Rubrik (NYSE: RBRK) director sells 13,500 shares and exercises options

Rhea-AI Filing Summary

Rubrik, Inc. director John Wendell Thompson reported a mix of option exercises, share conversions, and sales on Class A and Class B common stock. He exercised 11,000 stock options, which led to the conversion of 11,000 Class B shares into Class A shares, increasing his direct Class A holdings to 10,782 shares.

On the same date, the John and Sandra Thompson Trust, where he is a co-trustee, sold a total of 13,500 Class A shares in multiple open‑market transactions at prices around $51.87 to $53.98 per share. The filing notes these sales were made under a Rule 10b5‑1 trading plan adopted on October 6, 2025.

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

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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).

X

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^*

THOMPSON JOHN WENDELL

(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)
03/02/2026

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	03/02/2026		S(1)		200	D	$51.87(2)	24,800	I	By John and Sandra Thompson Trust(3)
Class A Common Stock	03/02/2026		S(1)		1,000	D	$53.33(4)	23,800	I	By John and Sandra Thompson Trust(3)
Class A Common Stock	03/02/2026		S(1)		1,300	D	$53.98(5)	22,500	I	By John and Sandra Thompson Trust(3)
Class A Common Stock	03/02/2026		C		11,000	A	$0	15,653	D
Class A Common Stock	03/02/2026		S(1)		500	D	$52.02(6)	15,153	D
Class A Common Stock	03/02/2026		S(1)		4,371	D	$53.3(7)	10,782	D
Class A Common Stock	03/02/2026		S(1)		6,129	D	$53.97(8)	4,653	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
Stock Option (Right to Buy)	$4.38	03/02/2026		M			11,000	(9)	01/21/2028	Class B Common Stock	11,000	$0	132,946	D
Class B Common Stock	(10)	03/02/2026		M		11,000		(10)	(10)	Class A Common Stock	11,000	(10)	61,001	D
Class B Common Stock	(10)	03/02/2026		C			11,000	(10)	(10)	Class A Common Stock	11,000	(10)	50,001	D
Class B Common Stock	(10)							(10)	(10)	Class A Common Stock	815,338		815,338	I	By John and Sandra Thompson Trust(3)

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.51 to $52.23 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

3. The shares are held of record by John and Sandra Thompson Trust, for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.66 to $53.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.67 to $54.28 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.51 to $52.33 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.59 to $53.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.60 to $54.36 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

9. Fully vested.

10. 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	03/03/2026
	** 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.
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FAQ

What insider transactions did Rubrik (RBRK) director John Thompson report?

Director John Wendell Thompson reported exercising 11,000 stock options, converting 11,000 Class B shares into Class A shares, and selling 13,500 Class A shares. The sales occurred through open-market trades by him directly and via the John and Sandra Thompson Trust.

How many Rubrik (RBRK) shares were sold in this Form 4 filing?

The Form 4 reports open‑market sales totaling 13,500 Class A common shares. These were executed in several transactions at different prices and involved both Thompson’s direct holdings and shares held indirectly through the John and Sandra Thompson Trust.

At what prices were Rubrik (RBRK) shares sold in the reported insider trades?

The reported sales prices for Class A common stock range from about $51.87 to $53.98 per share. Footnotes explain these are weighted average prices from multiple trades within narrower price ranges on the transaction date.

Were the Rubrik (RBRK) insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that one of the reported sales was effected under a Rule 10b5‑1 trading plan adopted on October 6, 2025. Such plans pre‑schedule trades, helping insiders diversify holdings while following securities regulations.

How are Rubrik (RBRK) shares held by the John and Sandra Thompson Trust treated in this Form 4?

Shares held by the John and Sandra Thompson Trust are reported as indirect ownership. Thompson serves as co‑trustee and shares voting and dispositive power with his spouse, so trades by the trust appear as indirect transactions on his Form 4.

What happened to John Thompson’s Rubrik (RBRK) Class A holdings after these transactions?

After exercising options, converting Class B shares, and selling shares, Thompson’s direct Class A holdings stood at 10,782 shares. In addition, the John and Sandra Thompson Trust continued to hold Class A and Class B shares as reported in the Form 4.