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.

Insights

Equity Ownership Analyst

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 11/14/2025 at an exercise price of $0, then sold the same number of Class A shares at a weighted average price of about $30.2299. The sale occurred under a pre-established **Rule 10b5‑1 trading plan** adopted on March 12, 2025, which is designed to systematize trading and reduce concerns about trading on nonpublic information.

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 March 27, 2028, subject to service, market, and liquidity performance conditions, which ties a substantial portion of equity to future company performance milestones.

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 March 27, 2028, as vesting of the large restricted stock awards could change the mix of Class A shares outstanding and the reporting person’s effective voting and economic stake.

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)

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)
11/14/2025

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	11/14/2025		C		101,167	A	$0(1)	101,167	I	See Footnote(2)
Class A Common Stock	11/14/2025		S(3)		101,167	D	$30.2299(4)	0	I	See Footnote(2)
Class A Common Stock								8,266,666(5)	D
Class A Common Stock								716,728	I	See Footnote(6)
Class A Common Stock								444,444	I	See Footnote(7)

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	(8)	11/14/2025		C			101,167	(8)	(8)	Class A Common Stock	101,167	$0	67,035,460	I	See foonote(2)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	7,608,764		7,608,764	I	See footnote(6)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	0		500,500	I	See Footnote(9)

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 $29.98 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.

5. 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.

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

7. 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.

8. 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.

9. 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	11/18/2025
	** 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 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.

At what price were the Dropbox (DBX) shares sold in this Form 4?

The 101,167 Class A shares were sold at a weighted average price of $30.2299 per share, with individual trades executed between $29.98 and $30.49.

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.

How are Dropbox (DBX) Class B shares treated in this insider filing?

The filing explains that Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at Andrew Houston’s election and has no expiration date.

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.

Which entities hold Dropbox (DBX) shares for Andrew Houston’s benefit?

The filing notes holdings in the Andrew Houston Revocable Trust, the Houston Remainder Trust, The Erin Yu Houston Revocable Trust, and the Houston 2012 Irrevocable Children's Trust, where Andrew Houston or his spouse serves as trustee.