Dropbox co-CEO Andrew Houston sells 383,800 shares

Dropbox Co-CEO Andrew Houston converted and sold 383,800 Class A shares under a pre-set Rule 10b5-1 plan while retaining large direct and trust-held positions.

Rhea-AI Filing Summary

DROPBOX, INC. (DBX) reported that Co-CEO and 10% owner Andrew Houston converted 383,800 shares of Class B Common Stock into Class A Common Stock on September 10, 2026, then sold 383,800 Class A shares in open-market transactions at weighted average prices around $35 per share under a Rule 10b5-1 trading plan. After these transactions, he continues to hold substantial interests through trusts and restricted stock awards, including Class B shares convertible into a reported 8,109,264 Class A shares and 8,266,666 restricted Class A shares subject to long-term vesting conditions.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider Houston Andrew

Role Co-CEO

Sold 383,800 shs ($13.44M)

Approx. gross sale proceeds $13.44M

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F9, F2	383,800	$0.00	$0.00
Conversion	Class A Common Stock F1, F2	383,800	$0.00	$0.00
Sale	Class A Common Stock F3, F4, F2	324,432	$34.9845	$11.35M
Sale	Class A Common Stock F3, F5, F2	59,368	$35.1894	$2.09M
holding	Class B Common Stock F9, F7	--	--	--
holding	Class B Common Stock F9, F10	--	--	--
holding	Class A Common Stock F6	--	--	--
holding	Class A Common Stock F7	--	--	--
holding	Class A Common Stock F8	--	--	--

Holdings After Transaction: Class B Common Stock — 66,445,329 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 (10)

1. F1. 383,800 shares of Class B Common Stock were converted into 383,800 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 $34.15 to $35.145. 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. This transaction was executed in multiple trades at prices ranging from $35.15 to $35.28. 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. F6. 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. F7. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee.
8. F8. 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. F9. 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. F10. 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 to Class A conversion: 383,800 shares Class A shares sold (total): 383,800 shares Sale price, first block: $34.9845 per share +5 more

8 metrics

Class B to Class A conversion 383,800 shares Class B Common Stock converted into Class A on September 10, 2026

Class A shares sold (total) 383,800 shares Aggregate Class A shares sold in open-market transactions on September 10, 2026

Sale price, first block $34.9845 per share Weighted average sale price for 324,432 Class A shares

Sale price, second block $35.1894 per share Weighted average sale price for 59,368 Class A shares

Remaining derivative Class B (trust 1) 7,608,764 underlying Class A shares Indirect Class B holdings convertible one-for-one into Class A

Remaining derivative Class B (trust 2) 500,500 underlying Class A shares Additional indirect Class B holdings convertible one-for-one into Class A

Direct restricted Class A awards 8,266,666 shares Restricted stock awards vesting over up to ten years or by March 27, 2028

Rule 10b5-1 plan adoption date June 11, 2026 Date Houston adopted the trading plan used for these sales

Key Terms

Rule 10b5-1 trading plan, Class B Common Stock, restricted stock awards, liquidity event-related performance vesting conditions, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These shares were 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.

Class B Common Stock financial

"Class B Common Stock is convertible into the Issuer's Class A"

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.

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.

liquidity event-related performance vesting conditions financial

"upon achievement of service-based, market-based, and liquidity event-related"

weighted average sale price financial

"The price reported above reflects the weighted average sale price"

FAQ

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

What insider transactions did DBX Co-CEO Andrew Houston report on September 10, 2026?

Andrew Houston reported converting 383,800 Class B shares into 383,800 Class A shares, then selling those 383,800 Class A shares in two open-market transactions on September 10, 2026, according to the Form 4 data.

At what prices did Andrew Houston’s trusts sell Dropbox (DBX) Class A shares?

The trusts associated with Andrew Houston sold 324,432 Class A shares at a weighted average price of about $34.9845 and 59,368 Class A shares at a weighted average price of about $35.1894, executed in multiple trades within stated price ranges.

Were Andrew Houston’s DBX share sales made under a Rule 10b5-1 trading plan?

Yes. The Form 4 notes that the reported sales were made under a Rule 10b5-1 trading plan adopted by Andrew Houston on June 11, 2026, indicating these transactions followed a pre-established trading schedule.

How many Dropbox (DBX) shares remain in Andrew Houston’s derivative Class B holdings?

After the reported conversion, remaining indirect Class B holdings are shown as convertible into 7,608,764 underlying Class A shares in one trust and 500,500 underlying Class A shares in another trust, all convertible on a one-for-one basis with no expiration date.

What direct Dropbox (DBX) Class A holdings does Andrew Houston report after these transactions?

Andrew Houston reports 8,266,666 Class A shares as restricted stock awards held directly. These awards vest over up to ten years following the IPO closing, or by March 27, 2028, subject to service-based, market-based, and liquidity event-related performance vesting conditions.

How are trusts involved in Andrew Houston’s Dropbox (DBX) holdings and sales?

Several trusts hold shares associated with Andrew Houston. The sold Class A shares were held by the Andrew Houston Revocable Trust, and additional derivative and non-derivative holdings are reported in other trusts where he or his spouse serves as trustee.

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

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Available on EDGAR 09/14/2026 - 05:26 PM Accepted by SEC EDGAR 09/14/2026 - 05:25 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)
09/10/2026

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	09/10/2026		C		383,800	A	$0(1)	383,800	I	See Footnote(2)
Class A Common Stock	09/10/2026		S(3)		324,432	D	$34.9845(4)	59,368	I	See Footnote(2)
Class A Common Stock	09/10/2026		S(3)		59,368	D	$35.1894(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)	09/10/2026		C			383,800	(9)	(9)	Class A Common Stock	383,800	$0	65,944,829	I	See foonote(2)
Class B Common Stock	(9)							(9)	(9)	Class A Common Stock	7,608,764		7,608,764	I	See Footnote(7)
Class B Common Stock	(9)							(9)	(9)	Class A Common Stock	500,500		500,500	I	See foonote(10)

Explanation of Responses:

1. 383,800 shares of Class B Common Stock were converted into 383,800 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 $34.15 to $35.145. 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 $35.15 to $35.28. 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 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	09/14/2026
	** 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)