighted average price of $27.5057 per share.

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 many restricted Dropbox shares does Andrew Houston still hold?

The filing notes 8,266,666 restricted stock awards of Class A Common Stock. These awards can vest over a period of up to ten years following Dropbox’s initial public offering, through March 27, 2028, subject to service-based, market-based, and liquidity event-related performance conditions.

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.