STOCK TITAN

Rubrik (RBRK) director Thompson sells 13,500 shares after 33,000-share option exercises

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Rubrik, Inc. director John Wendell Thompson reported a mix of option exercises, conversions and pre-planned share sales in Rubrik (RBRK) stock. He exercised and converted derivative securities covering a total of 33,000 shares of Class A Common Stock, including options with a $4.38 exercise price.

On the same date, Thompson sold 13,500 shares of Class A Common Stock in open-market transactions at weighted average prices between roughly $81.39 and $83.81 per share, pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2025. After these transactions, he holds 8,362 Class A shares directly and 14,300 Class A shares indirectly through the John and Sandra Thompson Trust.

Thompson also continues to have indirect exposure to 815,338 underlying shares of Class A Common Stock through Class B Common Stock, as reflected in the holding and derivative position disclosures.

Positive

  • None.

Negative

  • None.

Insights

Routine 10b5-1 exercise-and-sell activity with large remaining Rubrik stake.

Director John Wendell Thompson exercised and converted derivative securities into 33,000 shares of Rubrik Class A stock, including stock options at an exercise price of $4.38 per share. He then sold 13,500 shares of Class A in open-market trades.

Footnotes state the sales were executed under a Rule 10b5-1 trading plan adopted on October 6, 2025, indicating the trades were pre-scheduled rather than opportunistic. Weighted average sale prices ranged from about $81.39 to $83.81 per share across multiple transactions.

Post-transaction, Thompson still holds 8,362 Class A shares directly and 14,300 Class A shares via the John and Sandra Thompson Trust, plus indirect exposure to 815,338 underlying Class A shares through Class B stock. Given the scale of remaining holdings, this filing reflects routine portfolio management rather than a thesis-changing move.

Insider THOMPSON JOHN WENDELL
Role null
Sold 13,500 shs ($1.12M)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 11,000 $0.00 --
Exercise Class B Common Stock 11,000 $0.00 --
Conversion Class B Common Stock 11,000 $0.00 --
Sale Class A Common Stock 700 $82.00 $57K
Sale Class A Common Stock 1,500 $82.91 $124K
Sale Class A Common Stock 300 $83.70 $25K
Conversion Class A Common Stock 11,000 $0.00 --
Sale Class A Common Stock 3,100 $82.02 $254K
Sale Class A Common Stock 7,000 $82.81 $580K
Sale Class A Common Stock 900 $83.59 $75K
holding Class B Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 88,946 shares (Direct, null); Class B Common Stock — 61,001 shares (Direct, null); Class A Common Stock — 14,300 shares (Indirect, By John and Sandra Thompson Trust); Class A Common Stock — 19,362 shares (Direct, null); Class B Common Stock — 815,338 shares (Indirect, By John and Sandra Thompson Trust)
Footnotes (1)
  1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.50 to $82.37 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote The shares are held of record by John and Sandra Thompson Trust, for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.50 to $83.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.62 to $83.81 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.39 to $82.36 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.39 to $83.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.41 to $83.81 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. Fully vested. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date.
Shares sold 13,500 shares Class A Common Stock open-market sales on 2026-07-01
Derivative exercises/conversions 33,000 shares Underlying Class A shares from derivative transactions
Option exercise price $4.38/share Stock option (right to buy) for 11,000 shares
Direct Class A holdings 8,362 shares Class A Common Stock held directly after transactions
Indirect Class A via trust 14,300 shares Class A Common Stock held by John and Sandra Thompson Trust
Underlying shares via Class B 815,338 shares Underlying Class A shares from Class B Common Stock, indirect
Sale price ranges $81.39–$83.81 Weighted average price ranges across multiple sale transactions
Net buy/sell shares -13,500 shares Net of buy vs. sell activity in non-derivative trades
Rule 10b5-1 trading plan regulatory
"This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B Common Stock financial
"Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
automatic conversion financial
"will automatically convert into one share of Class A Common Stock upon the sale or transfer"
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SEC Form 4
FORM 4UNITED 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*
THOMPSON JOHN WENDELL

(Last)(First)(Middle)
C/O RUBRIK INC.
3495 DEER CREEK ROAD

(Street)
PALO ALTO CALIFORNIA 94304

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock07/01/2026S(1)700D$82(2)14,300IBy John and Sandra Thompson Trust(3)
Class A Common Stock07/01/2026S(1)1,500D$82.91(4)12,800IBy John and Sandra Thompson Trust(3)
Class A Common Stock07/01/2026S(1)300D$83.7(5)12,500IBy John and Sandra Thompson Trust(3)
Class A Common Stock07/01/2026C11,000A$019,362D
Class A Common Stock07/01/2026S(1)3,100D$82.02(6)16,262D
Class A Common Stock07/01/2026S(1)7,000D$82.81(7)9,262D
Class A Common Stock07/01/2026S(1)900D$83.59(8)8,362D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$4.3807/01/2026M11,000 (9)01/21/2028Class B Common Stock11,000$088,946D
Class B Common Stock(10)07/01/2026M11,000 (10) (10)Class A Common Stock11,000(10)61,001D
Class B Common Stock(10)07/01/2026C11,000 (10) (10)Class A Common Stock11,000(10)50,001D
Class B Common Stock(10) (10) (10)Class A Common Stock815,338815,338IBy John and Sandra Thompson Trust(3)
Explanation of Responses:
1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.50 to $82.37 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote
3. The shares are held of record by John and Sandra Thompson Trust, for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.50 to $83.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.62 to $83.81 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.39 to $82.36 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.39 to $83.35 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.41 to $83.81 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
9. Fully vested.
10. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date.
/s/ Larry Guo, Attorney-in-Fact07/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Rubrik (RBRK) director John W. Thompson report?

John W. Thompson reported exercising and converting derivative securities into 33,000 shares of Rubrik Class A stock, then selling 13,500 Class A shares in open-market trades. The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted in October 2025.

How many Rubrik (RBRK) shares did John W. Thompson sell and at what prices?

Thompson sold 13,500 shares of Rubrik Class A Common Stock. Footnotes state the weighted average sale prices came from multiple trades in ranges roughly between $81.39 and $83.81 per share, reflecting several individual transactions within those price bands.

Were John W. Thompson’s Rubrik (RBRK) share sales made under a Rule 10b5-1 plan?

Yes. A footnote explains the reported sale was effected under a Rule 10b5-1 trading plan adopted on October 6, 2025. Such plans pre-schedule trades, indicating these transactions were part of a structured program rather than discretionary market timing.

What Rubrik (RBRK) holdings does John W. Thompson have after these transactions?

After the reported trades, Thompson holds 8,362 Rubrik Class A shares directly and 14,300 Class A shares indirectly via the John and Sandra Thompson Trust. He also has indirect exposure to 815,338 underlying Class A shares through Class B Common Stock positions.

What options or derivative securities did John W. Thompson exercise in Rubrik (RBRK)?

He exercised derivative securities covering 33,000 underlying Class A shares, including 11,000 shares from a stock option with a $4.38 per-share exercise price. Additional conversions involved Class B Common Stock automatically or voluntarily converting into Class A Common Stock.

How significant are John W. Thompson’s Rubrik (RBRK) sales compared to his remaining stake?

The filing shows 13,500 Class A shares sold versus ongoing holdings of 8,362 Class A shares directly, 14,300 Class A shares via a trust, and 815,338 underlying Class A shares tied to Class B stock. This indicates he retains a substantial Rubrik equity position.