Rubrik (NYSE: RBRK) CTO sells shares to cover RSU tax obligations

Rhea-AI Filing Summary

Rubrik, Inc. Chief Technology Officer Arvind Nithrakashyap reported vesting and conversion of 40,625 restricted stock units (RSUs) into Class B, then Class A, common stock. Each RSU represents one share of Class B common stock, which is convertible into Class A on a one-for-one basis.

On the same date, he sold 28,967 Class A shares at $48.1957 per share pursuant to a company policy requiring sell-to-cover transactions to satisfy tax obligations arising from RSU vesting. After these transactions, he holds 348,668 Class A shares directly, 10,230,945 Class B shares directly, and 200,000 Class B shares indirectly through a revocable trust where he 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^*

Nithrakashyap Arvind

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/24/2026		C		40,625	A	$0	377,635	D
Class A Common Stock	03/24/2026		S		28,967(1)	D	$48.1957	348,668	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
Restricted Stock Unit	(2)	03/24/2026		M			40,625	(3)	08/06/2029	Class B Common Stock	40,625	$0	0	D
Class B Common Stock	(4)	03/24/2026		M		40,625		(4)	(4)	Class A Common Stock	40,625	$0	10,271,570	D
Class B Common Stock	(4)	03/24/2026		C			40,625	(4)	(4)	Class A Common Stock	40,625	$0	10,230,945	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	200,000		200,000	I	By Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust(5)

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs).

2. Each RSU represents a contingent right to receive one share of Class B Common Stock.

3. The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vest in sixteen equal quarterly installments measured from January 27, 2022 and the Issuer's achievement of a specified average price per share prior to the earlier of (i) the five year anniversary of the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering and (ii) the expiration of the RSU award, subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan) as a full time employee of the Issuer on each such date.

4. 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

5. The shares are held of record by Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust, for which the Reporting Person serves as trustee and shares voting and dispositive power with his spouse.

	/s/ Larry Guo, Attorney-in-Fact	03/26/2026
	** 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.
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 did Rubrik (RBRK) CTO Arvind Nithrakashyap report on this Form 4?

Rubrik CTO Arvind Nithrakashyap reported vesting and conversion of 40,625 RSUs into Class B and then Class A common stock, plus a related sale of 28,967 Class A shares, all dated March 24, 2026.

How many Rubrik (RBRK) shares did the CTO sell and at what price?

He sold 28,967 shares of Rubrik Class A common stock at $48.1957 per share. This sale occurred on March 24, 2026 and is described as part of a transaction tied to RSU vesting activity.

Was the Rubrik (RBRK) CTO’s share sale part of a tax sell-to-cover?

Yes. The footnotes state the sale was effected under Rubrik’s policy requiring sell-to-cover transactions to satisfy certain tax obligations incurred from vesting and settlement of restricted stock units granted to the CTO.

How many Rubrik (RBRK) shares does the CTO hold after these transactions?

Following the reported transactions, he directly holds 348,668 Class A shares and 10,230,945 Class B shares. He also indirectly holds 200,000 Class B shares through a revocable trust where he serves as trustee with shared voting and dispositive power.

What are the terms of the Rubrik (RBRK) RSUs held by the CTO?

Each restricted stock unit represents a contingent right to receive one share of Class B common stock. The RSUs vest in sixteen equal quarterly installments from January 27, 2022, subject to a specified average price condition and his continued full-time service relationship.

How do Rubrik (RBRK) Class B shares convert into Class A for the CTO?

Each Class B share held by the CTO automatically converts into one Class A share upon sale or transfer, subject to certain exceptions. Class B shares are also convertible into Class A at any time at his option, on a one-for-one basis.

How are the CTO’s indirect Rubrik (RBRK) holdings structured?

Indirect holdings are recorded in the name of Arvind Nithrakashyap, as trustee of the Nithrakashyap/Chatterjee Revocable Trust. He shares voting and dispositive power over these 200,000 Class B shares with his spouse, according to the footnote disclosure.