Rubrik CFO sells 6.8k shares; still holds 524k – Form 4 insight

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

Financial Analyst

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.

Corporate Governance Specialist

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

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Choudary Kiran Kumar

Role Chief Financial Officer

Sold 6,757 shs ($598K)

Approx. gross sale proceeds $598K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,187	$0.00	$0.00
Exercise	Class B Common Stock	7,187	$0.00	$0.00
Conversion	Class B Common Stock	7,187	$0.00	$0.00
Conversion	Class A Common Stock	7,187	$0.00	$0.00
Sale	Class A Common Stock	6,757	$88.5629	$598K

Holdings After Transaction: Restricted Stock Units — 21,563 contracts (Direct); Class B Common Stock — 0 contracts (Direct); Class A Common Stock — 524,595 shares (Direct)

Footnotes (4)

1. F1. 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).
2. F2. Each RSU represents a contingent right to receive one share of Class B Common Stock.
3. F3. 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).
4. F4. 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.

FAQ

How many Rubrik (RBRK) shares did the CFO sell on 06/17/2025?

The CFO sold 6,757 Class A shares at an average price of $88.5629.

What was the reason for the insider sale disclosed in Rubrik’s Form 4?

The sale was a sell-to-cover transaction to meet tax obligations arising from RSU vesting.

How many Rubrik shares does the CFO hold after the reported transactions?

Following the transactions, the CFO directly owns 524,595 Class A shares.

Did the CFO exercise any derivatives in this filing?

Yes, 7,187 RSUs were exercised and converted into an equal number of shares at no cost.

Does the filing indicate use of a Rule 10b5-1 trading plan?

The form allows a checkbox for Rule 10b5-1 transactions, but it was not marked; the sale is linked to company tax policy instead.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/20/2025 - 04:48 PM Learn about SEC filing dates

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^*

Choudary Kiran Kumar

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		C		7,187	A	$0	531,352	D
Class A Common Stock	06/17/2025		S		6,757(1)	D	$88.5629	524,595	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
Restricted Stock Units	(2)	06/17/2025		M			7,187	(3)	04/13/2029	Class B Common Stock	7,187	$0	21,563	D
Class B Common Stock	(4)	06/17/2025		M		7,187		(4)	(4)	Class A Common Stock	7,187	(4)	7,187	D
Class B Common Stock	(4)	06/17/2025		C			7,187	(4)	(4)	Class A Common Stock	7,187	(4)	0	D

Explanation of Responses:

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).

2. Each RSU represents a contingent right to receive one share of Class B Common Stock.

3. 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).

4. 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	06/20/2025
	** 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.