Rubrik (RBRK) sales president receives large RSU and PSU equity grants

Rhea-AI Filing Summary

Rubrik, Inc. reported new equity awards for a senior executive. Brian K. McCarthy, President of Global Sales & Field Operations, received 442,022 shares of Class A common stock on January 31, 2026 at a price of $0 per share, described as restricted stock units subject to service-based vesting. After this grant, he beneficially owned 772,794 Class A shares directly.

On the same date, he was granted 147,341 Performance Stock Units. These PSUs convert into Class A common stock only if Rubrik’s Class A share price reaches specified per-share levels and if McCarthy remains in continuous service through each performance achievement date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McCarthy Brian K.

Role Pres.,Global Sales & Field Ops

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	147,341	$0.00	--
Grant/Award	Class A Common Stock	442,022	$0.00	--

Holdings After Transaction: Performance Stock Units — 147,341 shares (Direct); Class A Common Stock — 772,794 shares (Direct)

Footnotes (1)

1. Represents the grant of restricted stock units which are subject to service-based vesting conditions. Represents the grant of Performance Stock Units ("PSUs"). The PSUs vest upon the Issuer's Class A Common Stock achieving specified per share prices, subject to the Reporting Person's Continuous Service through each performance achievement date.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

McCarthy Brian K.

(Last) (First) (Middle)

C/O RUBRIK INC.

3495 DEER CREEK ROAD

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres.,Global Sales & Field Ops

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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	01/31/2026		A(1)		442,022	A	$0	772,794	D

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
Performance Stock Units	(2)	01/31/2026		A		147,341		(2)	(2)	Class A Common Stock	147,341	$0	147,341	D

Explanation of Responses:

1. Represents the grant of restricted stock units which are subject to service-based vesting conditions.

2. Represents the grant of Performance Stock Units ("PSUs"). The PSUs vest upon the Issuer's Class A Common Stock achieving specified per share prices, subject to the Reporting Person's Continuous Service through each performance achievement date.

	/s/ Anne-Kathrin Lalendran, Attorney-in-Fact	02/03/2026
	** 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 Rubrik (RBRK) disclose for Brian K. McCarthy?

Rubrik reported that Brian K. McCarthy received equity awards on January 31, 2026. He acquired 442,022 Class A common shares at $0 as restricted stock units and 147,341 Performance Stock Units tied to future stock-price and service conditions.

How many Rubrik (RBRK) Class A shares does Brian K. McCarthy now beneficially own?

After the reported transaction, Brian K. McCarthy beneficially owned 772,794 Rubrik Class A common shares directly. This figure includes the 442,022 shares received on January 31, 2026 as restricted stock units, subject to service-based vesting requirements.

What are the terms of Brian K. McCarthy’s restricted stock units at Rubrik (RBRK)?

The filing states the 442,022 Class A shares represent restricted stock units subject to service-based vesting. This means McCarthy must satisfy ongoing service requirements with Rubrik for the units to fully vest and be retained as unrestricted shares.

How do the Performance Stock Units granted by Rubrik (RBRK) to Brian K. McCarthy vest?

Rubrik granted McCarthy 147,341 Performance Stock Units on January 31, 2026. These PSUs vest only if Rubrik’s Class A stock achieves specified per-share price levels and he maintains Continuous Service through each performance achievement date described.

What role does Brian K. McCarthy hold at Rubrik (RBRK) in this Form 4 filing?

In the Form 4, Brian K. McCarthy is identified as an officer of Rubrik, serving as President, Global Sales & Field Operations. The filing indicates he is not a director and not a 10% owner, and the transactions are reported as directly owned.

Were Brian K. McCarthy’s Rubrik (RBRK) equity awards purchases or grants?

The transactions are reported with a transaction code “A” at a price of $0 per share, and the footnotes describe them as grants of restricted stock units and Performance Stock Units, indicating compensatory awards rather than open-market share purchases.