Rubrik (RBRK) director logs Class A and B stock trades, option exercise

Rhea-AI Filing Summary

Rubrik, Inc. director reports insider trades and share conversions. On 01/05/2026, the reporting person, serving as a director, recorded multiple transactions in Rubrik Class A and Class B common stock, some held through the John and Sandra Thompson Trust.

The trust acquired and converted 2,500 shares at $0 and sold a total of 2,500 Class A shares in several trades, with weighted average prices including $73.61, $74.41, and $75.19 per share under a Rule 10b5‑1 trading plan adopted October 6, 2025. Separately, the director exercised a stock option for 11,000 shares of Class B common stock at an exercise price of $4.38, converting them into Class A and selling 11,000 Class A shares in multiple trades at weighted average prices such as $73.56, $74.29, and $75.07. Each Class B share is convertible into one Class A share, and the option was fully vested.

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).

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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		C		2,500	A	$0	3,498	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	01/05/2026		S(2)		1,800	D	$73.61(3)	1,698	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	01/05/2026		S(2)		600	D	$74.41(4)	1,098	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	01/05/2026		S(2)		100	D	$75.19	998	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	01/05/2026		C		11,000	A	$0	13,702	D
Class A Common Stock	01/05/2026		S(2)		7,100	D	$73.56(5)	6,602	D
Class A Common Stock	01/05/2026		S(2)		3,600	D	$74.29(6)	3,002	D
Class A Common Stock	01/05/2026		S(2)		300	D	$75.07(7)	2,702	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
Class B Common Stock	(8)	01/05/2026		C			2,500	(8)	(8)	Class A Common Stock	2,500	(8)	842,838	I	By John and Sandra Thompson Trust(1)
Stock Option (Right to Buy)	$4.38	01/05/2026		M			11,000	(9)	01/21/2028	Class B Common Stock	11,000	$0	154,946	D
Class B Common Stock	(8)	01/05/2026		M		11,000		(8)	(8)	Class A Common Stock	11,000	(8)	61,001	D
Class B Common Stock	(8)	01/05/2026		C			11,000	(8)	(8)	Class A Common Stock	11,000	(8)	50,001	D

Explanation of Responses:

1. 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.

2. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.08 to $73.96 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.12 to $74.71 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 $72.92 to $73.91 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 $73.92 to $74.88 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 $74.96 to $75.19 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. 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.

9. Fully vested.

	/s/ Larry Guo, Attorney-in-Fact	01/06/2026
	** 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).
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FAQ

What insider transactions did Rubrik (RBRK) report in this Form 4?

The filing shows a Rubrik director and the John and Sandra Thompson Trust acquiring, converting, and selling Rubrik Class A and Class B common stock on 01/05/2026, including an option exercise for 11,000 Class B shares and multiple Class A share sales.

How many Rubrik (RBRK) shares were sold by the director and related trust?

The trust sold 2,500 Rubrik Class A shares in several trades, while the director, after exercising an option and converting Class B to Class A, sold 11,000 Class A shares in multiple transactions on 01/05/2026.

What prices were the Rubrik (RBRK) shares sold for in these insider trades?

The Rubrik Class A shares were sold at weighted average prices including $73.61, $74.41, and $75.19 per share for the trust, and $73.56, $74.29, and $75.07 per share for the director, each based on multiple trades within stated price ranges.

Was a trading plan used for the Rubrik (RBRK) insider sales?

Yes. The sales reported as footnote (2) were effected under a Rule 10b5‑1 trading plan that was adopted on October 6, 2025.

What stock option activity did the Rubrik (RBRK) director report?

The director exercised a stock option (right to buy) for 11,000 shares of Class B common stock at an exercise price of $4.38 per share on 01/05/2026. The option was noted as fully vested.

How are Rubrik (RBRK) Class B shares treated relative to Class A shares?

Each share of Class B common stock is convertible into one share of Class A common stock upon sale or transfer, subject to certain exceptions, and is also convertible at any time at the holder’s option, as described in Rubrik’s amended and restated certificate of incorporation.

Who holds the Rubrik (RBRK) shares reported through the John and Sandra Thompson Trust?

The shares are held of record by the John and Sandra Thompson Trust, for which the reporting person serves as a co‑trustee and shares voting and dispositive power with his spouse.