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  4. [Form 4] Rubrik, Inc. Insider Trading Activity

RBRK insider disposes 9,009 shares under 10b5-1; holds 863,356 via trust

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

Rhea-AI Filing Summary

John Wendell Thompson, a director of Rubrik, Inc. (RBRK), reported transactions dated 10/01/2025 showing the conversion and immediate sale of 9,009 shares of Class B/Class A common stock. The Form 4 discloses a conversion (reported as an acquisition at $0) of 9,009 Class B shares into Class A shares and simultaneous sales of those 9,009 Class A shares under a Rule 10b5-1 trading plan adopted 10/15/2024. The sales occurred in multiple trades at weighted-average prices: $82.27 (range $81.62–$82.61), $83.07 (range $82.62–$83.59), and $83.77. After these transactions the reporting person beneficially owns 863,356 Class A shares indirectly through the John and Sandra Thompson Trust and directly beneficially owns 24,999 Class A shares.

Positive

  • Continues to hold 863,356 Class A shares indirectly through the John and Sandra Thompson Trust
  • Retains direct ownership of 24,999 Class A shares after the transactions
  • Sales executed under a Rule 10b5-1 plan adopted on 10/15/2024

Negative

  • Sold a total of 9,009 Class A shares on 10/01/2025
  • Sales occurred at weighted-average prices of $82.27, $83.07, and $83.77 (ranges up to $83.59)

Insights

Director converted Class B shares and sold all 9,009 converted shares under a 10b5-1 plan.

The Form 4 shows a routine conversion of 9,009 Class B shares into Class A shares and an immediate disposal of those 9,009 Class A shares on 10/01/2025.

This transaction was executed under a pre-established Rule 10b5-1 trading plan adopted on 10/15/2024, which provides a compliance framework for insider sales and reduces concerns that the trades were based on undisclosed recent information.

Insider sold 9,009 shares at weighted-average prices near $82–$83.6 while retaining substantial indirect holdings.

The sales comprised three weighted-average price groups: $82.27, $83.07, and $83.77, with the reported ranges spanning $81.62 to $83.59.

Despite these disposals, the reporting person continues to hold 863,356 Class A shares indirectly via a trust and 24,999 Class A shares directly, indicating ongoing material ownership.

Insider THOMPSON JOHN WENDELL
Role Director
Sold 9,009 shs ($746K)
Approx. gross sale proceeds $746K
Approx. exercise cost $0.00
Approx. pre-tax spread $746K
Type Security Shares Price Value
Conversion Class B Common Stock 9,009 $0.00 $0.00
Conversion Class A Common Stock 9,009 $0.00 $0.00
Sale Class A Common Stock 3,551 $82.27 $292K
Sale Class A Common Stock 5,358 $83.07 $445K
Sale Class A Common Stock 100 $83.77 $8K
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 863,356 shares (Indirect, By John and Sandra Thompson Trust); Class A Common Stock — 998 shares (Indirect, By John and Sandra Thompson Trust); Class B Common Stock — 24,999 shares (Direct); Class A Common Stock — 2,702 shares (Direct)
Footnotes (5)
  1. F1. 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. F2. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024.
  3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.62 to $82.61 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. F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.62 to $83.59 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. F5. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Rubrik director John W. Thompson (RBRK) report on Form 4?
He reported the conversion of 9,009 Class B shares into Class A shares and the sale of those 9,009 Class A shares on 10/01/2025.

Were the sales executed under an insider plan for RBRK?
Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 10/15/2024.

What prices were reported for the RBRK share sales?
Weighted-average prices reported were $82.27, $83.07, and $83.77; disclosed price ranges ran from $81.62 to $83.59.

How many RBRK shares does the reporting person own after these transactions?
After the transactions he beneficially owns 863,356 Class A shares indirectly via the John and Sandra Thompson Trust and 24,999 Class A shares directly.

Who holds voting/dispositive power over the trust shares?
The shares held of record by the John and Sandra Thompson Trust are managed by co-trustees, with the reporting person sharing voting and dispositive power with his spouse.
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).
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)
10/01/2025
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 10/01/2025 C 9,009 A $0 10,007 I By John and Sandra Thompson Trust(1)
Class A Common Stock 10/01/2025 S(2) 3,551 D $82.27(3) 6,456 I By John and Sandra Thompson Trust(1)
Class A Common Stock 10/01/2025 S(2) 5,358 D $83.07(4) 1,098 I By John and Sandra Thompson Trust(1)
Class A Common Stock 10/01/2025 S(2) 100 D $83.77 998 I By John and Sandra Thompson Trust(1)
Class A Common Stock 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 (5) 10/01/2025 C 9,009 (5) (5) Class A Common Stock 9,009 (5) 863,356 I By John and Sandra Thompson Trust(1)
Class B Common Stock (5) (5) (5) Class A Common Stock 24,999 24,999 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 15, 2024.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.62 to $82.61 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 $82.62 to $83.59 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. 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.
/s/ Larry Guo, Attorney-in-Fact 10/02/2025
** 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.

Source: View Original Filing on SEC EDGAR