Rubrik (RBRK) Form 4: CFO 10b5-1 Sale and Option Exercise Details

Rhea-AI Filing Summary

Rubrik, Inc. (RBRK) Chief Financial Officer Kiran Kumar Choudary reported option exercises and a sale on August 20, 2025. He exercised 2,000 stock options with a $7.99 exercise price, which converted into 2,000 shares of Class B common stock (and are shown as 2,000 Class A shares after conversion for one line). Following the exercise, the report shows an acquisition of 2,000 Class A shares and a Rule 10b5-1 plan sale of 3,500 Class A shares at $82.93 each, resulting in 517,095 Class A shares owned after the sale. The filing states the sale was effected pursuant to a 10b5-1 trading plan adopted January 15, 2025, and notes the option vesting schedule and conversion mechanics between Class B and Class A shares.

Positive

• Sale effected under a Rule 10b5-1 trading plan, indicating pre-planned and compliant insider liquidity
• Exercise price of $7.99 vs sale price $82.93 indicates realized intrinsic value on the exercised options
• Reporting includes conversion and vesting explanations, improving transparency about Class B to Class A mechanics

Negative

• Insider sold 3,500 shares, which reduces immediate insider share count though remaining ownership stays substantial

Insights

Financial Analyst

TL;DR: Insider exercised options at low strike and sold shares under a pre-established 10b5-1 plan; ownership remains large.

The CFO exercised 2,000 options with a $7.99 strike, a low exercise price relative to the reported $82.93 sale price, realizing immediate intrinsic value on those shares. The sale of 3,500 shares was executed under a 10b5-1 plan adopted January 15, 2025, which typically indicates pre-planned liquidity rather than opportunistic timing. Post-transaction beneficial ownership remains 517,095 Class A shares, so this activity is modest relative to total holdings and appears to be routine executive liquidity rather than a change in control or large shift in position.

Corporate Governance Expert

TL;DR: Transaction follows established compliance protocols with a 10b5-1 plan and standard option vesting disclosures.

The Form 4 discloses adherence to Rule 10b5-1 via a plan adopted earlier in 2025 and includes required vesting and conversion language for Class B to Class A shares. The filing is properly signed by an attorney-in-fact and provides the mandated explanatory notes about option vesting and conversion rights. From a governance perspective, disclosures appear complete and consistent with Section 16 reporting requirements.

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^*

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)
08/20/2025

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	08/20/2025		C		2,000	A	$0	520,595	D
Class A Common Stock	08/20/2025		S(1)		3,500	D	$82.93	517,095	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	08/20/2025		M			2,000	(2)	09/17/2028	Class B Common Stock	2,000	$0	64,450	D
Class B Common Stock	(3)	08/20/2025		M		2,000		(3)	(3)	Class A Common Stock	2,000	$0	2,000	D
Class B Common Stock	(3)	08/20/2025		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	08/21/2025
	** 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 RBRK CFO Kiran Kumar Choudary do on August 20, 2025?

He exercised 2,000 stock options at a $7.99 exercise price and sold 3,500 Class A shares at $82.93 under a 10b5-1 plan.

Was the sale part of a pre-existing trading plan?

Yes. The Form 4 states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted January 15, 2025.

How many shares does the CFO own after the transaction?

517,095 Class A shares beneficially owned following the reported transactions.

What is the exercise price and exercisable date for the options reported?

The options had a $7.99 exercise price; 2,000 became exercisable as shown with vesting that started August 20, 2019 and continued monthly thereafter.

How are Class B shares treated in this filing?

Each Class B share converts into one Class A share upon sale or transfer and may be converted at the holder's option, as described in the filing.