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

Securities Analyst

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.

Corporate Governance Expert

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.

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).

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)
09/02/2025

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	09/02/2025		C		9,009	A	$0	10,007	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	09/02/2025		S(2)		809	D	$86.62(3)	9,198	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	09/02/2025		S(2)		5,375	D	$87.74(4)	3,823	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	09/02/2025		S(2)		2,825	D	$88.35(5)	998	I	By John and Sandra Thompson Trust(1)
Class A Common Stock								2,702	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
Class B Common Stock	(6)	09/02/2025		C			9,009	(6)	(6)	Class A Common Stock	9,009	(6)	872,365	I	By John and Sandra Thompson Trust(1)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	24,999		24,999	D

Explanation of Responses:

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.

2. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024.

3. 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.

4. 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.

5. 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.

6. 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	09/04/2025
	** 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).
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FAQ

What transactions did John Wendell Thompson report for RBRK on 09/02/2025?

The Form 4 shows an acquisition entry of 9,009 Class A shares (Code C) and sales of 809, 5,375, and 2,825 Class A shares at weighted-average prices of $86.62, $87.74, and $88.35, respectively.

Were the sales by the reporting person pre-planned?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on October 15, 2024.

How does the filing disclose ownership through a trust for RBRK?

The shares are held of record by the John and Sandra Thompson Trust, for which the reporting person is a co-trustee and shares voting and dispositive power with his spouse.

What derivative or conversion activity is reported in this Form 4 for RBRK?

The filing records 9,009 Class B shares as convertible into 9,009 Class A shares and notes the trust beneficially owns 872,365 Class A shares following the transactions; it also reports disposition of 24,999 Class B shares.

What price ranges were the sold shares executed at according to the filing?

Footnotes disclose ranges: the block at $86.62 had sales between $86.12 and $86.95; the $87.74 block ranged $87.14 to $88.13; the $88.35 block ranged $88.14 to $88.76.