RBRK insider McCarthy divests 3% stake; retains 418k shares

Rhea-AI Filing Summary

Rubrik (RBRK) Chief Revenue Officer Brian K. McCarthy filed a Form 4 disclosing the sale of 12,500 Class A shares on 01-Aug-2025 under a pre-arranged Rule 10b5-1 trading plan adopted 27-Jun-2024. Transaction prices ranged from $83.97–$89.88, with weighted-average prices reported in six separate blocks ($84.65, $85.56, $86.74, $87.68, $88.84, $89.88).

Post-sale, McCarthy still beneficially owns 418,552 shares, implying he disposed of roughly 3% of his prior 431,052-share position. No derivative transactions were reported. Because the sales were planned and represent a small fraction of his holdings, the filing is generally viewed as routine and is unlikely to signal a change in the company’s fundamental outlook.

Positive

• Sales carried out under a pre-established Rule 10b5-1 plan, indicating compliance and reduced information-timing risk.
• Executive retains 418,552 shares, maintaining significant skin in the game.

Negative

• 12,500-share insider sale may be interpreted by some investors as a mild negative sentiment signal, despite its small size.

Insights

Securities Analyst

TL;DR: Small, pre-planned insider sale; neutral fund-flow signal.

The 12.5k-share sale represents ~3% of McCarthy’s equity stake and was executed under a Rule 10b5-1 plan, reducing concerns about adverse information asymmetry. Pricing spans $84–$90, close to recent market levels, suggesting opportunistic diversification rather than bearish sentiment. Insider still retains ~419k shares, maintaining strong alignment with shareholders. From a trading-flow perspective, the sale is immaterial to daily volume and should have minimal price impact.

Corporate Governance Expert

TL;DR: Governance-friendly disclosure, minimal risk.

Use of a 10b5-1 plan and detailed footnote ranges aligns with best-practice transparency, lowering litigation and optics risk. The modest disposition keeps ownership well above typical executive retention guidelines, so no red flags under governance policies. Overall, the filing is routine and not impactful to Rubrik’s governance profile.

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)
08/01/2025

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	08/01/2025		S(1)		500	D	$84.65(2)	430,552	D
Class A Common Stock	08/01/2025		S(1)		500	D	$85.56(3)	430,052	D
Class A Common Stock	08/01/2025		S(1)		5,000	D	$86.74(4)	425,052	D
Class A Common Stock	08/01/2025		S(1)		4,540	D	$87.68(5)	420,512	D
Class A Common Stock	08/01/2025		S(1)		1,860	D	$88.84(6)	418,652	D
Class A Common Stock	08/01/2025		S(1)		100	D	$89.88	418,552	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 $83.97 to $84.94 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 $85.15 to $86.05 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 $86.25 to $87.23 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 $87.26 to $88.25 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.30 to $89.25 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	08/04/2025
	** 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

How many Rubrik (RBRK) shares did the CRO sell?

Brian K. McCarthy sold 12,500 Class A shares on 01-Aug-2025.

What prices were Rubrik shares sold for in the Form 4?

Weighted-average prices ranged from $84.65 to $89.88, with detailed footnote ranges of $83.97–$89.25.

Does the insider still own Rubrik stock after the sale?

Yes, McCarthy still beneficially owns 418,552 shares after the transactions.

Was the sale part of a 10b5-1 trading plan?

Yes, the transactions were executed under a Rule 10b5-1 plan adopted on 27-Jun-2024.

Is the Form 4 filing likely to impact RBRK’s share price?

Given the small size (~3% of holdings) and planned nature, the filing is unlikely to materially impact the stock.