[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rubrik, Inc. (RBRK) – Insider Form 4 dated 06/30/2025

The filing covers a complex set of internal equity movements executed on 06/26/2025 by Lightspeed-affiliated funds and partners Barry Eggers and Peter Nieh, who are 10% owners and directors of the issuer. The key transactions were:

• Conversion (Code C): A total of 9,641,000 Class B shares were automatically converted into an equal number of Class A shares across five Lightspeed entities (4.44 m; 2.004 m; 1.274 m; 1.031 m; 0.892 m). All conversions were booked at $0 consideration.
• In-kind distributions (Code J): The newly issued Class A shares were subsequently redistributed at no cost among related Lightspeed vehicles, general partners, management companies and the two individual insiders. For example, Lightspeed Venture Partners IX disposed of its 4.44 m converted shares, which were received pro-rata by Lightspeed General Partner IX and other Lightspeed entities.
• Resulting holdings: • Lightspeed Venture Partners IX shows 0 Class A shares post-distribution. • Lightspeed General Partner IX, Select II GP and several SPV managers now report newly acquired Class A positions (e.g., 1.159 m shares for LGP IX, 218.6 k for LGP Select II). • Barry Eggers and Peter Nieh each report 59,182 Class A shares held directly after receiving distributions. • Derivative table indicates 5.55 m Class B shares still held indirectly, plus 1.29 m; 2.51 m; 1.97 m; 1.38 m by affiliated entities.

No open-market sales occurred; all activity reflects internal conversions and non-cash transfers intended to re-allocate ownership among related funds. The movements increase the outstanding Class A share count but do not change Rubrik’s total shares outstanding. Voting dynamics may shift because Class B shares convert to Class A upon transfer as described in footnote 31.

Positive

• 9.64 million Class B shares converted to Class A, expanding the lower-vote share class and marginally improving corporate governance transparency.
• No open-market selling or cash proceeds; insiders maintained economic exposure, signalling continued commitment to the issuer.

Negative

• Increase in freely tradable Class A shares may add supply to the market once distributed holders decide to liquidate positions.
• Reduction of Class B holdings could foreshadow future selling activity by new recipients even though none has occurred yet.

Insights

Corporate Governance Analyst

TL;DR – Large internal conversion of 9.6 m Class B to Class A; no cash sales; governance impact, market impact neutral near-term.

The Form 4 shows Lightspeed’s orderly unwinding of Class B positions into Class A followed by in-kind distributions. Because the shares remain within Lightspeed-controlled entities and were transferred at $0, there is no immediate liquidity event or change in economic exposure. However, converting high-vote Class B into Class A lowers insiders’ relative voting power and raises the public-float share class, modestly enhancing minority shareholder influence. From a governance lens the action is neutral to slightly positive; it reduces dual-class asymmetry without dilutive issuance.

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).

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^*

Eggers Barry

(Last) (First) (Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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	06/26/2025		C		4,440,000	A	$0	4,440,000	D(1)
Class A Common Stock	06/26/2025		C		1,031,000	A	$0	1,031,000	I	By Lightspeed Venture Partners Select II, L.P.(2)
Class A Common Stock	06/26/2025		C		2,004,000	A	$0	2,004,000	I	By Lightspeed SPV I, LLC(3)
Class A Common Stock	06/26/2025		C		1,274,000	A	$0	1,274,000	I	By Lightspeed SPV I-B, LLC(4)
Class A Common Stock	06/26/2025		C		892,000	A	$0	892,000	I	By Lightspeed SPV I-C, LLC(5)
Class A Common Stock	06/26/2025		J(6)		4,440,000	D	$0	0	D(1)
Class A Common Stock	06/26/2025		J(7)		1,159,950	A	$0	1,159,950	I	By Lightspeed General Partner IX, L.P.(8)
Class A Common Stock	06/26/2025		J(9)		1,159,950	D	$0	0	I	By Lightspeed General Partner IX, L.P.(8)
Class A Common Stock	06/26/2025		J(10)		1,031,000	D	$0	0	I	By Lightspeed Venture Partners Select II, L.P.(2)
Class A Common Stock	06/26/2025		J(11)		218,572	A	$0	218,572	I	By Lightspeed General Partner Select II, L.P.(12)
Class A Common Stock	06/26/2025		J(13)		218,572	D	$0	0	I	By Lightspeed General Partner Select II, L.P.(12)
Class A Common Stock	06/26/2025		J(14)		2,004,000	D	$0	0	I	By Lightspeed SPV I, LLC(3)
Class A Common Stock	06/26/2025		J(15)		1,274,000	D	$0	0	I	By Lightspeed SPV I-B, LLC(4)
Class A Common Stock	06/26/2025		J(16)		892,000	D	$0	0	I	By Lightspeed SPV I-C, LLC(5)
Class A Common Stock	06/26/2025		J(17)		400,800	A	$0	400,800	I	By LS SPV Management, LLC(18)
Class A Common Stock	06/26/2025		J(19)		400,800	D	$0	0	I	By LS SPV Management, LLC(18)
Class A Common Stock	06/26/2025		J(20)(21)		16,984	A	$0	16,984	I	By Lightspeed Management Company, L.L.C.(22)
Class A Common Stock	06/26/2025		J(23)		37,961	A	$0	59,182	D(24)
Class A Common Stock	06/26/2025		J(20)(21)		166,963	A	$0	356,242	I	By Eggers Investments LP - Fund 2(25)
Class A Common Stock	06/26/2025		J(23)		37,961	A	$0	59,182	D(26)
Class A Common Stock	06/26/2025		J(20)		146,773	A	$0	396,874	I	By Nieh Family Investments LP - Fund 2(27)
Class A Common Stock	06/26/2025		J(21)		20,190	A	$0	50,331	I	By Nieh Family Investments LP - Fund 4(28)
Class A Common Stock								649	I	By Nieh Family Investments LP - Fund 1(29)
Class A Common Stock								8,387	I	By Nieh Family Investments LP - Fund 3(30)

