RBRK Insider Trades: 10b5-1 Sales, Class B to A Conversions Disclosed
Rhea-AI Filing Summary
Rubrik, Inc. (RBRK) Form 4 summary: John Wendell Thompson, listed as a director and co-trustee of the John and Sandra Thompson Trust, reported transactions on 09/02/2025. The filing shows an acquisition entry of 9,009 Class A shares (Code C) recorded at $0, increasing the trust's beneficial ownership to 10,007 Class A shares. The report also discloses multiple sales executed under a Rule 10b5-1 trading plan adopted October 15, 2024: 809 shares at a weighted average $86.62, 5,375 shares at a weighted average $87.74, and 2,825 shares at a weighted average $88.35. In derivative holdings, 9,009 Class B shares were recorded as converting into 9,009 Class A shares and the trust is shown as beneficially owning 872,365 Class A shares following the transactions; 24,999 Class B shares were disposed of.
Positive
- Sales executed under a Rule 10b5-1 plan, providing an affirmative defense and pre-planned trade disclosure
- Clear disclosure of indirect ownership through the John and Sandra Thompson Trust with voting and dispositive power noted
- Weighted-average prices and ranges for sales are explicitly disclosed in footnotes
Negative
- Insider sales of 9,009 shares reported across three blocks (809, 5,375, 2,825) which reduce immediate holdings
- Disposition of 24,999 Class B shares reported in derivative section, indicating a sizable change in Class B holdings
Insights
TL;DR: Insider reported multiple rule-based sales and a conversion-related acquisition, disclosed under a 10b5-1 plan.
The filing documents a mix of sales and conversion-related entries for a director who holds shares indirectly through a trust. Sales were executed pursuant to a Rule 10b5-1 plan adopted October 15, 2024, with weighted average prices disclosed for three blocks: $86.62, $87.74 and $88.35. The report also reflects conversion/exchange mechanics between Class B and Class A shares that increase the trust's beneficial Class A count to 872,365 after accounting for underlying shares. For investors, this is a routine insider disclosure showing planned sales and equity conversion activity rather than an unscheduled, unexplained disposition.
TL;DR: Disclosure adheres to Section 16 requirements and explicitly references a 10b5-1 trading plan.
The Form 4 identifies the reporting person as a co-trustee with shared voting and dispositive power, properly discloses indirect ownership, and specifies that sales were effected under a 10b5-1 plan, which supports an affirmative defense under insider trading rules. The filing also explains weighted-average sale prices and the convertibility of Class B to Class A shares. This level of specificity and the inclusion of explanatory footnotes are consistent with robust insider reporting practices.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 9,009 | $0.00 | -- |
| Conversion | Class A Common Stock | 9,009 | $0.00 | -- |
| Sale | Class A Common Stock | 809 | $86.62 | $70K |
| Sale | Class A Common Stock | 5,375 | $87.74 | $472K |
| Sale | Class A Common Stock | 2,825 | $88.35 | $250K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (1)
- 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. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.12 to $86.95 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.14 to $88.13 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.14 to $88.76 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. 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.
