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DROPBOX, INC.·4

Feb 4, 6:12 PM ET

Houston Andrew 4

4 · DROPBOX, INC. · Filed Feb 4, 2026

Research Summary

AI-generated summary of this filing

Updated

Dropbox (DBX) CEO Andrew Houston Sells 164,502 Shares

What Happened

  • Andrew Houston, CEO of Dropbox (DBX), converted 164,502 shares of Class B common stock into 164,502 shares of Class A common stock (one-for-one, no cost) and sold those 164,502 Class A shares in an open-market transaction on Feb 2, 2026 for total proceeds of $4,221,088. The sale was executed under a pre-established Rule 10b5-1 trading plan.

Key Details

  • Transaction date: February 2, 2026; Form 4 filed February 4, 2026 (appears timely — within two business days).
  • Shares converted: 164,502 Class B → 164,502 Class A (conversion at the reporting person’s election; no expiration).
  • Sale: 164,502 shares disposed; weighted-average sale price $25.66; execution price range $25.31–$25.88; total proceeds $4,221,088.
  • Plan/authority: Sold pursuant to a Rule 10b5-1 plan adopted March 12, 2025 (footnote).
  • Ownership after transaction: Not specified in the provided filing excerpt.
  • Related holdings: Some shares are held in various trusts for which Houston or family members serve as trustee (per filing footnotes).

Context

  • This was a sale, not a purchase — routine insider sales under a 10b5-1 plan are pre-arranged and do not necessarily indicate a change in the insider’s view of the company. The conversion was a straightforward one-for-one class conversion (Class B → Class A) before the sale; no cash consideration was paid for the conversion.

Insider Transaction Report

Form 4
Period: 2026-02-02
DROPBOX, INC.DBX
Houston Andrew
DirectorChief Executive Officer10% Owner
Transactions
  • Conversion

    Class A Common Stock

    [F1][F2]
    2026-02-02+164,502→ 164,502 total(indirect: See Footnote)
  • Sale

    Class A Common Stock

    [F3][F4][F2]
    2026-02-02$25.66/sh−164,502$4,221,088→ 0 total(indirect: See Footnote)
  • Conversion

    Class B Common Stock

    [F8][F2]
    2026-02-02−164,502→ 66,617,123 total(indirect: See foonote)
    → Class A Common Stock (164,502 underlying)
Holdings

  • Class A Common Stock

    [F5]
    8,266,666

  • Class A Common Stock

    [F6]
    (indirect: See Footnote)
    716,728

  • Class A Common Stock

    [F7]
    (indirect: See Footnote)
    444,444

  • Class B Common Stock

    [F8][F6]
    (indirect: See Footnote)
    → Class A Common Stock (7,608,764 underlying)
    7,608,764

  • Class B Common Stock

    [F8][F9]
    (indirect: See foonote)
    → Class A Common Stock (500,500 underlying)
    500,500
Footnotes (9)
  • [F1]164,502 shares of Class B Common Stock were converted into 164,502 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date.
  • [F2]Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which Reporting Person serves as trustee.
  • [F3]These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025.
  • [F4]This transaction was executed in multiple trades at prices ranging from $25.31 to $25.88. 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.
  • [F5]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.
  • [F6]Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee.
  • [F7]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.
  • [F8]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.
  • [F9]Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which Reporting Person serves as trustee.
Signature
/s/ Cara Angelmar, Attorney-in-Fact|2026-02-04

Documents

3 files