[Form 4] Dropbox, Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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)
09/02/2025

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	09/02/2025		C		92,000	A	$0(1)	92,000	I	See Footnote(2)
Class A Common Stock	09/02/2025		S(3)		92,000	D	$28.5199(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)	09/02/2025		C			92,000	(8)	(8)	Class A Common Stock	92,000	$0	67,283,629	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. 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.

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 $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.

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	09/04/2025
	** 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 did Andrew Houston do in the Form 4 for DBX?

He converted 92,000 shares of Class B into Class A and sold 92,000 shares under a Rule 10b5-1 plan.

At what price were the DBX shares sold by the insider?

The shares were sold at a weighted-average price of $28.5199 per share, with trade prices ranging from $28.28 to $28.92.

Was the sale covered by a 10b5-1 trading plan for DBX?

Yes. The Form 4 states the sale was pursuant to a Rule 10b5-1 trading plan adopted on March 12, 2025.

How many Class A shares does the filing show as beneficially owned after the transactions?

The filing reports 67,283,629 Class A common shares beneficially owned following the reported transactions.

Are there restricted shares disclosed in the Form 4?

Yes. The filing lists 8,266,666 restricted Class A shares that vest over up to ten years or by March 27, 2028 upon performance and service conditions.

Do any trusts hold shares for which Houston is trustee?

Yes. The filing identifies multiple trusts (the Andrew Houston Revocable Trust, the Houston Remainder Trust, and the Houston 2012 Irrevocable Children's Trust) for which the reporting person serves as trustee and that hold shares.