Rubrik director receives 3,709-share RSU grant

MCLAUGHLIN MARK D reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MCLAUGHLIN MARK D reported acquisition or exercise transactions in this Form 4 filing.

Rubrik, Inc. director Mark D. McLaughlin reported an equity grant of 3,709 shares of Class A common stock in the form of restricted stock units (RSUs). The RSUs will vest over one year in four equal quarterly installments on September 15, 2026, December 15, 2026, March 15, 2027 and June 15, 2027, as long as he remains in continuous service with Rubrik on each vesting date.

Following this grant and including 2,680 shares received in a pro rata distribution exempt under Rule 16a-9, McLaughlin directly holds 20,028 shares of Rubrik Class A common stock. This filing reflects a compensation-related award rather than an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 3,709 shares

Grant/Award 1 txn

Insider MCLAUGHLIN MARK D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	3,709	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 20,028 shares (Direct)

Footnotes (2)

1. F1. Represents the grant of restricted stock units ("RSUs") that will vest over a one-year period, in four (4) successive equal quarterly installments on each of September 15, 2026, December 15, 2026, March 15, 2027 and June 15, 2027, subject to the reporting person's continuous service with the Issuer on each such vest date.
2. F2. Includes 2,680 shares received in a pro rata distribution exempt pursuant to Rule 16a-9.

Key Figures

RSU grant size: 3,709 shares Post-grant holdings: 20,028 shares Pro rata distribution shares: 2,680 shares +1 more

4 metrics

RSU grant size 3,709 shares Restricted stock units granted to director on June 3, 2026

Post-grant holdings 20,028 shares Class A common stock directly held after transaction

Pro rata distribution shares 2,680 shares Included in total direct holdings via Rule 16a-9 distribution

Vesting schedule 4 equal quarterly installments From September 15, 2026 through June 15, 2027

Key Terms

restricted stock units ("RSUs"), Rule 16a-9, pro rata distribution

3 terms

restricted stock units ("RSUs") financial

"Represents the grant of restricted stock units ("RSUs") that will vest over a one-year period"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 16a-9 regulatory

"Includes 2,680 shares received in a pro rata distribution exempt pursuant to Rule 16a-9."

pro rata distribution financial

"Includes 2,680 shares received in a pro rata distribution exempt pursuant to Rule 16a-9."

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Rubrik (RBRK) director Mark D. McLaughlin report in this Form 4?

Mark D. McLaughlin reported receiving 3,709 Rubrik Class A shares as restricted stock units. These RSUs are a compensation-related equity grant, not an open-market trade, and increase his direct ownership to 20,028 Rubrik Class A common shares.

How do Mark D. McLaughlin’s new Rubrik RSUs vest?

The 3,709 Rubrik RSUs vest over one year in four equal quarterly installments. Vesting dates are September 15, 2026, December 15, 2026, March 15, 2027 and June 15, 2027, contingent on his continuous service with Rubrik on each vest date.

Is Mark D. McLaughlin buying or selling Rubrik (RBRK) shares in this filing?

He is not buying or selling in the market; he is receiving a stock grant. The Form 4 shows an acquisition coded as a grant or award (code A), reflecting equity compensation rather than an open-market purchase or sale of Rubrik shares.

How many Rubrik shares does Mark D. McLaughlin hold after this RSU grant?

After the reported RSU grant, he directly holds 20,028 Rubrik Class A common shares. This total includes 2,680 shares he previously received in a pro rata distribution that was exempt from reporting under Rule 16a-9 under Section 16 rules.

What does the Rule 16a-9 pro rata distribution mean in McLaughlin’s Rubrik holdings?

Rule 16a-9 allows certain pro rata distributions to be exempt from Section 16 reporting. McLaughlin’s total Rubrik holdings now include 2,680 shares received in such an exempt pro rata distribution, which are combined into his 20,028 directly held shares.

What is the significance of transaction code A in Rubrik director’s Form 4?

Transaction code A on the Form 4 indicates a grant, award, or other acquisition of securities. For Rubrik director Mark D. McLaughlin, it represents the 3,709-share RSU award he received as part of his equity compensation, not a market transaction.

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

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Accepted by SEC EDGAR 06/05/2026 - 07:00 PM EDT 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^*

MCLAUGHLIN MARK D

(Last) (First) (Middle)

C/O RUBRIK INC.

3495 DEER CREEK ROAD

(Street)

PALO ALTO CALIFORNIA 94304

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/03/2026		A(1)		3,709	A	$0	20,028(2)	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

Explanation of Responses:

1. Represents the grant of restricted stock units ("RSUs") that will vest over a one-year period, in four (4) successive equal quarterly installments on each of September 15, 2026, December 15, 2026, March 15, 2027 and June 15, 2027, subject to the reporting person's continuous service with the Issuer on each such vest date.

2. Includes 2,680 shares received in a pro rata distribution exempt pursuant to Rule 16a-9.

	/s/ Larry Guo, Attorney-in-Fact	06/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)