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	(31)	06/26/2025		C			4,440,000	(31)	(31)	Class A Common Stock	4,440,000	$0	5,549,816	D(1)
Class B Common Stock	(31)	06/26/2025		C			1,031,000	(31)	(31)	Class A Common Stock	1,031,000	$0	1,288,410	I	By Lightspeed Venture Partners Select II, L.P.(2)
Class B Common Stock	(31)	06/26/2025		C			2,004,000	(31)	(31)	Class A Common Stock	2,004,000	$0	2,507,457	I	By Lightspeed SPV I, LLC(3)
Class B Common Stock	(31)	06/26/2025		C			1,274,000	(31)	(31)	Class A Common Stock	1,274,000	$0	1,973,511	I	By Lightspeed SPV I-B, LLC(4)
Class B Common Stock	(31)	06/26/2025		C			892,000	(31)	(31)	Class A Common Stock	892,000	$0	1,381,358	I	By Lightspeed SPV I-C, LLC(5)
Class B Common Stock	(31)							(31)	(31)	Class A Common Stock	101,659		101,659	I	By Lightspeed Venture Partners X, L.P.(32)

1. Name and Address of Reporting Person^*

Eggers Barry

(Last) (First) (Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Nieh Peter

(Last) (First) (Middle)

C/O LIGHTSPEED VENTURE PARTNERS

2200 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Shares are held by Lightspeed Venture Partners IX, L.P. ("Lightspeed IX"). Lightspeed General Partner IX, L.P. ("LGP IX") is the general partner of Lightspeed IX. Lightspeed Ultimate General Partner IX, Ltd. ("LUGP IX") is the general partner of LGP IX. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP IX and share voting and dispositive power with respect to the shares held by Lightspeed IX. Each of LGP IX, LUGP IX and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

2. Shares are held by Lightspeed Venture Partners Select II, L.P. ("Lightspeed Select II"). Lightspeed General Partner Select II, L.P. ("LGP Select II") is the general partner of Lightspeed Select II. Lightspeed Ultimate General Partner Select II, Ltd. ("LUGP Select II") is the general partner of LGP Select II. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP Select II and share voting and dispositive power with respect to the shares held by Lightspeed Select II. Each of LGP Select II, LUGP Select II and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

3. Shares are held by Lightspeed SPV I, LLC ("Lightspeed SPV I"). LS SPV Management, LLC ("LS SPV") is the manager of Lightspeed SPV I. Barry Eggers, Ravi Mhatre and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

4. Shares are held by Lightspeed SPV I-B, LLC ("Lightspeed SPV I-B"). LS SPV is the manager of Lightspeed SPV I-B. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-B. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

5. Shares are held by Lightspeed SPV I-C, LLC ("Lightspeed SPV I-C"). LS SPV is the manager of Lightspeed SPV I-C. Barry Eggers, Ravi Mhatre, and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by Lightspeed SPV I-C. Each of LS SPV and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

6. Represents an in-kind distribution by Lightspeed IX without consideration to its partners (including LGP IX).

7. Represents receipt of shares in the distribution in kind described in footnote (6).

8. Shares are held by LGP IX. LUGP IX is the general partner of LGP IX. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP IX and share voting and dispositive power with respect to the shares held by LGP IX. Each of LUGP IX and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

9. Represents an in-kind distribution by LGP IX without consideration to its partners.

10. Represents an in-kind distribution by Lightspeed Select II without consideration to its partners (including LGP Select II).

