Dropbox (NASDAQ: DBX) CEO trust sells 164,502 shares in 10b5-1 trade
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 164,502 shares ($4,221,088)
Net Sell
8 txns
Insider
Houston Andrew
Role
Chief Executive Officer
Sold
164,502 shs ($4.22M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 164,502 | $0.00 | -- |
| Conversion | Class A Common Stock | 164,502 | $0.00 | -- |
| Sale | Class A Common Stock | 164,502 | $25.6598 | $4.22M |
| 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 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 66,617,123 shares (Indirect, See foonote);
Class A Common Stock — 164,502 shares (Indirect, See Footnote);
Class A Common Stock — 8,266,666 shares (Direct)
Footnotes (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. 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 $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. 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 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.
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.
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.