Dropbox Co-CEO Houston trust sells 354,300 shares

A Co-CEO’s trust sold 354,300 shares under a Rule 10b5-1 trading plan adopted June 11, 2026, after a one-for-one Class B-to-Class A conversion.

Rhea-AI Filing Summary

Dropbox, Inc. reported that 354,300 Class B Common Stock shares held by the Andrew Houston Revocable Trust were converted at Andrew Houston’s election into 354,300 Class A Common Stock shares on October 1, 2026, and the trust sold the Class A shares. The sale’s weighted average price was $34.0102 per share under a Rule 10b5-1 trading plan Houston adopted June 11, 2026. Houston is a Co-CEO, director and 10% owner and serves as trustee.

As of October 1, 2026, reported indirect Class B positions included 7,608,764 shares held by the Houston Remainder Trust and 500,500 held by the Houston 2012 Irrevocable Children’s Trust. Class B shares are convertible one-for-one into Class A shares at the reporting person’s election and have no expiration date.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 8 txns

Insider Houston Andrew

Role Co-CEO

Sold 354,300 shs ($12.05M)

Approx. gross sale proceeds $12.05M

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F8, F2	354,300	$0.00	$0.00
Conversion	Class A Common Stock F1, F2	354,300	$0.00	$0.00
Sale	Class A Common Stock F3, F4, F2	354,300	$34.0102	$12.05M
holding	Class B Common Stock F8, F6	--	--	--
holding	Class B Common Stock F8, F9	--	--	--
holding	Class A Common Stock F5	--	--	--
holding	Class A Common Stock F6	--	--	--
holding	Class A Common Stock F7	--	--	--

Holdings After Transaction: Class B Common Stock — 66,091,029 contracts for 500,500 underlying shares (Indirect, See foonote); Class A Common Stock — 1,161,172 shares (Indirect, See Footnote); Class B Common Stock — 7,608,764 contracts (Indirect, See Footnote); Class A Common Stock — 8,266,666 shares (Direct)

Footnotes (9)

1. F1. 354,300 shares of Class B Common Stock were converted into 354,300 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date.
2. F2. Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which Reporting Person serves as trustee.
3. F3. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 11, 2026.
4. F4. This transaction was executed in multiple trades at prices ranging from $34.0094 to $34.0174. 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. F5. 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. F6. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee.
7. F7. 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. F8. 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. F9. Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which Reporting Person serves as trustee.

Key Figures

Class B shares converted: 354,300 shares Class A shares sold: 354,300 shares Weighted average sale price: $34.0102 per share +4 more

7 metrics

Class B shares converted 354,300 shares Converted into Class A Common Stock at Andrew Houston’s election on October 1, 2026

Class A shares sold 354,300 shares Andrew Houston Revocable Trust sale on October 1, 2026

Weighted average sale price $34.0102 per share Class A Common Stock sale on October 1, 2026

Sale price range $34.0094 to $34.0174 per share Multiple trades in the Class A Common Stock sale

Houston Remainder Trust Class B position 7,608,764 shares Reported indirect position as of October 1, 2026; convertible into Class A Common Stock one-for-one

Houston 2012 Irrevocable Children’s Trust Class B position 500,500 shares Reported indirect position as of October 1, 2026; convertible into Class A Common Stock one-for-one

Restricted stock awards 8,266,666 Class A shares Reported as of October 1, 2026

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, restricted stock awards, liquidity event-related performance vesting conditions

4 terms

Rule 10b5-1 trading plan regulatory

"sold pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sale price financial

"reflects the weighted average sale price"

restricted stock awards financial

"restricted stock awards of Class A Common Stock"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

liquidity event-related performance vesting conditions technical

"liquidity event-related performance vesting conditions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many DBX shares did Andrew Houston’s trust sell?

The Andrew Houston Revocable Trust sold 354,300 Class A Common Stock shares on October 1, 2026, at a weighted average price of $34.0102 per share. The reported trades ranged from $34.0094 to $34.0174 per share and were made under a Rule 10b5-1 trading plan Andrew Houston adopted on June 11, 2026.

How many DBX Class B shares were converted?

354,300 Class B Common Stock shares were converted into 354,300 Class A Common Stock shares at Andrew Houston’s election on October 1, 2026. The Class B shares are convertible one-for-one into Class A shares and have no expiration date.

What vesting terms apply to Andrew Houston’s DBX restricted stock awards?

The 8,266,666 Class A shares reported as restricted stock awards vest over a period of up to ten years following the closing of Dropbox’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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/05/2026 - 04:57 PM Accepted by SEC EDGAR 10/05/2026 - 04:57 PM Learn about SEC filing dates

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)

50 HAWTHORNE STREET

(Street)

SAN FRANCISCO CALIFORNIA 94105

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Co-CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026

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

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

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

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	10/01/2026		C		354,300	A	$0(1)	354,300	I	See Footnote(2)
Class A Common Stock	10/01/2026		S(3)		354,300	D	$34.0102(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)	10/01/2026		C			354,300	(8)	(8)	Class A Common Stock	354,300	$0	65,590,529	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. 354,300 shares of Class B Common Stock were converted into 354,300 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 June 11, 2026.

4. This transaction was executed in multiple trades at prices ranging from $34.0094 to $34.0174. 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	10/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)