Rubrik CEO's share vehicle expects $42.1M payment

The SPV is expected to receive $42,051,350 on September 28, 2026, with settlement scheduled for September 26, 2028.

Rhea-AI Filing Summary

At Rubrik, Inc., Chairman of the Board and CEO Bipul Sinha reported converting 555,000 Class B shares into Class A shares on September 24, 2026. Of the Class A shares, 500,000 were transferred to an SPV of which he is the sole equity member, and 55,000 were acquired directly; his reported Class B position after conversion was 10,679,839 shares. On September 25, 2026, he reported a gift of 55,000 Class A shares. No Rule 10b5-1 plan is reported.

The SPV entered a prepaid variable forward contract obligating delivery of up to 500,000 Class A shares, or a cash settlement amount at its election, on September 26, 2028. It pledged 500,000 shares and is expected to receive $42,051,350 on September 28, 2026. Settlement share delivery varies with the September 25, 2028 closing price, using a $93.14 Forward Floor Price and a $165.58 Forward Cap Price.

Insider Trade Summary

555,000 shares exercised/converted

Exercise 5 txns

Insider Sinha Bipul

Role Chairman of the Board and CEO

Type	Security	Shares	Price	Value
Other	Prepaid Variable Forward Contract (obligation to sell) F4, F5, F3	500,000	--	--
Gift	Class A Common Stock	55,000	$0.00	$0.00
Conversion	Class B Common Stock F1	555,000	$0.00	$0.00
Conversion	Class A Common Stock F1, F2, F3	500,000	--	--
Conversion	Class A Common Stock F1	55,000	--	--

Holdings After Transaction: Class B Common Stock — 10,679,839 contracts (Direct); Prepaid Variable Forward Contract (obligation to sell) — 500,000 contracts (Indirect, By SPV); Class A Common Stock — 500,000 shares (Indirect, By SPV); Class A Common Stock — 56,652 shares (Direct)

Footnotes (5)

1. F1. 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
2. F2. Represents 500,000 shares transferred on September 24, 2026 to an entity of which the reporting person is the sole equity member. The transfer was exempt under Rule 16a-13 as a change in the form of beneficial ownership without a change in pecuniary interest.
3. F3. The reporting person is the sole equity member of the SPV.
4. F4. On September 25, 2026, an entity of which the Reporting Person is the sole equity member (the "Entity") entered into a prepaid variable forward contract with an unaffiliated counterparty. The contract obligates the Entity to deliver to the counterparty up to 500,000 shares of the Issuer's Class A common stock (or, at the Entity's election, a cash settlement amount determined based on the market price of the Issuer's Class A common stock) on the scheduled settlement date of September 26, 2028. In exchange for assuming this obligation, the Entity is expected to receive a cash payment of $42,051,350 on September 28, 2026. The Entity pledged 500,000 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the contract. In most instances, the Entity retains voting rights in the Pledged Shares during the term of the pledge.
5. F5. Subject to customary adjustments, the number of shares of Class A common stock deliverable at settlement will be determined as follows: (a) if the closing price of Class A common stock on September 25, 2028 ("Settlement Price") is less than or equal to $93.14 ("Forward Floor Price"), the Entity will deliver to the counterparty 500,000 shares of Class A common stock; (b) if the Settlement Price is between the Forward Floor Price and $165.58 (the "Forward Cap Price"), the Entity will deliver to the counterparty a number of shares of Class A common stock having a value, based on the Settlement Price, of $46,570,000; and (c) if the Settlement Price exceeds the Forward Cap Price, the Entity will deliver to the counterparty a variable number of shares of Class A common stock equal to 500,000 multiplied by the sum of (i) the Forward Floor Price and (ii) the excess of the Settlement Price over the Forward Cap Price, divided by the Settlement Price.

