Dropbox CEO logs share conversion and sale
Dropbox, Inc. Chief Executive Officer Andrew Houston reported a derivative conversion and related share sale.
Rhea-AI Filing Summary
Dropbox, Inc. Chief Executive Officer Andrew Houston reported a derivative conversion and related share sale. An entity associated with him converted 111,166 shares of Class B Common Stock into 111,166 shares of Class A Common Stock, then sold 111,166 Class A shares at a weighted average price of $22.8901 per share.
The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on March 12, 2025, with individual trade prices ranging from $22.39 to $23.07. Following these transactions, Houston continues to hold a substantial stake through direct Class A holdings and multiple trusts, as well as large remaining Class B holdings convertible into Class A on a one-for-one basis with no expiration date.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
8 txns
Insider
Houston Andrew
Role
Chief Executive Officer
Sold
111,166 shs ($2.54M)
Approx. gross sale proceeds
$2.54M
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 111,166 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 111,166 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 111,166 | $22.8901 | $2.54M |
| 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 — 66,896,959 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)
- F1. 111,166 shares of Class B Common Stock were converted into 111,166 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date.
- F2. Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which Reporting Person serves as trustee.
- F3. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025.
- F4. This transaction was executed in multiple trades at prices ranging from $22.39 to $23.07. 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.
- 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.
- F6. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which the Reporting Person serves as trustee.
- 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.
- 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.
- 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
Shares converted: 111,166 shares
Shares sold: 111,166 shares
Weighted average sale price: $22.8901 per share
+5 more
8 metrics
Shares converted
111,166 shares
Class B to Class A conversion on April 1, 2026
Shares sold
111,166 shares
Class A open-market sale on April 1, 2026
Weighted average sale price
$22.8901 per share
Class A sale, trades between $22.39 and $23.07
Direct Class A holdings
8,266,666 shares
Total Class A Common Stock held directly after transactions
Indirect Class A holdings
716,728 shares
One indirect Class A position held through a trust
Additional indirect Class A holdings
444,444 shares
Another indirect Class A position held through a trust
Indirect Class B underlying shares
7,608,764 shares
Convertible into Class A at $0.00, no expiration
Additional Class B underlying shares
500,500 shares
Convertible into Class A at $0.00, no expiration
Key Terms
Rule 10b5-1 trading plan, Class B Common Stock, restricted stock awards, market-based, +1 more
5 terms
Rule 10b5-1 trading plan financial
"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.
Class B Common Stock financial
"111,166 shares of Class B Common Stock were converted into 111,166 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.
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.
market-based financial
"upon achievement of service-based, market-based, and liquidity event-related performance vesting conditions."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Dropbox (DBX) CEO Andrew Houston report in this Form 4?
Andrew Houston reported converting 111,166 Class B shares into 111,166 Class A shares and selling 111,166 Class A shares. These transactions reflect an exercise-and-sell pattern while he continues to hold a large remaining stake through direct and indirect ownership.
What derivative position did Andrew Houston convert in Dropbox (DBX)?
He converted 111,166 shares of Class B Common Stock into 111,166 shares of Class A Common Stock at his election, with a conversion price of $0.00. The Form 4 notes that the Class B shares are convertible into Class A on a one-for-one basis with no expiration date.
How large is the remaining indirect Class B position for Dropbox (DBX) CEO?
After the reported conversion and sale, indirect Class B positions remain that are convertible into 7,608,764 and 500,500 Class A shares. These derivative holdings, with a stated exercise price of $0.00 and no expiration date, indicate a substantial continuing economic interest in Dropbox.
AI-generated analysis. How Rhea-AI works. Not financial advice.