11. Represents receipt of shares in the distribution in kind described in footnote (10).

12. Shares are held by LGP Select II. LUGP Select II is the general partner of LGP Select II. Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP Select II and share voting and dispositive power with respect to the shares held by LGP Select II. Each of LUGP Select II and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

13. Represents an in-kind distribution by LGP Select II without consideration to its partners.

14. Represents an in-kind distribution by Lightspeed SPV I without consideration to its members (including LS SPV).

15. Represents an in-kind distribution by Lightspeed SPV I-B without consideration to its members.

16. Represents an in-kind distribution by Lightspeed SPV I-C without consideration to its members.

17. Represents receipt of shares in the distribution in kind described in footnote (14).

18. Shares are held by LS SPV. Barry Eggers, Ravi Mhatre and Peter Nieh are the managing members of LS SPV and share voting and dispositive power with respect to the shares held by LS SPV. Each of Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

19. Represents an in-kind distribution by LS SPV without consideration to its members.

20. Represents receipt of shares in the distribution in kind described in footnote (9).

21. Represents receipt of shares in the distribution in kind described in footnote (13).

22. Shares are held by Lightspeed Management Company, L.L.C. ("LMC"). Barry Eggers, Ravi Mhatre, and Peter Nieh are managing members of LMC and share voting and dispositive power with respect to the shares held by LMC. Each of Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

23. Represents receipt of shares in the distribution in kind described in footnote (19).

24. Shares are held by Barry Eggers.

25. Barry Eggers serves as trustee of the general partner of Eggers Investments LP - Fund 2.

26. Shares are held by Peter Nieh.

27. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 2.

28. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 4.

29. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 1.

30. Peter Nieh serves as co-trustee of the general partner of Nieh Family Investments LP - Fund 3.

31. Each share of Class B Common Stock 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 holder into one share of Class A Common Stock.

32. Shares are held by Lightspeed Venture Partners X, L.P. ("Lightspeed X"). Lightspeed General Partner X, L.P. ("LGP X") is the general partner of Lightspeed X. Lightspeed Ultimate General Partner X, Ltd. ("LUGP X") is the general partner of LGP X. Barry Eggers, Ravi Mhatre, and Peter Nieh are the directors of LUGP X and share voting and dispositive power with respect to the shares held by Lightspeed X. Each of LGP X, LUGP X and Messrs. Eggers and Nieh disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein. Mr. Mhatre is a director of the Issuer and files separate Section 16 reports.

Remarks:

This Form 4 is the second of two Forms 4 filed relating to the same events. Combined, the two Form 4s report transactions for the following Reporting Persons: Lightspeed Venture Partners IX, L.P., Lightspeed General Partner IX, L.P., Lightspeed Ultimate General Partner IX, Ltd., Lightspeed SPV I, LLC, Lightspeed SPV I-B, LLC, Lightspeed SPV I-C, LLC, LS SPV Management, LLC, Lightspeed Venture Partners Select II, L.P., Lightspeed General Partner Select II, L.P., Lightspeed Ultimate General Partner Select II, Ltd., Barry Eggers and Peter Nieh. This Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons.

	/s/ Barry Eggers	06/30/2025
	/s/ Peter Nieh	06/30/2025
	** 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

How many Rubrik Class B shares were converted on 06/26/2025?

9,641,000 Class B shares were converted into an equal number of Class A shares across five Lightspeed entities.

Did Barry Eggers or Peter Nieh sell any Rubrik shares?

No cash sales occurred; they received shares via in-kind distributions and now each holds 59,182 Class A shares directly.

What was the transaction price for the conversions and distributions?

All reported transactions were executed at $0, reflecting internal reallocations rather than market trades.

Will the conversion affect Rubrik's share count?

Total shares outstanding are unchanged, but the Class A float increases by 9.64 million shares.

Do Class B shares automatically convert in Rubrik (RBRK)?

Yes. Footnote 31 states each Class B share automatically converts to one Class A share upon transfer or can be voluntarily converted at any time.