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  4. [Form 4] Rubrik, Inc. Insider Trading Activity

RBRK insider converts 9,009 Class B to A; sells at $74–$76

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

Rhea-AI Filing Summary

Rubrik (RBRK) director reported Form 4 activity on 11/03/2025 via the John and Sandra Thompson Trust. The trust converted 9,009 shares of Class B Common Stock into Class A at $0 and sold those Class A shares in three tranches: 1,106 at a weighted average $74.43, 7,403 at $75.55, and 500 at $76.21.

The sales were effected under a Rule 10b5-1 trading plan adopted October 15, 2024. Following these transactions, the trust held 998 Class A shares indirectly and 854,347 derivative securities (Class B) indirectly. Footnotes state the reported prices are weighted averages with trade ranges available upon request and that Class B converts to Class A on a one-for-one basis.

Positive

  • None.

Negative

  • None.
Insider THOMPSON JOHN WENDELL
Role Director
Sold 9,009 shs ($680K)
Type Security Shares Price Value
Conversion Class B Common Stock 9,009 $0.00 --
Conversion Class A Common Stock 9,009 $0.00 --
Sale Class A Common Stock 1,106 $74.43 $82K
Sale Class A Common Stock 7,403 $75.55 $559K
Sale Class A Common Stock 500 $76.21 $38K
holding Class B Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class B Common Stock — 854,347 shares (Indirect, By John and Sandra Thompson Trust); Class A Common Stock — 10,007 shares (Indirect, By John and Sandra Thompson Trust); Class B Common Stock — 24,999 shares (Direct); Class A Common Stock — 2,702 shares (Direct)
Footnotes (1)
  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. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.92 to $74.82 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 $74.97 to $75.95 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 $76.07 to $76.44 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. 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.
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Form 4 Insider Transactions: What Each Field Means →
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*
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)
11/03/2025
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 11/03/2025 C 9,009 A $0 10,007 I By John and Sandra Thompson Trust(1)
Class A Common Stock 11/03/2025 S(2) 1,106 D $74.43(3) 8,901 I By John and Sandra Thompson Trust(1)
Class A Common Stock 11/03/2025 S(2) 7,403 D $75.55(4) 1,498 I By John and Sandra Thompson Trust(1)
Class A Common Stock 11/03/2025 S(2) 500 D $76.21(5) 998 I By John and Sandra Thompson Trust(1)
Class A Common Stock 2,702 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 (6) 11/03/2025 C 9,009 (6) (6) Class A Common Stock 9,009 (6) 854,347 I By John and Sandra Thompson Trust(1)
Class B Common Stock (6) (6) (6) Class A Common Stock 24,999 24,999 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. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024.
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.92 to $74.82 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.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.97 to $75.95 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 $76.07 to $76.44 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. 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/ Anne-Kathrin Lalendran, Attorney-in-Fact 11/04/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Rubrik (RBRK) insiders report on this Form 4?

A director’s trust converted 9,009 Class B shares to Class A and sold them in three transactions on 11/03/2025.

How many Rubrik (RBRK) shares were sold and at what prices?

1,106 at $74.43, 7,403 at $75.55, and 500 at $76.21, each as weighted-average prices with detailed ranges available upon request.

Was the Rubrik (RBRK) sale under a 10b5-1 plan?

Yes. The sales were made under a Rule 10b5-1 trading plan adopted on October 15, 2024.

What is the director’s indirect Class A ownership after the transactions?

The trust held 998 Class A shares indirectly after the reported trades.

How many Rubrik (RBRK) Class B (derivative) shares remain held indirectly?

854,347 derivative securities (Class B Common Stock) were reported as indirectly owned following the transactions.

What is the conversion ratio between Rubrik Class B and Class A shares?

Per the footnotes, Class B converts into Class A on a one-for-one basis, subject to terms in the certificate of incorporation.

Who holds the reported Rubrik (RBRK) shares?

The shares are held by the John and Sandra Thompson Trust, for which the reporting person is a co-trustee.