[Form 4] Dropbox, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dropbox, Inc. (DBX) Form 4 summary: Andrew Houston, CEO, director and 10% owner, reported transactions dated 09/08/2025. He converted 45,835 shares of Class B common stock into 45,835 shares of Class A common stock at no cost. The same 45,835 Class A shares were sold under a Rule 10b5-1 trading plan at a weighted average price of $30.0419 per share, reducing that converted lot to zero.

The filing discloses substantial restricted stock awards and trust-held shares: restricted awards of 8,266,666 Class A shares subject to multi-year vesting and additional shares held in revocable and irrevocable trusts for which Mr. Houston is trustee or his spouse is trustee.

Insights

Securities Analyst

TL;DR: Insider converted Class B to tradable Class A shares and sold a small tranche under a 10b5-1 plan; overall ownership remains concentrated via trusts and restricted awards.

The reported conversion of 45,835 Class B shares into Class A shares and the subsequent sale at a weighted average of $30.0419 are clear, executed transactions. The sale was conducted pursuant to a Rule 10b5-1 plan adopted March 12, 2025, which supports compliance and pre-planned liquidity rather than opportunistic trading. Material long-term holdings remain: notably restricted stock awards of 8,266,666 Class A shares subject to vesting and multiple trust holdings, indicating sustained ownership alignment with the company.

Corporate Governance Expert

TL;DR: Filing shows transparent execution under an established 10b5-1 plan and retention of significant economic interest via trusts and long-dated restricted awards.

The Form 4 documents the conversion mechanics between Class B and Class A shares and discloses the use of a Rule 10b5-1 trading plan for the sale of 45,835 shares, which is standard governance practice to mitigate insider trading risk. Multiple trust holdings and large restricted awards (including 8,266,666 restricted shares) suggest continued indirect control and economic exposure despite the small sale.

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
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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)
09/08/2025

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	09/08/2025		C		45,835	A	$0(1)	45,835	I	See Footnote(2)
Class A Common Stock	09/08/2025		S(3)		45,835	D	$30.0419(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)	09/08/2025		C			45,835	(8)	(8)	Class A Common Stock	45,835	$0	67,237,794	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	500,500		500,500	I	See footnote(9)

Explanation of Responses:

1. 45,835 shares of Class B Common Stock were converted into 45,835 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 $30.00 to $30.15. 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	09/10/2025
	** 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 did Andrew Houston report on the Form 4 for DBX?

He reported converting 45,835 Class B shares into 45,835 Class A shares and selling those 45,835 Class A shares under a Rule 10b5-1 plan.

At what price were the sold shares executed?

The shares were sold in multiple trades at prices ranging from $30.00 to $30.15, with a weighted average sale price of $30.0419.

When was the transaction date and when was the Form 4 signed?

The transactions are dated 09/08/2025 and the Form 4 was signed by attorney-in-fact on 09/10/2025.

Does Andrew Houston retain significant holdings after this filing?

Yes. The filing discloses restricted stock awards of 8,266,666 Class A shares and additional shares held in multiple trusts for which he or his spouse serve as trustee.

Was the sale part of a pre-established trading plan?

Yes. The sale was pursuant to a Rule 10b5-1 trading plan adopted on March 12, 2025.