Rubrik Form 4: CTO’s $3.8M tax sale, >10M shares still held
Rhea-AI Filing Summary
Rubrik, Inc. (RBRK) – Form 4 insider activity: Chief Technology Officer and director Arvind Nithrakashyap reported transactions dated 06/17/2025. He converted 81,250 Class B shares/RSUs into Class A shares at no cost and sold 43,128 Class A shares at an average price of $88.5629, a sale valued at roughly $3.8 million. The sale was executed under the company’s mandatory sell-to-cover policy to satisfy tax withholding generated by the RSU vesting.
After the transactions, the reporting person directly owns 10,330,945 Class A shares and indirectly owns 200,000 Class A shares via a family trust, in addition to 38,122 recently acquired Class A shares. Overall ownership remains above 10.5 million shares, indicating continued insider alignment. No other derivative grants were issued; activity reflects routine vesting and tax-related dispositions.
Positive
- Insider retains over 10.5 million Class A shares, indicating continued long-term alignment with shareholders.
Negative
- 43,128 shares sold at $88.5629 could be interpreted as minor insider selling, though stated as tax-related.
Insights
TL;DR: Routine RSU vesting; small tax-related sale, insider still holds >10 M shares – neutral market impact.
The conversion of 81,250 RSUs and subsequent automatic conversion of Class B to Class A shares are expected under Rubrik’s equity plan. The $3.8 million sell-to-cover represents ≈0.4 % of the insider’s total stake, leaving his economic exposure largely intact. No option exercises, new grants, or unusual codes appear. Given the modest size relative to daily trading volume and the stated tax motive, I view the disclosure as not materially price-moving.
TL;DR: Filing shows compliant Rule 10b5-1/tax procedures; governance posture unchanged.
Nithrakashyap’s sale follows the company’s mandatory sell-to-cover rule, reducing potential perception of opportunistic trading. The ongoing large ownership (>10 M shares) maintains vote concentration but also signals commitment. There are no red flags such as unusual trading windows or multiple insiders selling simultaneously. Overall corporate-governance risk profile remains stable.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 81,250 | $0.00 | -- |
| Exercise | Class B Common Stock | 81,250 | $0.00 | -- |
| Conversion | Class B Common Stock | 81,250 | $0.00 | -- |
| Conversion | Class A Common Stock | 81,250 | $0.00 | -- |
| Sale | Class A Common Stock | 43,128 | $88.5629 | $3.82M |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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). Each RSU represents a contingent right to receive one share of Class B Common Stock. 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. 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. 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.
