STOCK TITAN

Rubrik (RBRK) director’s 10b5-1 sales, option exercises and RSU grant detailed

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Rubrik, Inc. director John Wendell Thompson reported a mix of share sales, option exercises, and equity grants in Rubrik stock. On June 1, 2026, he and a related trust sold a combined 13,500 shares of Class A Common Stock in open-market transactions at weighted-average prices generally in the low-to-mid $80s per share, under a pre-arranged Rule 10b5-1 trading plan adopted on October 6, 2025.

On the same date, he exercised or converted derivatives covering 33,000 shares, including stock options with a $4.38 exercise price and Class B Common Stock convertible into Class A. After these moves, he retained direct and indirect holdings, including Class B shares that are convertible into 815,338 shares of Class A Common Stock and remaining Class A shares.

Separately, on June 3, 2026, Thompson received a grant of 3,709 restricted stock units, which will vest in four equal quarterly installments from September 15, 2026 through June 15, 2027, subject to continued service. Overall, the filing reflects a planned liquidity event and equity compensation, while maintaining a substantial continuing stake.

Positive

  • None.

Negative

  • None.

Insights

Planned sales, option exercises, and new RSUs look like routine portfolio and compensation activity.

Director John Wendell Thompson reported open-market sales of 13,500 Rubrik Class A shares, alongside exercises and conversions covering 33,000 shares. A footnote states the sales were executed under a Rule 10b5-1 trading plan adopted on October 6, 2025, indicating they were pre-scheduled rather than opportunistic.

He also exercised stock options at an exercise price of $4.38 and converted Class B Common Stock, while a derivative position tied to 815,338 underlying Class A shares remains indirectly held. This suggests the transactions represent partial monetization rather than an exit. The grant of 3,709 RSUs, vesting quarterly from September 15, 2026 to June 15, 2027, is standard director compensation structure.

The combination of continued large indirect holdings and ongoing equity awards points to routine governance and compensation practices. The net-sell of 13,500 shares appears modest relative to the remaining position, so the overall signal from this Form 4 is neutral for long-term investors.

Insider THOMPSON JOHN WENDELL
Role null
Sold 13,500 shs ($1.14M)
Type Security Shares Price Value
Grant/Award Class A Common Stock 3,709 $0.00 --
Exercise Stock Option (Right to Buy) 11,000 $0.00 --
Exercise Class B Common Stock 11,000 $0.00 --
Conversion Class B Common Stock 11,000 $0.00 --
Sale Class A Common Stock 100 $79.91 $8K
Sale Class A Common Stock 300 $82.45 $25K
Sale Class A Common Stock 160 $83.49 $13K
Sale Class A Common Stock 1,140 $84.64 $96K
Sale Class A Common Stock 800 $85.87 $69K
Conversion Class A Common Stock 11,000 $0.00 --
Sale Class A Common Stock 200 $79.77 $16K
Sale Class A Common Stock 750 $82.13 $62K
Sale Class A Common Stock 991 $82.73 $82K
Sale Class A Common Stock 4,000 $84.41 $338K
Sale Class A Common Stock 3,359 $85.30 $287K
Sale Class A Common Stock 1,700 $86.07 $146K
holding Class B Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 8,362 shares (Direct, null); Stock Option (Right to Buy) — 99,946 shares (Direct, null); Class B Common Stock — 61,001 shares (Direct, null); Class A Common Stock — 17,400 shares (Indirect, By John and Sandra Thompson Trust); Class B Common Stock — 815,338 shares (Indirect, By John and Sandra Thompson Trust)
Footnotes (1)
  1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.99 to $82.89 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.22 to $83.95 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.28 to $85.15 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.31 to $86.26 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.62 to $79.91 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.41 to $82.39 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.45 to $83.16 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.84 to $84.73 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.86 to $85.82 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.86 to $86.30 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. Represents the grant of restricted stock units ("RSUs") that will vest over a one-year period, in four (4) successive equal quarterly installments on each of September 15, 2026, December 15, 2026, March 15, 2027 and June 15, 2027, subject to the reporting person's continuous service with the Issuer on each such vest date. Fully vested. 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 and has no expiration date.
Shares sold 13,500 shares Total Class A shares sold across open-market transactions on June 1, 2026
Derivative exercises/conversions 33,000 shares Total shares from option exercises and derivative conversions reported
Option exercise price $4.38/share Exercise price for 11,000-share stock option exercised on June 1, 2026
RSU grant size 3,709 units Restricted stock units granted on June 3, 2026, vesting over one year
Remaining convertible Class B stake 815,338 shares underlying Class B Common Stock indirectly held, convertible into Class A
Sale price range example $79.62–$86.30 Footnoted weighted-average sale price ranges across multiple tranches
Direct Class A after RSU grant 8,362 shares Total Class A Common Stock directly held after June 3, 2026 grant
Rule 10b5-1 trading plan financial
"This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted stock units ("RSUs") financial
"Represents the grant of restricted stock units ("RSUs") that will vest over a one-year period, in four (4) successive equal quarterly installments..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
weighted average price financial
"The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B Common Stock financial
"Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
co-trustee financial
"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..."
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SEC Form 4
FORM 4UNITED 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*
THOMPSON JOHN WENDELL

