DBX Form 4: Andrew Houston converts 92,000 shares and executes 10b5-1 sale
Rhea-AI Filing Summary
Dropbox insider activity: Andrew Houston converted 92,000 shares of Class B common stock into 92,000 shares of Class A common stock and sold 92,000 shares
The sale was executed under a Rule 10b5-1 trading plan adopted March 12, 2025, at a weighted-average price of $28.5199 per share. The filing lists total beneficial holdings including 67,283,629 shares of Class A common stock and restricted awards of 8,266,666 Class A shares that vest over up to ten years or by March 27, 2028, subject to performance and service conditions.
Positive
- Conversion of 92,000 Class B to Class A shares executed and disclosed
- Sale executed under a Rule 10b5-1 trading plan, with plan adoption date provided
- Detailed disclosure of restricted stock awards and trust holdings, including vesting terms
Negative
- Disposition of 92,000 shares reduced the reported directly held block to zero for that lot
- Material vesting schedule (8,266,666 restricted shares) extends up to ten years, delaying liquidity
Insights
TL;DR: Routine insider conversion and sale under a 10b5-1 plan; large beneficial stake remains concentrated.
This Form 4 shows an insider converted 92,000 Class B shares to Class A and sold those 92,000 shares via a pre-established Rule 10b5-1 plan at a weighted-average price of $28.5199. The filing discloses significant remaining beneficial ownership, including 67,283,629 Class A shares and large restricted awards totaling 8,266,666 Class A shares that vest over multi-year performance and service schedules. The transactions are clearly documented and include trust holdings for which the reporting person serves as trustee.
TL;DR: Disclosure follows Section 16 and Rule 10b5-1 protocols; trustee and restricted-holdings clearly identified.
The report demonstrates compliance with Section 16 reporting and cites a Rule 10b5-1 trading plan adoption date. It identifies multiple trust vehicles holding shares and specifies vesting terms for restricted stock awards, which is useful for transparency around insider alignment and control. No amendments or unexplained exceptions appear in the filing text provided.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 92,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 92,000 | $0.00 | -- |
| Sale | Class A Common Stock | 92,000 | $28.5199 | $2.62M |
| 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)
- 92,000 shares of Class B Common Stock were converted into 92,000 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 $28.28 to $28.92. 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.
