Dropbox (NASDAQ: DBX) CEO executes 37,498-share sale under Rule 10b5-1 trading plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Dropbox CEO Andrew Houston reported an exercise-and-sell transaction involving the company’s dual-class shares. He converted 37,498 shares of Class B Common Stock into the same number of Class A shares at a conversion price of $0.00, then sold 37,498 Class A shares in open-market trades at a weighted average price of $25.9627. The sale was carried out under a Rule 10b5-1 trading plan adopted on March 12, 2025, indicating it was pre-scheduled. After these transactions, he continues to hold substantial positions, including 8,266,666 Class A shares directly and large Class B holdings indirectly through various family trusts that are convertible into Class A on a one-for-one basis with no expiration.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 37,498 shares ($973,549)
Net Sell
8 txns
Insider
Houston Andrew
Role
Chief Executive Officer
Sold
37,498 shs ($974K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 37,498 | $0.00 | -- |
| Conversion | Class A Common Stock | 37,498 | $0.00 | -- |
| Sale | Class A Common Stock | 37,498 | $25.9627 | $974K |
| 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 — 66,358,961 shares (Indirect, See foonote);
Class A Common Stock — 37,498 shares (Indirect, See Footnote);
Class A Common Stock — 8,266,666 shares (Direct, null)
Footnotes (1)
- 37,498 shares of Class B Common Stock were converted into 37,498 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 $25.73 to $26.42. 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.
Key Figures
Shares sold: 37,498 shares
Weighted average sale price: $25.9627 per share
Shares converted: 37,498 shares
+5 more
8 metrics
Shares sold
37,498 shares
Class A Common Stock sold in open-market trades on May 14, 2026
Weighted average sale price
$25.9627 per share
Class A shares sold in multiple trades between $25.73 and $26.42
Shares converted
37,498 shares
Class B Common Stock converted into Class A at $0.00 exercise price
Direct Class A holdings
8,266,666 shares
Class A Common Stock held directly following transactions
Indirect Class B position
66,358,961 shares
Class B Common Stock indirectly held after conversion transaction
Convertible underlying shares
7,608,764 shares
Class A shares underlying an indirect Class B position at $0.00 exercise price
10b5-1 plan adoption date
March 12, 2025
Date Andrew Houston adopted the trading plan used for this sale
Net buy/sell shares
−37,498 shares
Net effect of reported buy and sell activity in this Form 4
Key Terms
Rule 10b5-1 trading plan, restricted stock awards, Class B Common Stock, weighted average sale price, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025."
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.
restricted stock awards financial
"These securities are 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.
Class B Common Stock financial
"37,498 shares of Class B Common Stock were converted into 37,498 shares of Class A Common Stock at the election of the Reporting Person"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
weighted average sale price financial
"The price reported above reflects the weighted average sale price."
performance vesting conditions financial
"upon achievement of service-based, market-based, and liquidity event-related performance vesting conditions."
convertible into the Issuer's Class A Common Stock financial
"The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis"
FAQ
What insider transaction did Dropbox (DBX) CEO Andrew Houston report?
Andrew Houston reported converting 37,498 Class B shares into 37,498 Class A shares, then selling 37,498 Class A shares. The sale was executed as open-market trades under a pre-arranged Rule 10b5-1 trading plan adopted on March 12, 2025.
How are Andrew Houston’s Dropbox (DBX) indirect holdings structured?
Indirect holdings are held through multiple trusts, including revocable and irrevocable family trusts where he or his spouse serves as trustee. These trusts collectively own Class A and Class B shares, giving him indirect economic exposure while some voting and administrative powers are exercised in a trustee capacity.
What are the terms of Andrew Houston’s Dropbox (DBX) restricted stock awards?
The filing notes restricted stock awards of Class A Common Stock that vest over up to ten years after Dropbox’s IPO. Vesting continues through March 27, 2028, and depends on service-based, market-based, and liquidity event-related performance vesting conditions specified in the award terms.