SEC Form 4 · accession 0001734563-26-000019
DROPBOX, INC. · DBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Houston
Officer — Co-CEO · Director · 10% Owner
Period of report
Sep 10, 2026
Accepted (ET)
Sep 14, 2026 · 5:25 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001467623
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Sep 10, 2026 | C | 383,800 | $0.00 | A | 383,800 | I | See Footnote |
| Class A Common StockF4,F2 | Sep 10, 2026 | S | 324,432 | $34.9845 | D | 59,368 | I | See Footnote |
| Class A Common StockF5,F2 | Sep 10, 2026 | S | 59,368 | $35.1894 | D | 0 | I | See Footnote |
| Class A Common StockF6 | holding | — | — | — | 8,266,666 | D | ||
| Class A Common StockF7 | holding | — | — | — | 716,728 | I | See Footnote | |
| Class A Common StockF8 | holding | — | — | — | 444,444 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F9 | — | Sep 10, 2026 | C | 383,800 | D | — | — | Class A Common Stock | 383,800 | 65,944,829 | I |
| Class B Common StockF7,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 7,608,764 | 7,608,764 | I |
| Class B Common StockF10,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 500,500 | 500,500 | I |
Explanation of responses
- F1383,800 shares of Class B Common Stock were converted into 383,800 shares of Class A Common Stock at the election of the Reporting Person and had no expiration date.
- F10Shares held by the Houston 2012 Irrevocable Children's Trust u/a/d 4/12/2012, for which Reporting Person serves as trustee.
- F2Shares held by the Andrew Houston Revocable Trust u/a/d 9/7/2011, for which Reporting Person serves as trustee.
- F3These shares were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 11, 2026.
- F4This transaction was executed in multiple trades at prices ranging from $34.15 to $35.145. 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.
- F5This transaction was executed in multiple trades at prices ranging from $35.15 to $35.28. 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.
- F6These 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.
- F7Shares held by the Houston Remainder Trust u/a/d 12/30/2010, for which Reporting Person serves as trustee.
- F8Shares held by The Erin Yu Houston Revocable Trust u/a/d 1/18/2024, for which the Reporting Person's spouse serves as trustee.
- F9The 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.