RBRK Form 4: McCarthy acquires 6,250 shares, sells 4,670 at $74.21

Rhea-AI Filing Summary

Brian K. McCarthy, Chief Revenue Officer of Rubrik, Inc. (RBRK), filed a Form 4 reporting transactions dated 09/16/2025. The filing shows an acquisition of 6,250 shares of Class A Common Stock at $0 (issuance from vested awards), increasing his beneficial ownership to 412,302 shares, and a sale of 4,670 shares at $74.21, leaving 407,632 shares. The sale was disclosed as a sell-to-cover to satisfy tax withholding related to RSU vesting. The report also lists 6,250 Restricted Stock Units (RSUs) that represent rights to Class B Common Stock and describes the RSU vesting schedule and conversion terms between Class B and Class A shares. The Form 4 was signed by attorney-in-fact Larry Guo on 09/18/2025.

Positive

• RSU vesting tied to IPO was satisfied, enabling the recipient to receive shares as described
• Substantial retained ownership after the sell-to-cover, with 407,632 Class A shares beneficially owned

Negative

• Disposition of 4,670 shares at $74.21 reduced the reported Class A stake
• Sell-to-cover indicates the RSU settlement generated a tax obligation requiring share sales

Insights

Financial Analyst

TL;DR: Insider received RSUs that vested and sold a portion via sell-to-cover; overall stake remains large, indicating continued alignment with shareholders.

The filing shows 6,250 RSUs settled into Class A shares and a small disposition of 4,670 shares at $74.21 to cover taxes. Net beneficial ownership moved from 412,302 to 407,632 shares. For a public-company insider, a sell-to-cover on vesting is routine and typically not a directional confidence signal. The remaining position size is still substantial, and the RSUs include liquidity-event vesting tied to the issuer's registration statement effectiveness, which has occurred.

Corporate Governance Expert

TL;DR: Transactions are standard post-IPO equity mechanics; documentation of sell-to-cover and RSU conversion is appropriate and transparent.

The disclosure clearly explains the sell-to-cover mechanism used to satisfy tax obligations upon RSU settlement and the conversion mechanics between Class B and Class A stock. Vesting schedule details and the statement that the liquidity-event condition was met by the Form S-1 effectiveness provide governance clarity. No unexpected leadership changes or unusual derivative instruments are reported.

Insider Trade Summary

Net Seller: 4,670 shares ($346,561)

Net Sell 5 txns

Insider McCarthy Brian K.

Role Chief Revenue Officer

Sold 4,670 shs ($347K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,250	$0.00	--
Exercise	Class B Common Stock	6,250	$0.00	--
Conversion	Class B Common Stock	6,250	$0.00	--
Conversion	Class A Common Stock	6,250	$0.00	--
Sale	Class A Common Stock	4,670	$74.21	$347K

Holdings After Transaction: Restricted Stock Units — 12,500 shares (Direct); Class B Common Stock — 6,250 shares (Direct); Class A Common Stock — 412,302 shares (Direct)

Footnotes (1)

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.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

McCarthy Brian K.

(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 Revenue 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		6,250	A	$0	412,302	D
Class A Common Stock	09/16/2025		S		4,670(1)	D	$74.21	407,632	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)	09/16/2025		M			6,250	(3)	04/13/2029	Class B Common Stock	6,250	$0	12,500	D
Class B Common Stock	(4)	09/16/2025		M		6,250		(4)	(4)	Class A Common Stock	6,250	(4)	6,250	D
Class B Common Stock	(4)	09/16/2025		C			6,250	(4)	(4)	Class A Common Stock	6,250	(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	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 transactions did Rubrik (RBRK) insider Brian K. McCarthy report on Form 4?

The Form 4 reports acquisition of 6,250 Class A shares (from RSU settlement) and a sale of 4,670 shares at $74.21 on 09/16/2025.

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

The filing states the sale was a sell-to-cover transaction to satisfy tax obligations incurred when certain RSUs vested.

How many Restricted Stock Units (RSUs) does the filing disclose for Brian K. McCarthy?

The filing discloses 6,250 RSUs, each representing a contingent right to one share of Class B Common Stock.

What is Brian K. McCarthy's beneficial ownership after the reported transactions?

After the transactions on 09/16/2025, the filing reports 407,632 shares of Class A Common Stock beneficially owned.

When was the Form 4 signed and by whom?

The Form 4 was signed by attorney-in-fact Larry Guo on 09/18/2025.