RBRK Form 4: CFO’s tax-related sale only 1.3% of holdings
Rhea-AI Filing Summary
Rubrik, Inc. (RBRK) – Form 4 insider activity (filed 06/20/2025)
Chief Financial Officer Kiran Kumar Choudary reported transactions dated 06/17/2025 involving both the vesting/conversion of restricted stock units (RSUs) and a small discretionary sale:
- RSU conversion (Code C): 7,187 Class B shares automatically converted to Class A, recorded as an acquisition at $0 cost. Beneficial ownership rose to 531,352 Class A shares prior to any sale.
- Sale (Code S): 6,757 Class A shares sold at a weighted-average price of $88.5629, yielding roughly $0.60 million. The issuer notes the sale was mandated under the company’s “sell-to-cover” policy to satisfy tax obligations created by the RSU vesting.
After these transactions the CFO directly holds 524,595 Class A shares. Table II shows the exercise of 7,187 RSUs and the related conversion of Class B to Class A shares; no derivative positions remain from this grant.
The activity represents ~1.3 % of the executive’s post-transaction holdings, suggesting routine tax-related liquidity rather than a strategic reduction. No other officers or directors were listed on this filing.
Positive
- CFO retains 524,595 Class A shares, demonstrating continued alignment with shareholder interests.
- Transaction executed under sell-to-cover policy and disclosed promptly, indicating strong compliance and governance practices.
Negative
- Insider sale of 6,757 shares at $88.56 could be perceived negatively by some investors, although explained as tax-related.
Insights
TL;DR: Minor tax-driven sale; insider still owns >500k shares—neutral overall.
The filing shows a standard RSU vest/convert cycle followed by a sell-to-cover transaction. The $88.56 sale price is in line with recent trading ranges, and only 6,757 shares were sold—~1.3 % of the CFO’s ownership—leaving meaningful skin-in-the-game. There is no indication of substantive insider pessimism or material information regarding operations. From a valuation standpoint, the dollar value ($0.6 m) and share count are immaterial to Rubrik’s float. I view the net effect as neutral to sentiment.
TL;DR: Filing reflects compliance with 10b5-1 and tax policy; governance posture intact.
The sale was executed under the issuer’s mandatory sell-to-cover program, aligning with best practices for withholding taxes on equity compensation. The use of Code C for RSU conversion and subsequent automatic Class B→A conversion is procedurally clean. No red flags—timely filing, attorney-in-fact signature, and disclosure of continuing direct ownership. Investors should view this as routine administrative activity rather than a signal on future performance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 7,187 | $0.00 | -- |
| Exercise | Class B Common Stock | 7,187 | $0.00 | -- |
| Conversion | Class B Common Stock | 7,187 | $0.00 | -- |
| Conversion | Class A Common Stock | 7,187 | $0.00 | -- |
| Sale | Class A Common Stock | 6,757 | $88.5629 | $598K |
Footnotes (1)
- This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs). Each RSU represents a contingent right to receive one share of Class B Common Stock. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vested on June 15, 2022, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan). 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.
