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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 40,625 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 40,625 | $0.00 | $0.00 |
| Conversion | Class B Common Stock | 40,625 | $0.00 | $0.00 |
| Conversion | Class A Common Stock | 40,625 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 40,170 | $74.21 | $2.98M |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (5)
- 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).
- F2. Each RSU represents a contingent right to receive one share of Class B Common Stock.
- F3. 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.
- 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
- F5. 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.
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