STOCK TITAN

Rubrik (NYSE: RBRK) director sells 13,500 shares, holds 17,500 directly

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Rubrik, Inc. director John Wendell Thompson reported a mix of option exercises and share sales. He exercised or converted derivative securities into 11,000 shares of Class A Common Stock at an exercise price of $4.38 per share, increasing his direct Class A holdings to 17,500 shares.

On the same date, he sold a total of 13,500 shares of Class A Common Stock in open-market transactions at weighted average prices ranging from about $54.67 to $56.37 per share, including sales executed pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2025. After these transactions, he holds 17,500 Class A shares directly and 18,000 Class A shares indirectly through the John and Sandra Thompson Trust, which also holds Class B Common Stock convertible into 815,338 Class A shares.

Positive

  • None.

Negative

  • None.
Insider THOMPSON JOHN WENDELL
Role null
Sold 13,500 shs ($749K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 11,000 $0.00 --
Exercise Class B Common Stock 11,000 $0.00 --
Conversion Class B Common Stock 11,000 $0.00 --
Sale Class A Common Stock 2,000 $55.39 $111K
Sale Class A Common Stock 500 $56.00 $28K
Conversion Class A Common Stock 11,000 $0.00 --
Sale Class A Common Stock 7,197 $55.25 $398K
Sale Class A Common Stock 3,803 $55.92 $213K
holding Class B Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 110,946 shares (Direct, null); Class B Common Stock — 61,001 shares (Direct, null); Class A Common Stock — 18,000 shares (Indirect, By John and Sandra Thompson Trust); Class A Common Stock — 15,653 shares (Direct, null); Class B Common Stock — 815,338 shares (Indirect, By John and Sandra Thompson Trust)
Footnotes (1)
  1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.90 to $55.89 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.90 to $56.31 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.67 to $55.66 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.67 to $56.37 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote. Fully vested. 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.
Shares sold 13,500 shares Total Class A shares sold in open-market transactions on 2026-05-01
Sale price range $54.67–$56.37 per share Weighted average price ranges from multiple Class A sales
Options/derivatives exercised 11,000 shares Class A shares acquired via derivative exercises/conversions on 2026-05-01
Option exercise price $4.38 per share Stock option (right to buy) exercise price for 11,000 shares
Direct Class A holdings 17,500 shares Total Class A Common Stock held directly after transactions
Trust Class A holdings 18,000 shares Class A Common Stock held indirectly by John and Sandra Thompson Trust after sales
Convertible Class B underlying 815,338 shares Class A shares underlying Class B Common Stock held indirectly via trust
Net share direction -13,500 shares Net buy-sell shares across all reported transactions (net-sell)
Rule 10b5-1 trading plan regulatory
"This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B Common Stock financial
"Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock..."
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
derivative security financial
"Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
Stock Option (Right to Buy) financial
"Stock Option (Right to Buy)"
co-trustee regulatory
"for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse."
SEC Form 4
FORM 4UNITED 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).
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*
THOMPSON JOHN WENDELL

(Last)(First)(Middle)
C/O RUBRIK INC.
3495 DEER CREEK ROAD

(Street)
PALO ALTO CALIFORNIA 94304

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Rubrik, Inc. [ RBRK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/01/2026S(1)2,000D$55.39(2)18,000IBy John and Sandra Thompson Trust(3)
Class A Common Stock05/01/2026S(1)500D$56(4)17,500IBy John and Sandra Thompson Trust(3)
Class A Common Stock05/01/2026C11,000A$015,653D
Class A Common Stock05/01/2026S(1)7,197D$55.25(5)8,456D
Class A Common Stock05/01/2026S(1)3,803D$55.92(6)4,653D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$4.3805/01/2026M11,000 (7)01/21/2028Class B Common Stock11,000$0110,946D
Class B Common Stock(8)05/01/2026M11,000 (8) (8)Class A Common Stock11,000(8)61,001D
Class B Common Stock(8)05/01/2026C11,000 (8) (8)Class A Common Stock11,000(8)50,001D
Class B Common Stock(8) (8) (8)Class A Common Stock815,338815,338IBy John and Sandra Thompson Trust(3)
Explanation of Responses:
1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.
2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.90 to $55.89 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
3. 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.
4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.90 to $56.31 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.67 to $55.66 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.67 to $56.37 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
7. Fully vested.
8. 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-Fact05/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Rubrik (RBRK) director John Wendell Thompson do in this Form 4?

He reported both acquiring and selling shares. Thompson exercised or converted derivative securities into 11,000 Class A shares, then sold 13,500 Class A shares in open-market trades, while retaining direct and indirect ownership stakes in Rubrik stock.

How many Rubrik (RBRK) shares did John Wendell Thompson sell and at what prices?

Thompson sold 13,500 shares of Rubrik Class A Common Stock. The weighted average sale prices ranged from about $54.67 to $56.37 per share, across multiple open-market transactions disclosed in the filing’s price range footnotes.

What options or derivatives did John Wendell Thompson exercise in Rubrik (RBRK)?

He exercised or converted derivative securities covering 11,000 shares of Class A Common Stock. One stock option with a $4.38 per share exercise price and related Class B derivative positions were involved, increasing his direct Class A holdings before subsequent sales.

Were John Wendell Thompson’s Rubrik (RBRK) share sales under a Rule 10b5-1 plan?

At least one reported sale was effected under a Rule 10b5-1 trading plan adopted on October 6, 2025. Such pre-arranged plans automate trading according to preset instructions, reducing the significance of trade timing as a discretionary decision.

What Rubrik (RBRK) shares does John Wendell Thompson hold after these transactions?

After the reported trades, Thompson holds 17,500 Rubrik Class A shares directly. Indirectly, the John and Sandra Thompson Trust holds 18,000 Class A shares and Class B Common Stock convertible into 815,338 additional Class A shares, reflecting substantial ongoing exposure.

How is the John and Sandra Thompson Trust involved in Rubrik (RBRK) ownership?

The John and Sandra Thompson Trust holds Rubrik shares with Thompson as co-trustee sharing voting and dispositive power with his spouse. The trust owns 18,000 Class A shares and Class B Common Stock convertible into 815,338 Class A shares, according to the filing and footnotes.