DBX CEO Andrew Houston reports 101K-share sale under 10b5-1 plan
Rhea-AI Filing Summary
Dropbox, Inc. insider Andrew Houston, the company’s Chief Executive Officer, director, and 10% owner, reported a conversion and sale of shares on 11/14/2025. He converted 101,167 shares of Class B Common Stock into 101,167 shares of Class A Common Stock at no cost, then sold 101,167 Class A shares at a weighted average price of $30.2299 per share under a pre-arranged Rule 10b5-1 trading plan.
After these transactions, Houston continues to hold a substantial stake in Dropbox through a mix of restricted stock awards and multiple trusts. These include 8,266,666 restricted stock awards of Class A Common Stock, which may vest through March 27, 2028 based on service, market, and liquidity performance conditions, along with additional Class A and Class B shares held indirectly in various family trusts. The Class B shares are convertible into Class A on a one-for-one basis at his election and have no expiration date.
Positive
- None.
Negative
- None.
Insights
CEO and 10% owner executed a small, pre-planned sale via 10b5-1; ownership remains very large and structured through multiple trusts.
The filing shows that **Andrew Houston**, CEO, director, and **10% owner** of **Dropbox, Inc.**, converted 101,167 shares of Class B into Class A on
After these transactions, the reporting person still has very large indirect positions through several trusts and derivative holdings. One trust continues to hold **67,035,460** shares of Class B stock that are convertible into Class A on a one‑for‑one basis with no expiration date, and additional Class A positions of **716,728** and **444,444** shares are held through other family trusts. The filing also describes restricted stock awards totaling **8,266,666** Class A shares that vest through up to
What matters here is that the sale represents a very small fraction of the reporting person’s total beneficial ownership, while long‑term equity incentives and control-related Class B holdings remain substantial. The 10b5‑1 plan and the lack of an expiration date on the Class B conversion feature point to an ongoing, flexible equity position rather than a structural reduction in exposure. A useful near‑term focus is on future Form 4 filings around and after
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 | 101,167 | $30.2299 | $3.06M |
| 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 $29.98 to $30.49. 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.
FAQ
What insider transaction did Dropbox (DBX) CEO Andrew Houston report?
Andrew Houston reported converting 101,167 shares of Class B Common Stock into 101,167 shares of Class A Common Stock and then selling 101,167 Class A shares on 11/14/2025.
Was the Dropbox (DBX) insider sale made under a Rule 10b5-1 plan?
Yes. The filing states that the sale of 101,167 Class A shares was made pursuant to a Rule 10b5-1 trading plan adopted by Andrew Houston on March 12, 2025.
What Dropbox (DBX) equity does Andrew Houston still beneficially own after this transaction?
After the reported transactions, Andrew Houston beneficially owns 8,266,666 restricted stock awards of Class A Common Stock and additional Class A and Class B shares held indirectly through several family trusts.
What are the vesting conditions for Andrew Houston’s restricted Dropbox (DBX) stock awards?
The 8,266,666 restricted stock awards of Class A Common Stock may vest over up to ten years following Dropbox’s IPO, or March 27, 2028, based on service-based, market-based, and liquidity event-related performance conditions.