Dropbox (NASDAQ: DBX) CEO trust sale totals 109,498 Class A shares

Rhea-AI Filing Summary

Dropbox, Inc. CEO Andrew Houston reported a derivative conversion and related sale of shares held through trusts. On March 2, 2026, 109,498 shares of Class B Common Stock were converted into 109,498 shares of Class A Common Stock at his election, with no expiration date. The same 109,498 Class A shares, held by a trust for which he serves as trustee, were then sold in open-market transactions at a weighted average price of $24.9444, under a Rule 10b5-1 trading plan adopted on March 12, 2025. Following these transactions, Houston continues to hold 8,266,666 Class A shares directly, plus additional Class A and Class B shares through various trusts.

Insights

Equity governance analyst

Form 4 shows a planned trust-level sale after a share-class conversion, with substantial holdings retained.

The filing details conversion of 109,498 Class B shares into Class A, followed by an open-market sale of those 109,498 Class A shares. Both steps involve trusts where Andrew Houston acts as trustee, highlighting estate and governance structures rather than purely personal trading.

The sale was executed under a Rule 10b5-1 trading plan adopted on March 12, 2025, indicating a pre-arranged schedule. Houston still directly owns 8,266,666 Class A shares and additional shares via trusts, so the transaction appears incremental rather than thesis-changing based on the disclosed figures.

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)
03/02/2026

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	03/02/2026		C		109,498	A	$0(1)	109,498	I	See Footnote(2)
Class A Common Stock	03/02/2026		S(3)		109,498	D	$24.9444(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)	03/02/2026		C			109,498	(8)	(8)	Class A Common Stock	109,498	$0	66,507,625	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. 109,498 shares of Class B Common Stock were converted into 109,498 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 $24.57 to $25.16. 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 the 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	03/04/2026
	** 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 transactions did Dropbox (DBX) report for Andrew Houston on March 2, 2026?

Andrew Houston reported a conversion and sale involving 109,498 Dropbox shares. 109,498 Class B shares were converted into 109,498 Class A shares, then those Class A shares were sold in open-market transactions, all reflected in a Form 4 insider filing.

How many Dropbox (DBX) shares were sold and at what price according to the Form 4?

A trust associated with Andrew Houston sold 109,498 Dropbox Class A shares. The weighted average sale price was $24.9444, with individual trades executed between $24.57 and $25.16, as summarized in the transaction footnotes.

What share-class conversion did Dropbox CEO Andrew Houston report in this Form 4?

The Form 4 shows a conversion of 109,498 Class B shares into 109,498 Class A shares. This one-for-one conversion occurred at Andrew Houston’s election, with the Class B shares having no expiration date on their convertibility into Class A stock.

Was Andrew Houston’s Dropbox (DBX) share sale under a Rule 10b5-1 trading plan?

Yes, the 109,498-share Class A sale was executed under a Rule 10b5-1 trading plan. The footnotes state the plan was adopted on March 12, 2025, indicating the transactions followed a pre-established trading schedule.

How many Dropbox (DBX) shares does Andrew Houston still hold directly after these transactions?

After the reported transactions, Andrew Houston directly holds 8,266,666 Dropbox Class A shares. He also has additional indirect holdings of Class A and Class B shares through several trusts, where he or his spouse serves as trustee.

How are trusts involved in Andrew Houston’s Dropbox (DBX) share ownership?

Several trusts hold Dropbox shares associated with Andrew Houston. These include revocable and irrevocable trusts where he serves as trustee, and a revocable trust where his spouse is trustee, reflecting that many reported holdings and transactions occur at the trust level.