Rubrik, Inc. (RBRK) director reports RSU conversion and trust-held shares

Rhea-AI Filing Summary

Rubrik, Inc. director reported an equity transaction involving restricted stock units and dual-class shares. On December 16, 2025, 16,668 restricted stock units were converted into the same number of shares of Class B common stock at an exercise price of $0, leaving no derivative securities of that grant outstanding. The filing explains that these RSUs vest over three years with an additional liquidity-event condition tied to Rubrik’s initial public offering.

The filing also notes that each share of Class B common stock held by the reporting person is convertible into one share of Class A common stock, including automatic conversion upon sale or transfer and optional conversion at any time. A portion of the Class A common stock, totaling 21,228 shares, is held indirectly through the McLaughlin Revocable Living Trust, for which the reporting person serves as co-trustee and shares voting and dispositive power with a spouse.

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).

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 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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

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	(1)	12/16/2025		M			16,668	(2)	11/28/2029	Class B Common Stock	16,668	$0	0	D
Class B Common Stock	(3)	12/16/2025		M		16,668		(3)	(3)	Class A Common Stock	16,668	(3)	50,000	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	21,228		21,228	I	By McLaughlin Revocable Living Trust(4)

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock.

2. The RSUs shall vest as follows: 1/3 of the shares subject to the RSU vested on December 15, 2023, and 1/3 of the shares subject to the RSU vest every year 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).

3. 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.

4. The shares are held of record by McLaughlin Revocable Living Trust, for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse.

	/s/ Larry Guo, Attorney-in-Fact	12/18/2025
	** 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 insider transaction did Rubrik (RBRK) report in this filing?

The filing reports that a Rubrik, Inc. director converted 16,668 restricted stock units into 16,668 shares of Class B common stock on December 16, 2025 at an exercise price of $0.

How do Rubrik (RBRK) restricted stock units in this filing vest?

The RSUs vest so that 1/3 of the shares vested on December 15, 2023, and 1/3 of the shares vest each year thereafter, subject to a liquidity event-based condition linked to Rubrik’s initial public offering and the director maintaining a qualifying service relationship.

What is the conversion feature between Rubrik Class B and Class A common stock?

The filing states that each share of Class B common stock automatically converts into one share of Class A common stock upon sale or transfer (subject to certain exceptions) and is also convertible at any time at the option of the reporting person on a one-for-one basis.

How many Rubrik (RBRK) shares are held indirectly by the reporting person?

The filing shows 21,228 shares of Class A common stock held indirectly through the McLaughlin Revocable Living Trust, where the reporting person is a co-trustee and shares voting and dispositive power with a spouse.

What role does the McLaughlin Revocable Living Trust play in Rubrik (RBRK) ownership?

The McLaughlin Revocable Living Trust holds 21,228 shares of Class A common stock of Rubrik, Inc. The reporting person serves as a co-trustee of the trust and shares voting and dispositive power over these shares with a spouse.

Was the Rubrik (RBRK) insider transaction part of derivative security activity?

Yes. The filing identifies restricted stock units as derivative securities that were settled into 16,668 shares of Class B common stock, with the number of those RSUs reported as 0 remaining after the transaction.