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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 109,498 | $0.00 | -- |
| Conversion | Class A Common Stock | 109,498 | $0.00 | -- |
| Sale | Class A Common Stock | 109,498 | $24.9444 | $2.73M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which Reporting Person serves as trustee. These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 12, 2025. 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. 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. Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which the Reporting Person serves as trustee. 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. 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. Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which Reporting Person serves as trustee.
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.