RBRK Form 4: CFO Exercises Options, Sells Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Rubrik, Inc. insider transactions by CFO Kiran Choudary on 09/03/2025: The filing shows the CFO acquired 2,000 shares of Class A common stock at no cash cost and exercised options, and separately sold 3,500 shares at $88.26 each under a pre-existing Rule 10b5-1 plan adopted January 15, 2025. After the transactions the reporting person beneficially owned 515,595 Class A shares and held derivative interests that translate to additional Class A shares upon conversion or exercise. The sales were executed pursuant to a written trading plan and option vesting schedules are disclosed.

Positive

• Sale executed under a written Rule 10b5-1 plan, indicating the transaction was pre-planned and compliant with insider trading rules
• Detailed disclosure of option vesting and conversion mechanics increases transparency about future potential share supply
• Reporting person retains a substantial beneficial ownership (515,595 Class A shares) after the transactions

Negative

• Insider sale of 3,500 shares at $88.26 represents a reduction in holding that investors may note
• Option exercises created additional potential share supply that could dilute existing shareholders when converted or sold

Insights

Financial Analyst

TL;DR: Routine insider option exercise and small planned sale under a 10b5-1 plan; not an exceptional market signal.

The filing documents an option exercise and a sale of 3,500 shares at $88.26 under a Rule 10b5-1 plan adopted January 15, 2025. The CFO retains a large remaining stake (~515,595 Class A shares) and also holds Class B shares convertible into Class A. Transaction sizes are modest relative to total holdings disclosed here, and the use of a 10b5-1 plan indicates the sale was pre-planned rather than opportunistic.

Corporate Governance Expert

TL;DR: Disclosure follows governance best practices with a documented 10b5-1 plan and clear vesting and conversion explanations.

The Form 4 provides required details: relationship (CFO), transaction codes, exercise prices, vesting description, and conversion mechanics for Class B shares. The signature by an attorney-in-fact is included. The filing clearly notes the Rule 10b5-1 plan adoption date, supporting compliance with insider trading protocols.

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
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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).

X

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^*

Choudary Kiran Kumar

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		C		2,000	A	$0	519,095	D
Class A Common Stock	09/03/2025		S(1)		3,500	D	$88.26	515,595	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
Stock Option (Right to Buy)	$7.99	09/03/2025		M			2,000	(2)	09/17/2028	Class B Common Stock	2,000	$0	62,450	D
Class B Common Stock	(3)	09/03/2025		M		2,000		(3)	(3)	Class A Common Stock	2,000	$0	2,000	D
Class B Common Stock	(3)	09/03/2025		C			2,000	(3)	(3)	Class A Common Stock	2,000	$0	0	D

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted January 15, 2025.

2. 1/4 of the shares subject to the option vested on August 20, 2019, and 1/48 of the shares vested monthly thereafter.

3. 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	09/04/2025
	** 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.
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FAQ

What insider activity did Rubrik (RBRK) disclose for its CFO on 09/03/2025?

The CFO acquired 2,000 Class A shares via option-related transactions and sold 3,500 shares at $88.26 per share on 09/03/2025.

Was the sale by Rubrik CFO part of a planned trading program?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on January 15, 2025.

How many Rubrik shares did the reporting person own after the transactions?

The reporting person beneficially owned 515,595 Class A common shares following the reported transactions.

Did the Form 4 disclose option vesting or conversion terms?

Yes. The filing states the option vested with an initial 1/4 on August 20, 2019 and monthly thereafter, and explains Class B to Class A conversion mechanics.

What was the exercise price of the options exercised?

The stock option shown had an exercise price of $7.99 per share.