Key Figures

Class B shares converted: 555,000 shares Class A shares transferred to SPV: 500,000 shares Class A shares acquired directly: 55,000 shares +5 more

8 metrics

Class B shares converted 555,000 shares Converted into Class A shares on September 24, 2026

Class A shares transferred to SPV 500,000 shares Transferred on September 24, 2026

Class A shares acquired directly 55,000 shares Conversion on September 24, 2026

Class B shares following conversion 10,679,839 shares Reported after the September 24, 2026 conversion

Class A shares gifted 55,000 shares Gift reported for September 25, 2026

Expected SPV cash payment $42,051,350 Expected on September 28, 2026

Forward Floor Price $93.14 per share Contract settlement pricing

Forward Cap Price $165.58 per share Contract settlement pricing

Key Terms

prepaid variable forward contract, Forward Floor Price, Forward Cap Price, cash settlement amount

4 terms

prepaid variable forward contract financial

"entered into a prepaid variable forward contract with an unaffiliated counterparty"

Forward Floor Price financial

"less than or equal to $93.14 ("Forward Floor Price")"

Forward Cap Price financial

"and $165.58 (the "Forward Cap Price")"

cash settlement amount financial

"at the Entity's election, a cash settlement amount determined based on the market price"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How does the RBRK prepaid variable forward contract determine how many shares are delivered?

At the September 26, 2028 scheduled settlement, subject to customary adjustments, the number depends on the September 25, 2028 closing price: at or below $93.14, the SPV delivers 500,000 shares; between $93.14 and $165.58, it delivers shares with a value of $46,570,000; above $165.58, the contract uses a variable-share formula.

When is the RBRK forward contract expected to pay and settle?

The SPV is expected to receive $42,051,350 on September 28, 2026, and the scheduled settlement date is September 26, 2028. The contract obligates the SPV to deliver up to 500,000 Class A shares, or, at its election, a cash settlement amount based on the market price; it pledged 500,000 shares to secure the obligation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 08:42 PM Accepted by SEC EDGAR 09/25/2026 - 08:41 PM Learn about SEC filing dates

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^*

Sinha Bipul

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/24/2026		C		500,000	A	(1)	500,000(2)	I	By SPV(3)
Class A Common Stock	09/24/2026		C		55,000	A	(1)	111,652	D
Class A Common Stock	09/25/2026		G		55,000	D	$0	56,652	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
Class B Common Stock	(1)	09/24/2026		C			555,000	(1)	(1)	Class A Common Stock	555,000	$0	10,679,839	D
Prepaid Variable Forward Contract (obligation to sell)	(4)(5)	09/25/2026		J/K(4)(5)		500,000		(4)(5)	(4)(5)	Class A Common Stock	500,000	(4)(5)	500,000	I	By SPV(3)

Explanation of Responses:

1. 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

2. Represents 500,000 shares transferred on September 24, 2026 to an entity of which the reporting person is the sole equity member. The transfer was exempt under Rule 16a-13 as a change in the form of beneficial ownership without a change in pecuniary interest.

3. The reporting person is the sole equity member of the SPV.

4. On September 25, 2026, an entity of which the Reporting Person is the sole equity member (the "Entity") entered into a prepaid variable forward contract with an unaffiliated counterparty. The contract obligates the Entity to deliver to the counterparty up to 500,000 shares of the Issuer's Class A common stock (or, at the Entity's election, a cash settlement amount determined based on the market price of the Issuer's Class A common stock) on the scheduled settlement date of September 26, 2028. In exchange for assuming this obligation, the Entity is expected to receive a cash payment of $42,051,350 on September 28, 2026. The Entity pledged 500,000 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the contract. In most instances, the Entity retains voting rights in the Pledged Shares during the term of the pledge.

5. Subject to customary adjustments, the number of shares of Class A common stock deliverable at settlement will be determined as follows: (a) if the closing price of Class A common stock on September 25, 2028 ("Settlement Price") is less than or equal to $93.14 ("Forward Floor Price"), the Entity will deliver to the counterparty 500,000 shares of Class A common stock; (b) if the Settlement Price is between the Forward Floor Price and $165.58 (the "Forward Cap Price"), the Entity will deliver to the counterparty a number of shares of Class A common stock having a value, based on the Settlement Price, of $46,570,000; and (c) if the Settlement Price exceeds the Forward Cap Price, the Entity will deliver to the counterparty a variable number of shares of Class A common stock equal to 500,000 multiplied by the sum of (i) the Forward Floor Price and (ii) the excess of the Settlement Price over the Forward Cap Price, divided by the Settlement Price.

	/s/ Anne-Kathrin Lalendran, Attorney-in-Fact	09/25/2026
	** 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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* Form 4: SEC 1474 (03-26)