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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 101,167 | $0.00 | -- |
| Conversion | Class A Common Stock | 101,167 | $0.00 | -- |
| Sale | Class A Common Stock | 97,616 | $29.6218 | $2.89M |
| Sale | Class A Common Stock | 3,551 | $30.2209 | $107K |
| 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)
- 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. 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 $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. 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. 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 Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee. Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which Reporting Person serves as trustee.
