Rubrik (RBRK) director logs option exercise and 10b5-1 share sales

Rhea-AI Filing Summary

Rubrik, Inc. director John Wendell Thompson reported a mix of option exercises, share conversions, and sales dated February 2, 2026. He exercised a stock option for 11,000 shares of Class B Common Stock at an exercise price of $4.38 per share, which were associated with fully vested awards.

The filing shows these Class B shares converting into 11,000 shares of Class A Common Stock and subsequent sales of Class A shares in multiple tranches at weighted average prices including $54.52, $55.64, $56.42, $54.42, $55.65 and $56.26 per share. Some sales were made indirectly through the John and Sandra Thompson Trust under a Rule 10b5-1 trading plan adopted on October 6, 2025, with the trust holding shares where Thompson and his spouse share voting and dispositive power.

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
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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^*

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)
02/02/2026

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	02/02/2026		S(1)		1,100	D	$54.52(2)	27,398	I	By John and Sandra Thompson Trust(3)
Class A Common Stock	02/02/2026		S(1)		900	D	$55.64(4)	26,498	I	By John and Sandra Thompson Trust(3)
Class A Common Stock	02/02/2026		S(1)		500	D	$56.42(5)	25,998	I	By John and Sandra Thompson Trust(3)
Class A Common Stock	02/02/2026		C		11,000	A	$0	14,655	D
Class A Common Stock	02/02/2026		S(1)		4,498	D	$54.42(6)	10,157	D
Class A Common Stock	02/02/2026		S(1)		3,902	D	$55.65(7)	6,255	D
Class A Common Stock	02/02/2026		S(1)		2,600	D	$56.26(8)	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
Stock Option (Right to Buy)	$4.38	02/02/2026		M			11,000	(9)	01/21/2028	Class B Common Stock	11,000	$0	143,946	D
Class B Common Stock	(10)	02/02/2026		M		11,000		(10)	(10)	Class A Common Stock	11,000	(10)	61,001	D
Class B Common Stock	(10)	02/02/2026		C			11,000	(10)	(10)	Class A Common Stock	11,000	(10)	50,001	D
Class B Common Stock	(10)							(10)	(10)	Class A Common Stock	815,338		815,338	I	By John and Sandra Thompson Trust(3)

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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.18 to $55.09 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 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.18 to $56.01 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 $56.31 to $56.52 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 $54.08 to $55.07 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 $55.08 to $56.04 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 $56.08 to $56.50 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. Fully vested.

10. 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	02/03/2026
	** 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 Thompson report?

John Wendell Thompson reported exercising 11,000 stock options for Class B Common Stock and converting them into 11,000 Class A shares, then selling several Class A tranches at weighted average prices in the mid-$50s per share on February 2, 2026.

Were Rubrik (RBRK) director John Thompson’s sales under a Rule 10b5-1 plan?

Yes. The filing states the reported sale was effected under a Rule 10b5-1 trading plan adopted on October 6, 2025. Such plans pre-schedule trades, providing a structured framework for insider sales over time.

How are John and Sandra Thompson Trust shares in Rubrik (RBRK) treated in the Form 4?

The Form 4 explains that certain Class A and Class B Rubrik shares are held by the John and Sandra Thompson Trust. John Thompson serves as co-trustee and shares voting and dispositive power over these holdings with his spouse, so they are reported as indirect ownership.

What prices did Rubrik (RBRK) director John Thompson receive for the Class A shares sold?

The filing reports weighted average sale prices including $54.52, $55.64, $56.42, $54.42, $55.65 and $56.26 per Class A share. Footnotes note that each average reflects multiple transactions within narrow price ranges on February 2, 2026.

What does the Form 4 say about conversion of Rubrik (RBRK) Class B to Class A shares?

According to the footnotes, each share of Class B Common Stock automatically converts into one Class A share upon sale or transfer, subject to certain exceptions, and may also be converted at any time at John Thompson’s option on a one-for-one basis.

What type of derivative security did Rubrik (RBRK) director John Thompson exercise?

He exercised a stock option described as a “Stock Option (Right to Buy)” with an exercise price of $4.38 per share. The option related to 11,000 shares of Class B Common Stock and was fully vested as noted in the filing’s footnotes.