Dropbox (NASDAQ: DBX) CEO trust sells 164,502 shares in 10b5-1 trade

Rhea-AI Filing Summary

Dropbox, Inc. CEO Andrew Houston, through a revocable trust, converted and sold shares in a planned trade. On February 2, 2026, the Andrew Houston Revocable Trust converted 164,502 shares of Class B Common Stock into 164,502 shares of Class A Common Stock at no cost.

The trust then sold the same 164,502 Class A shares at a weighted average price of $25.6598, under a Rule 10b5-1 trading plan adopted on March 12, 2025. After these transactions, entities associated with Houston continued to hold substantial interests, including 66,617,123 Class B shares indirectly via the revocable trust and 8,266,666 restricted Class A shares held directly as long-term awards subject to vesting 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
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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)
02/02/2026

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	02/02/2026		C		164,502	A	$0(1)	164,502	I	See Footnote(2)
Class A Common Stock	02/02/2026		S(3)		164,502	D	$25.6598(4)	0	I	See Footnote(2)
Class A Common Stock								8,266,666(5)	D
Class A Common Stock								716,728	I	See Footnote(6)
Class A Common Stock								444,444	I	See Footnote(7)

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	(8)	02/02/2026		C			164,502	(8)	(8)	Class A Common Stock	164,502	$0	66,617,123	I	See foonote(2)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	7,608,764		7,608,764	I	See Footnote(6)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	500,500		500,500	I	See foonote(9)

Explanation of Responses:

1. 164,502 shares of Class B Common Stock were converted into 164,502 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 $25.31 to $25.88. 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. 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.

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

7. 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.

8. 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.

9. 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	02/04/2026
	** 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 transaction did Dropbox (DBX) report for CEO Andrew Houston?

Dropbox reported that a trust associated with CEO Andrew Houston converted 164,502 Class B shares into 164,502 Class A shares, then sold those Class A shares. The trades were reported as indirect holdings, reflecting activity at the trust level rather than a direct personal sale.

How many Dropbox (DBX) shares were sold and at what price?

An associated trust sold 164,502 shares of Dropbox Class A Common Stock. The weighted average sale price was $25.6598, with individual trades executed between $25.31 and $25.88, as disclosed in the transaction footnotes for this Form 4 filing.

Was the Dropbox (DBX) CEO’s stock sale under a Rule 10b5-1 plan?

Yes. The filing states the 164,502 Class A shares were sold under a Rule 10b5-1 trading plan adopted by the reporting person on March 12, 2025. Such plans pre-schedule trades, providing a structured framework for insider stock sales over time.

How many Dropbox (DBX) shares does Andrew Houston’s revocable trust hold after the transaction?

After the reported conversion and sale, the Andrew Houston Revocable Trust indirectly held 66,617,123 shares of Class B Common Stock. These Class B shares are convertible into Class A shares on a one-for-one basis at the election of the reporting person with no stated expiration.

What other Dropbox (DBX) equity awards and trust holdings are reported for Andrew Houston?

The Form 4 shows 8,266,666 restricted Class A shares as awards that vest over up to ten years, subject to service, market, and liquidity conditions. Additional indirect holdings appear in various family trusts, including 7,608,764 and 500,500 Class B shares linked to separate trusts.

What is the significance of Class B to Class A conversion in Dropbox (DBX) shares?

The filing notes Dropbox Class B Common Stock is convertible into Class A on a one-for-one basis at the holder’s election with no expiration. In this case, 164,502 Class B shares were converted to Class A, enabling the subsequent sale of those converted Class A shares.