RBRK: CFO option exercise & minor share sale disclosed in Form 4

Rhea-AI Filing Summary

On 07/23/2025 Rubrik, Inc. (RBRK) Chief Financial Officer Kiran Kumar Choudary reported several insider transactions. He exercised 2,000 stock options with a $7.99 strike price, converting the resulting Class B shares into Class A at no cost. After the exercise, 68,450 options remain outstanding.

Under a Rule 10b5-1 plan adopted 01/15/2025, the CFO sold 3,500 Class A shares at $83.90, realizing roughly $294 k in gross proceeds. Post-sale, he directly owns 520,095 Class A shares, so the disposition represents <1 % of his equity stake.

The filing shows routine, pre-planned diversification rather than a major change in ownership. No new awards were granted, and there is no indication of unusual insider activity beyond the small net reduction in shares.

Positive

• CFO retains 520,095 Class A shares, demonstrating continued alignment with shareholders.
• Sales executed under a Rule 10b5-1 plan, signaling transparent, pre-scheduled trading.
• Exercise of options at $7.99 strike converts to equity, increasing free-float without cash outlay.

Negative

• 3,500 shares sold at $83.90 may be read as modest insider selling pressure.

Insights

Equity Analyst

TL;DR: Small, pre-planned sale; insider still retains sizable stake—neutral signal.

The CFO exercised low-priced options, converting Class B to Class A, then sold 3,500 shares under a 10b5-1 plan. Proceeds are immaterial relative to his remaining 520 k-share position, limiting any negative sentiment. Continued large holdings and untouched option pool suggest unchanged long-term alignment. I view the event as routine liquidity management with negligible earnings or valuation impact.

Corporate Governance Specialist

TL;DR: Compliance-friendly Form 4; plan-based sales mitigate governance concerns.

The transaction was disclosed promptly and tied to a pre-arranged trading plan, reducing potential perception of opportunistic timing. The executive’s ownership remains substantial, preserving shareholder alignment. No red flags on disclosure quality or option practices. Impact on governance outlook: neutral.

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).

1. Name and Address of Reporting Person^*

Choudary Kiran Kumar

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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	07/23/2025		C		2,000	A	$0	523,595	D
Class A Common Stock	07/23/2025		S(1)		3,500	D	$83.9	520,095	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)	$7.99	07/23/2025		M			2,000	(2)	09/17/2028	Class B Common Stock	2,000	$0	68,450	D
Class B Common Stock	(3)	07/23/2025		M		2,000		(3)	(3)	Class A Common Stock	2,000	$0	2,000	D
Class B Common Stock	(3)	07/23/2025		C			2,000	(3)	(3)	Class A Common Stock	2,000	$0	0	D

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted January 15, 2025.

2. 1/4 of the shares subject to the option vested on August 20, 2019, and 1/48 of the shares vested monthly thereafter.

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.

	/s/ Larry Guo, Attorney-in-Fact	07/24/2025
	** 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

How many Rubrik (RBRK) shares did the CFO sell on 07/23/2025?

He sold 3,500 Class A shares at $83.90 each.

Was the Rubrik insider sale pre-planned?

Yes, the sale was executed under a Rule 10b5-1 trading plan adopted 01/15/2025.

How many Rubrik shares does the CFO still own after the transaction?

He directly owns 520,095 Class A shares and 68,450 options.

What was the strike price of the exercised options?

The options were exercised at a $7.99 strike price.

Does this Form 4 filing indicate any new stock grants?

No new awards were granted; the filing only reports option exercise, share conversion, and a partial sale.