Rubrik (RBRK) director exercises RSUs, reports 895k+ Class A holdings

Rhea-AI Filing Summary

Rubrik, Inc. director reports equity award conversions and holdings. On 12/16/2025, the reporting person exercised two Restricted Stock Unit awards for 16,668 and 8,334 RSUs, each converting into the same number of shares of Class B Common Stock, which in turn are convertible into Class A Common Stock on a one-for-one basis.

Following these transactions, the reporting person directly holds 50,001 shares of Class A Common Stock and indirectly holds 845,338 shares of Class A Common Stock through the John and Sandra Thompson Trust, where the reporting person serves as co-trustee. The RSUs had a $0 exercise price and vest in annual tranches subject to continued service and prior satisfaction of a liquidity event condition tied to Rubrik’s initial public offering.

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^*

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)
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

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	(1)	12/16/2025		M			16,668	(2)	11/28/2029	Class B Common Stock	16,668	$0	0	D
Restricted Stock Units	(1)	12/16/2025		M			8,334	(3)	11/28/2029	Class B Common Stock	8,334	$0	0	D
Class B Common Stock	(4)	12/16/2025		M		25,002		(4)	(4)	Class A Common Stock	25,002	(4)	50,001	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	845,338		845,338	I	By John and Sandra Thompson Trust(5)

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Class B Common Stock.

2. The RSUs shall vest as follows: 1/3 of the shares subject to the RSU vested on December 15, 2023, and 1/3 of the shares subject to the RSU vest every year 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).

3. The RSUs shall vest as follows: 1/3 of the shares subject to the RSU vested on December 15, 2023, and 1/3 of the shares subject to the RSU vest every year 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's continued service as Lead Independent Director of the Issuer's board of directors.

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.

5. 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.

	/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.
* 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.

FAQ

What insider transaction did Rubrik (RBRK) disclose in this Form 4?

The filing shows a Rubrik director exercised two Restricted Stock Unit awards on 12/16/2025, converting 16,668 and 8,334 RSUs into the same number of shares of Class B Common Stock, which are convertible into Class A Common Stock on a one-for-one basis.

How many Rubrik (RBRK) shares does the reporting person own after the transaction?

After the reported transactions, the reporting person directly owns 50,001 shares of Rubrik Class A Common Stock and indirectly owns 845,338 shares of Rubrik Class A Common Stock through the John and Sandra Thompson Trust.

What are the terms of the Rubrik (RBRK) RSU vesting for this director?

For each RSU grant, 1/3 vested on December 15, 2023, and 1/3 vests each year thereafter, subject to a liquidity event-based vesting condition that was satisfied upon effectiveness of Rubrik’s Form S-1 registration statement for its initial public offering and continued service requirements.

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

Each share of Rubrik Class B Common Stock automatically converts into one share of Class A Common Stock upon sale or transfer (with certain exceptions) and is also convertible at any time at the option of the reporting person, all on a one-for-one basis.

What role does the reporting person have at Rubrik (RBRK)?

The reporting person is identified as a Director of Rubrik, Inc., and one of the RSU grants is subject to the reporting person’s continued service as Lead Independent Director of Rubrik’s board of directors.

Who holds the indirect Rubrik (RBRK) shares reported in this Form 4?

The indirect holdings of 845,338 shares of Class A Common Stock are held by the John and Sandra Thompson Trust, for which the reporting person is a co-trustee and shares voting and dispositive power with a spouse.