DBX CEO Houston sells 101,167 shares under 10b5-1 plan

Rhea-AI Filing Summary

Andrew Houston, identified as Chief Executive Officer, Director, and a 10% owner of Dropbox, reported multiple transactions on 10/01/2025. He converted 101,167 shares of Class B common stock into 101,167 shares of Class A common stock. On the same date he sold 97,616 shares at a weighted average price of $29.6218 under a Rule 10b5-1 plan adopted on 3/12/2025, then sold the remaining 3,551 shares at a weighted average price of $30.2209, leaving no direct beneficial ownership from that specific lot. The filing notes large restricted stock awards vesting through March 27, 2028 and multiple trusts for which he serves as trustee hold additional shares. The Form 4 is signed by an attorney-in-fact on 10/03/2025.

Insights

Corporate Governance Expert

TL;DR: CEO completed planned sales under a 10b5-1 plan after converting Class B shares to Class A.

What it means: The reporting person holds multiple governance roles (CEO, Director, 10% owner), which concentrates both control and disclosure importance.

Why it matters: Sales by a high‑level insider are material for disclosure and can affect investor perception of insider alignment; these sales, however, were executed under a pre-established 10b5-1 trading plan adopted on 3/12/2025, which the filing explicitly states.

Equity Trading Expert

TL;DR: Converted 101,167 Class B to Class A then sold 101,167 shares in two tranches at weighted averages near $29.62 and $30.22.

What it means: The conversion increased tradable Class A shares, and the reported sales reduced the specific converted position to 0 in the reported lines.

Why it matters: The filing discloses weighted average sale prices and multiple trades; the reporter committed to provide trade-level details on request, which is standard for transparency.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
10/01/2025

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	10/01/2025		C		101,167	A	$0(1)	101,167	I	See Footnote(2)
Class A Common Stock	10/01/2025		S(3)		97,616	D	$29.6218(4)	3,551	I	See Footnote(2)
Class A Common Stock	10/01/2025		S(3)		3,551	D	$30.2209(5)	0	I	See Footnote(2)
Class A Common Stock								8,266,666(6)	D
Class A Common Stock								716,728	I	See Footnote(7)
Class A Common Stock								444,444	I	See Footnote(8)

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	(9)	10/01/2025		C			101,167	(9)	(9)	Class A Common Stock	101,167	$0	67,136,627	I	See foonote(2)
Class B Common Stock	(9)							(9)	(9)	Class A Common Stock	7,608,764		7,608,764	I	See Footnote(10)
Class B Common Stock	(9)							(9)	(9)	Class A Common Stock	500,500		500,500	I	See foonote(11)

Explanation of Responses:

1. 101,167 shares of Class B Common Stock were converted into 101,167 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 $29.13 to $30.12. 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. This transaction was executed in multiple trades at prices ranging from $30.13 to $30.34. 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.

6. 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.

7. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which reporting Person serves as trustee.

8. 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.

9. 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.

10. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee.

11. 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	10/03/2025
	** 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 Dropbox CEO Andrew Houston disclose on Form 4 (DBX)?

The Form 4 reports that Andrew Houston converted 101,167 Class B shares to Class A and sold 97,616 shares at a weighted average of $29.6218 and 3,551 shares at a weighted average of $30.2209 on 10/01/2025.

Were the sales part of a preplanned trading program for DBX insider trades?

Yes. The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 3/12/2025.

How much beneficial ownership did these transactions leave from the converted lot?

After the reported sales the specific converted lot shows 0 shares beneficially owned in the final reported line for that lot.

Does the filing disclose other holdings tied to trusts or restricted awards?

Yes. The filing discloses shares held by multiple trusts for which the reporting person serves as trustee and references restricted stock awards of 8,266,666 shares subject to vesting through March 27, 2028.

Will the filer provide detailed trade prices if requested?

Yes. The filer states they will provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, issuer, or a security holder.