[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian K. McCarthy, Chief Revenue Officer of Rubrik, Inc. (RBRK), reported sales of company Class A common stock on 09/02/2025 executed under a Rule 10b5-1 trading plan adopted June 27, 2024. The Form 4 shows three dispositions totaling 12,500 shares: 1,200 shares at a weighted average price of $86.70, 7,075 shares at $87.73, and 4,225 shares at $88.35. Following these transactions the Reporting Person's beneficial ownership declined sequentially to 417,352, then 410,277, and finally 406,052 shares. The filing was signed by an attorney-in-fact on 09/04/2025. The Form states the sales were effected pursuant to the pre-established 10b5-1 plan and provides price ranges for the component trades.

Positive

• Sales executed under a Rule 10b5-1 plan, indicating transactions were pre-arranged and compliant with insider-trading procedures
• Detailed disclosure of weighted-average prices and price ranges with an undertaking to provide per-price breakdowns on request

Negative

• Insider disposed of 12,500 shares, reducing beneficial ownership to 406,052 shares
• Filing lacks context on what percentage of outstanding shares these holdings represent, limiting assessment of materiality

Insights

Financial Analyst

TL;DR Insider sold 12,500 shares under a pre-established 10b5-1 plan; transactions appear routine and pre-scheduled.

The reported dispositions on 09/02/2025 total 12,500 Class A shares for a weighted-average price per tranche between $86.70 and $88.35. These sales were executed under a 10b5-1 plan adopted June 27, 2024, which indicates pre-arranged transactions rather than opportunistic trading. The incremental decline in beneficial ownership to 406,052 shares is documented line-by-line in the Form 4. From an analytical perspective, the filing supplies clear execution details and weighted-average prices, but does not include information about the percentage of outstanding company equity represented by the holdings, limiting company-level materiality assessment.

Corporate Governance Expert

TL;DR Use of a 10b5-1 plan suggests compliance with insider-trading rules; disclosure is complete regarding price ranges.

The Form 4 discloses that the sales were made pursuant to a Rule 10b5-1 trading plan adopted on June 27, 2024, and provides weighted-average prices plus the price ranges for each tranche. The presence of an attorney-in-fact signature and the explicit footnotes promising to provide per-price trade breakdowns on request are consistent with robust disclosure practice. The filing is procedural and does not indicate any unplanned or potentially problematic insider activity based on the information provided.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

McCarthy Brian K.

(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 Revenue Officer

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		S(1)		1,200	D	$86.7(2)	417,352	D
Class A Common Stock	09/02/2025		S(1)		7,075	D	$87.73(3)	410,277	D
Class A Common Stock	09/02/2025		S(1)		4,225	D	$88.35(4)	406,052	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

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted June 27, 2024

2. 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 $87.09 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 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.

4. 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 $88.64 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.

	/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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Rubrik (RBRK) insider Brian McCarthy report on Form 4?

The Form 4 reports that Brian K. McCarthy sold 12,500 Class A shares on 09/02/2025 under a Rule 10b5-1 trading plan; weighted-average prices per tranche are reported.

Were the sales by the RBRK insider pre-planned or discretionary?

The sales were effected pursuant to a 10b5-1 trading plan adopted June 27, 2024, indicating pre-arranged transactions.

How many shares did McCarthy own after these transactions?

The filing shows sequential beneficial ownership figures of 417,352, 410,277, and finally 406,052 shares after each reported sale.

What prices were the RBRK shares sold for?

The Form 4 lists weighted-average prices: $86.70 (range $86.12–$87.09), $87.73 (range $87.14–$88.13), and $88.35 (range $88.14–$88.64) per share.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by an attorney-in-fact, /s/ Larry Guo, on 09/04/2025.