Rubrik (RBRK) insider files trades after RSU vesting and tax sell-to-cover

Rhea-AI Filing Summary

Rubrik, Inc. officer and President, Global Sales & Field Operations reported equity award activity and related stock sales. On December 16, 2025, the reporting person acquired 6,250 shares of Class A common stock at $0 in connection with vesting and settlement of restricted stock units (RSUs), and held 345,569 shares afterward.

On December 17, 2025, the insider sold 2,851 Class A shares at $76.18 per share and 1,946 Class A shares at $76.19 per share, reducing direct holdings to 340,772 Class A shares. The filing notes that the sale was required under the company’s sell‑to‑cover policy to satisfy tax obligations from RSU vesting. Each RSU represents one share of Class B common stock, which is convertible into Class A common stock on a one‑for‑one basis under specified conditions.

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^*

McCarthy Brian K.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres.,Global Sales & Field Ops

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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	12/16/2025		C		6,250	A	$0	345,569	D
Class A Common Stock	12/17/2025		S		2,851(1)	D	$76.18	342,718	D
Class A Common Stock	12/17/2025		S		1,946(1)	D	$76.19	340,772	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 Units	(2)	12/16/2025		M			6,250	(3)	04/13/2029	Class B Common Stock	6,250	$0	6,250	D
Class B Common Stock	(4)	12/16/2025		M		6,250		(4)	(4)	Class A Common Stock	6,250	(4)	6,250	D
Class B Common Stock	(4)	12/16/2025		C			6,250	(4)	(4)	Class A Common Stock	6,250	(4)	0	D

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 RSUs shall vest as follows: 1/16 of the shares subject to the RSU vested on June 15, 2022, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all 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).

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 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	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Rubrik (RBRK) report in this Form 4?

The Form 4 reports that the Rubrik officer acquired 6,250 Class A common shares at $0 from RSU vesting on December 16, 2025, then sold 2,851 shares at $76.18 and 1,946 shares at $76.19 on December 17, 2025.

Who is the Rubrik (RBRK) insider involved and what is their role?

The reporting person is an officer of Rubrik, Inc., serving as President, Global Sales & Field Operations, and filed individually as one reporting person.

How many Rubrik (RBRK) shares does the insider own after these transactions?

After the reported transactions, the officer directly beneficially owns 340,772 shares of Class A common stock.

Why were some Rubrik (RBRK) shares sold in this filing?

The explanation states the sale was made under Rubrik’s policy requiring sell‑to‑cover transactions to satisfy certain tax obligations arising from RSU vesting and settlement.

How do Rubrik (RBRK) RSUs relate to Class A and Class B shares?

Each RSU gives a contingent right to receive one share of Class B common stock, and each Class B share is convertible into one Class A share under conditions described in Rubrik’s governing documents.

What is the vesting schedule described for the Rubrik (RBRK) RSUs?

The RSUs vest as follows: 1/16 of the shares vested on June 15, 2022, and 1/16 vest every quarter thereafter, plus a liquidity event‑based condition that was satisfied upon effectiveness of Rubrik’s Form S‑1 for its initial public offering.