(Last)(First)(Middle)
C/O RUBRIK INC.
3495 DEER CREEK ROAD

(Street)
PALO ALTO CALIFORNIA 94304

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/01/2026S(1)100D$79.9117,400IBy John and Sandra Thompson Trust(2)
Class A Common Stock06/01/2026S(1)300D$82.45(3)17,100IBy John and Sandra Thompson Trust(2)
Class A Common Stock06/01/2026S(1)160D$83.49(4)16,940IBy John and Sandra Thompson Trust(2)
Class A Common Stock06/01/2026S(1)1,140D$84.64(5)15,800IBy John and Sandra Thompson Trust(2)
Class A Common Stock06/01/2026S(1)800D$85.87(6)15,000IBy John and Sandra Thompson Trust(2)
Class A Common Stock06/01/2026C11,000A$015,653D
Class A Common Stock06/01/2026S(1)200D$79.77(7)15,453D
Class A Common Stock06/01/2026S(1)750D$82.13(8)14,703D
Class A Common Stock06/01/2026S(1)991D$82.73(9)13,712D
Class A Common Stock06/01/2026S(1)4,000D$84.41(10)9,712D
Class A Common Stock06/01/2026S(1)3,359D$85.3(11)6,353D
Class A Common Stock06/01/2026S(1)1,700D$86.07(12)4,653D
Class A Common Stock06/03/2026A(13)3,709A$08,362D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$4.3806/01/2026M11,000 (14)01/21/2028Class B Common Stock11,000$099,946D
Class B Common Stock(15)06/01/2026M11,000 (15) (15)Class A Common Stock11,000(15)61,001D
Class B Common Stock(15)06/01/2026C11,000 (15) (15)Class A Common Stock11,000(15)50,001D
Class B Common Stock(15) (15) (15)Class A Common Stock815,338815,338IBy John and Sandra Thompson Trust(2)
Explanation of Responses:
1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.
2. 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.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.99 to $82.89 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 $83.22 to $83.95 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.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.28 to $85.15 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 $85.31 to $86.26 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.
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.62 to $79.91 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.
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.41 to $82.39 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.
9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.45 to $83.16 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.
10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.84 to $84.73 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.
11. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.86 to $85.82 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.
12. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.86 to $86.30 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.
13. Represents the grant of restricted stock units ("RSUs") that will vest over a one-year period, in four (4) successive equal quarterly installments on each of September 15, 2026, December 15, 2026, March 15, 2027 and June 15, 2027, subject to the reporting person's continuous service with the Issuer on each such vest date.
14. Fully vested.
15. 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 and has no expiration date.
/s/ Larry Guo, Attorney-in-Fact06/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

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

John Wendell Thompson reported selling 13,500 shares of Rubrik Class A Common Stock, exercising or converting derivatives for 33,000 shares, and receiving 3,709 restricted stock units. These transactions combine liquidity, derivative exercises, and new equity compensation in a single Form 4 filing.

Were Rubrik (RBRK) insider share sales made under a Rule 10b5-1 plan?

Yes. A footnote states the reported sale was effected under a Rule 10b5-1 trading plan adopted on October 6, 2025. Such plans pre-schedule trades, indicating these sales were planned in advance rather than timed reactively to short-term market movements.

How many Rubrik (RBRK) shares did John Wendell Thompson sell and at what prices?

Thompson and a related trust sold a combined 13,500 Class A shares in multiple open-market trades. Footnotes show weighted-average prices with ranges generally between about $79.62 and $86.30 per share, reflecting several tranches executed across different price levels on June 1, 2026.

What stock option activity did Rubrik (RBRK) director Thompson report?

He exercised stock options covering 11,000 shares of Rubrik Class B Common Stock with an exercise price of $4.38 per share. Those options were fully vested and converted into Class B, which in turn is convertible into Class A Common Stock under Rubrik’s capital structure.

What is the size and schedule of the new RSU grant to Rubrik (RBRK) director Thompson?

Thompson received 3,709 restricted stock units. These RSUs vest over one year in four equal quarterly installments on September 15, 2026, December 15, 2026, March 15, 2027, and June 15, 2027, contingent on his continued service with Rubrik.

How many Rubrik (RBRK) shares does Thompson continue to hold indirectly after these transactions?

A derivative summary shows an indirect position in Class B Common Stock convertible into 815,338 shares of Class A Common Stock through the John and Sandra Thompson Trust. This large convertible stake remains in addition to his direct Class A holdings after the reported trades.