[Form 4] Dropbox, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Dropbox insider transaction summary: Andrew Houston, identified as a director, 10% owner and Chief Executive Officer, converted 92,000 shares of Class B common stock into 92,000 shares of Class A common stock on 08/14/2025 and sold those 92,000 Class A shares under a Rule 10b5-1 trading plan at a weighted average price of $27.8333 per share. The filing shows Mr. Houston retains large indirect holdings through multiple trusts, including 67,375,629 Class A shares and additional indirect Class A holdings of 7,608,764, 500,500, and other restricted awards that vest over time.

Positive

• Maintains substantial indirect ownership via multiple trusts totaling 67,375,629 Class A shares plus additional holdings, indicating continued control and alignment.
• Sale executed under a Rule 10b5-1 plan adopted March 12, 2025, which provides an established, prearranged framework for the disposition.

Negative

• Disposition of 92,000 Class A shares on 08/14/2025 at a weighted average price of $27.8333, representing realized liquidity by the reporting person.
• Some holdings are restricted (restricted stock awards of 8,266,666 Class A shares) that vest over up to ten years, delaying full economic ownership and transferability.

Insights

Securities Analyst

TL;DR: CEO converted and sold 92,000 shares under a 10b5-1 plan while maintaining substantial indirect ownership via trusts.

The filing documents a routine equity conversion and a pre-established Rule 10b5-1 sale by Andrew Houston on 08/14/2025, executed at a weighted average price of $27.8333. The transaction reduced the reporting person’s direct Class A holdings by 92,000 shares, but he continues to hold material indirect positions through multiple trusts totaling tens of millions of Class A shares and restricted awards that vest over several years. This preserves control and aligns with planned liquidity while retaining long-term exposure through restricted and trust-held shares.

Corporate Governance Expert

TL;DR: Transaction appears consistent with pre-set trading plan; significant indirect ownership remains via trusts.

The Form 4 indicates the sale was made pursuant to a Rule 10b5-1 trading plan adopted March 12, 2025, which provides an affirmative defense for insider trades. The conversion feature of Class B to Class A on a one-for-one basis is confirmed and the reporting person serves as trustee for several trusts that hold substantial shares. Restricted stock awards noted will vest over up to ten years, reflecting long-term compensation structure and governance arrangements that sustain executive alignment with shareholders.

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)
08/14/2025

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	08/14/2025		C		92,000	A	$0(1)	92,000	I	See Footnote(2)
Class A Common Stock	08/14/2025		S(3)		92,000	D	$27.8333(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)	08/14/2025		C			92,000	(8)	(8)	Class A Common Stock	92,000	$0	67,375,629	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 foonote(9)

Explanation of Responses:

1. 92,000 shares of Class B Common Stock were converted into 92,000 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 $27.71 to $28.11. 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	08/18/2025
	** 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 did Andrew Houston report on Form 4 for DBX?

The filing reports conversion of 92,000 Class B shares into Class A and the sale of those 92,000 Class A shares on 08/14/2025 at a weighted average price of $27.8333 per share.

Was the sale made under a 10b5-1 plan for DBX?

Yes. The Form 4 states the shares sold were pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 12, 2025.

How much DBX stock does Andrew Houston indirectly own after the transaction?

The filing shows indirect beneficial ownership including 67,375,629 Class A shares plus additional indirect holdings of 7,608,764 and 500,500 Class A shares held in trusts and restricted awards.

Are any of the reported DBX shares restricted?

Yes. The Form 4 discloses 8,266,666 restricted Class A stock awards that vest over up to ten years or upon meeting service, market, and liquidity event conditions.

Who signed the Form 4 filing for Andrew Houston?

The filing was signed by Cara Angelmar, Attorney-in-Fact on 08/18/2025.