Rubrik (NYSE: RBRK) director Thompson logs share conversion and RSU grant

Rhea-AI Filing Summary

Rubrik, Inc. director John Wendell Thompson reported equity transactions involving both Class A and Class B common stock. On January 14, 2026, 27,500 shares of Class B Common Stock held by the John and Sandra Thompson Trust automatically converted into 27,500 shares of Class A Common Stock at a price of $0 per share, leaving 815,338 Class B shares and 28,498 Class A shares beneficially owned indirectly through the trust. The filing also shows a separate holding of 50,001 shares of Class B Common Stock held directly.

On January 15, 2026, Thompson received a grant of 953 Class A restricted stock units, fully vested as of the grant date, at $0 per share, bringing his directly held Class A position to 3,655 shares. Thompson serves as co‑trustee of the trust and shares voting and dispositive power with his spouse.

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).

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)
01/14/2026

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	01/14/2026		C		27,500	A	$0	28,498	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	01/15/2026		A(2)		953	D	$0	3,655	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	(3)	01/14/2026		C			27,500	(3)	(3)	Class A Common Stock	27,500	(3)	815,338	I	By John and Sandra Thompson Trust(1)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	50,001		50,001	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. Represents the grant of restricted stock units that are fully vested as of the date of grant.

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	01/16/2026
	** 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.
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FAQ

What insider transactions did Rubrik (RBRK) director John Wendell Thompson report?

John Wendell Thompson reported the conversion of 27,500 shares of Class B Common Stock into 27,500 shares of Class A Common Stock at $0 per share on January 14, 2026, and a grant of 953 fully vested Class A restricted stock units at $0 per share on January 15, 2026.

How many Rubrik (RBRK) shares does the John and Sandra Thompson Trust hold after the reported transactions?

After the transactions, the John and Sandra Thompson Trust beneficially owns 815,338 shares of Class B Common Stock and 28,498 shares of Class A Common Stock, with John Wendell Thompson serving as co‑trustee and sharing voting and dispositive power with his spouse.

Did John Wendell Thompson receive new Rubrik (RBRK) restricted stock units in this Form 4?

Yes. The filing shows a grant of 953 Class A restricted stock units, which are described as fully vested as of the date of grant, increasing Thompson’s directly held Class A Common Stock to 3,655 shares.

What happened to the 27,500 Rubrik (RBRK) Class B shares in this Form 4?

27,500 shares of Class B Common Stock held by the John and Sandra Thompson Trust automatically converted into 27,500 shares of Class A Common Stock. The filing notes that each Class B share converts into one Class A share upon sale or transfer and is also convertible at the holder’s option.

How many Rubrik (RBRK) Class B shares does John Wendell Thompson hold directly after these transactions?

The filing shows a direct holding of 50,001 shares of Class B Common Stock, separate from the indirect holdings through the John and Sandra Thompson Trust.

What is John Wendell Thompson’s role at Rubrik (RBRK) according to this filing?

According to the filing, John Wendell Thompson is a director of Rubrik, Inc. and serves as co‑trustee of the John and Sandra Thompson Trust, sharing voting and dispositive power over the trust’s Rubrik shares with his spouse.