RBRK Form 4: 40,625 RSUs Vest; Sell-to-Cover Disposes 40,170 Shares

Rhea-AI Filing Summary

Rubrik, Inc. director and CTO Arvind Nithrakashyap reported transactions on 09/16/2025. The filing shows vesting/settlement of 40,625 restricted stock units (RSUs) that convert to Class B common stock, and a related sell-to-cover disposition of 40,170 shares of Class A common stock at $74.21 per share to satisfy tax obligations. After these transactions the reporting person holds 333,528 shares of Class A common stock directly and 81,250 shares of Class B common stock directly, plus an indirect holding of 200,000 Class A shares held via a revocable trust for which he is trustee and shares power with his spouse.

Positive

• Continued substantial insider ownership: Reporting person retains 333,528 Class A shares and 81,250 Class B shares directly, plus 200,000 Class A shares indirectly via a trust.
• Transaction consistent with compensation policy: Sell-to-cover was effected to satisfy tax obligations on RSU vesting, indicating the sale was procedural rather than a discretionary divestiture.

Negative

• Insider disposition: 40,170 shares of Class A common stock were sold at $74.21 per share on 09/16/2025.
• Material reduction in immediate holdings: The reported sale reduced directly held Class A shares from 373,698 to 333,528 following the transactions.

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting and sell-to-cover tax sale by an officer/director; reflects compensation settlement rather than active divestiture.

The Form 4 documents a grant settlement event: 40,625 RSUs vested and converted into Class B shares, with 40,170 Class A shares sold at $74.21 to satisfy tax withholding. This is consistent with company policy rather than a discretionary open-market sale. Holdings post-transaction remain substantial both directly and indirectly through a revocable trust, preserving voting and economic exposure. No new derivative grants beyond the settled RSUs are shown. Impact is informational for governance and insider-holding disclosure; it does not by itself indicate a change in corporate control or strategy.

Securities Analyst

TL;DR: Insider sale was for tax withholding on RSU vesting; net ownership remains sizable.

The transaction includes a sell-to-cover of 40,170 shares at $74.21 tied to RSU vesting of 40,625 units. The sale proceeds appear to satisfy tax obligations associated with RSU settlement rather than represent a cash-generating disposition. The reporting person still beneficially owns 333,528 Class A shares and 81,250 Class B shares directly, plus 200,000 Class A shares indirectly via a trust. For investors, this is a routine compensation-related filing that discloses continued insider alignment with equity ownership.

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

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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^*

Nithrakashyap Arvind

(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
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		C		40,625	A	$0	373,698	D
Class A Common Stock	09/16/2025		S		40,170(1)	D	$74.21	333,528	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 Unit	(2)	09/16/2025		M			40,625	(3)	08/07/2029	Class B Common Stock	40,625	$0	81,250	D
Class B Common Stock	(4)	09/16/2025		M		40,625		(4)	(4)	Class A Common Stock	40,625	$0	10,371,570	D
Class B Common Stock	(4)	09/16/2025		C			40,625	(4)	(4)	Class A Common Stock	40,625	$0	10,330,945	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	200,000		200,000	I	By Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust(5)

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 shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vest in sixteen equal quarterly installments measured from January 27, 2022 and the Issuer's achievement of a specified average price per share prior to the earlier of (i) the five year anniversary of the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering and (ii) the expiration of the RSU award, 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) as a full time employee of the Issuer on each such date.

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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

5. The shares are held of record by Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust, for which the Reporting Person serves as trustee and shares voting and dispositive power with his spouse.

	/s/ Larry Guo, Attorney-in-Fact	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Rubrik (RBRK) insider Arvind Nithrakashyap report on Form 4?

The Form 4 reports vesting/settlement of 40,625 RSUs and a related sell-to-cover disposition of 40,170 Class A shares at $74.21 per share on 09/16/2025.

Why were shares sold in the Form 4 filing for RBRK?

The filing states the sale was a sell-to-cover to satisfy tax obligations incurred upon vesting and settlement of RSUs.

How many Rubrik shares does the reporting person own after the transactions?

After the reported transactions the reporting person beneficially owns 333,528 Class A shares and 81,250 Class B shares directly, plus 200,000 Class A shares indirectly via a revocable trust.

What is the nature of the Class B shares acquired from RSU vesting?

Each RSU vests into one share of Class B common stock, which is convertible into one share of Class A common stock upon sale, transfer, or at the holder's option.

Who holds the indirect shares reported on the Form 4?

The indirect holdings are held of record by Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust, for which he shares voting and dispositive power with his spouse.