[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rubrik (NYSE:RBRK) filed a Form 4 disclosing that director Enrique T. Salem, acting through Bain Capital Venture entities, sold 21,924 Class A shares on 26-Jun-2025 at a weighted-average $90.0, for roughly $2 million. Two days earlier, 679,577 Class B shares were converted to Class A and 678,076 shares were distributed in-kind to Bain partners, marginally boosting public float. Following the transactions, Salem retains ≈1.36 million convertible Class B shares and 6,937 Class A shares. The sale was executed under a Rule 10b5-1 plan; no purchases were reported.

Positive

• None.

Negative

• Director Enrique T. Salem sold 21,924 Class A shares worth ≈$2 million, signalling partial cash-out.
• Bain Capital Venture entities distributed 678,076 shares, adding potential selling pressure to the public float.

Insights

Portfolio Manager

TL;DR: $2 m sale modest vs. holdings; float rises via 678 k distribution.

The 21,924-share disposal represents <2 % of Salem’s indirect stake, so signalling risk is limited, yet the $2 million cash-out near recent highs may cap upside short-term. The pro-rata distribution adds 678 k tradable shares (≈0.8 % of fully diluted outstanding), improving liquidity but potentially creating incremental supply. Retained ownership of ~1.36 m convertible shares keeps Bain aligned, reducing long-term governance concern. Overall market impact should be contained unless follow-on sales emerge.

Corporate Governance Expert

TL;DR: Insider trimming plus large in-kind distribution may pressure shares.

Board-level insider selling above the $1 m threshold typically attracts scrutiny. Although executed under a Rule 10b5-1 plan, the trade coupled with a 678 k-share partner distribution increases float and could weigh on near-term pricing. The conversion of Class B to Class A modestly reduces dual-class overhang, but voting control remains unchanged. No red flags on compliance; however, investors should monitor for additional Bain disposals as lock-up periods expire.

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^*

Salem Enrique T

(Last) (First) (Middle)

C/O BAIN CAPITAL VENTURE INVESTORS, LLC

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(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)
06/24/2025

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	06/24/2025		C		679,577	A	(3)	679,577	I	See footnotes(1)(2)
Class A Common Stock	06/24/2025		J(4)		678,076	D	$0.00	1,501	I	See footnotes(1)(2)
Class A Common Stock	06/26/2025		C		20,423	A	(3)	21,924	I	See footnotes(1)(2)
Class A Common Stock	06/26/2025		S		18,179	D	$89.6019(5)	3,745	I	See footnotes(1)(2)
Class A Common Stock	06/26/2025		S		2,704	D	$90.3508(6)	1,041	I	See footnotes(1)(2)
Class A Common Stock	06/26/2025		S		1,041	D	$91.3608(7)	0	I	See footnotes(1)(2)
Class A Common Stock								6,937(8)	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	(3)	06/24/2025		C			679,577	(3)	(3)	Class A Common Stock	679,577	$0.00	1,380,063	I	See footnotes(1)(2)
Class B Common Stock	(3)	06/26/2025		C			20,423	(3)	(3)	Class A Common Stock	20,423	$0.00	1,359,640	I	See footnotes(1)(2)

Explanation of Responses:

1. Represents securities held directly by Bain Capital Venture Fund 2019, L.P., Bain Capital Venture Partners 2019, L.P., Bain Capital Venture Coinvestment Fund II, L.P., Bain Capital Venture Coinvestment II Partners, L.P., BCV 2019-MD Primary, L.P., BCV 2019-MD Coinvestment II, L.P., BCIP Venture Associates II, L.P. and BCIP Venture Associates II-B, L.P. (collectively, the "Bain Capital Venture Entities").

2. The governance, investment strategy and decision-making process with respect to the investments held by the Bain Capital Venture Entities is directed by the Executive Committee of Bain Capital Venture Investors, LLC ("BCVI"). Mr. Salem is a Partner of BCVI and a member of the Executive Committee. Accordingly, by virtue of the relationships described in this footnote, Mr. Salem may be deemed to share voting and dispositive power with respect to all of the securities held by the Bain Capital Venture Entities. Mr. Salem disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock at any time, at the holder's election, and has no expiration date.

4. On June 24, 2025, certain of the Bain Capital Venture Entities distributed an aggregate of 678,076 shares of Class A Common Stock to one or more partners in pro-rata in-kind distributions without consideration, including an aggregate of 6,861 shares of Class A Common Stock that were distributed to Mr. Salem.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.10 to $90.10, inclusive. The reporting person undertakes to provide to Rubrik, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5) through (7) herein.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.13 to $91.02, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.20 to $91.5394, inclusive.

8. Includes 6,861 shares of Class A Common Stock received in the distribution referred to in footnote (4) above.

	/s/ Enrique T. Salem	06/26/2025
	** 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).
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FAQ

How many Rubrik shares did director Enrique T. Salem sell on 26-Jun-2025?

He sold 21,924 Class A shares according to the Form 4.

What was the average sale price for the shares sold by Salem?

The weighted-average sale price was approximately $90.0 per share, generating about $2 million in proceeds.

How many shares were distributed by Bain Capital Venture Entities on 24-Jun-2025?

An aggregate of 678,076 Class A shares were distributed in-kind to partners.

Does Enrique T. Salem still hold Rubrik shares after these transactions?

Yes, he indirectly owns ≈1.36 million Class B shares (convertible 1-for-1) and 6,937 Class A shares.

Was the insider sale made under a Rule 10b5-1 trading plan?

Yes. The Form 4 indicates the transaction was executed pursuant to a Rule 10b5-1(c) plan.