RBRK Form 4: CFO Exercises Options, Executes 10b5-1 Sale at ~$74.8

Rhea-AI Filing Summary

Rubrik, Inc. (RBRK) CFO Kiran Kumar reported multiple transactions on Form 4 showing vested equity settlements, option vesting activity and open-market sales. The reporting shows 7,188 RSUs vested/registered on 09/16/2025 and related sell-to-cover activity of 6,599 shares at $74.21. On 09/17/2025 an additional 2,000 stock options were exercised/reported and 3,500 shares were sold at $74.82 under a Rule 10b5-1 plan. After these transactions the reporting person beneficially owned 514,684 shares of Class A common stock. The filing explains the sales were for tax withholding on vested RSUs and pursuant to a pre-established 10b5-1 trading plan.

Insights

Securities Analyst

TL;DR: Insider sold shares linked to RSU vesting and a Rule 10b5-1 plan; holdings remain substantial.

The transactions are routine for executives following RSU vesting: 7,188 RSUs were recognized and a sell-to-cover of 6,599 shares at $74.21 was executed to satisfy tax obligations. A separate 10b5-1 plan sale of 3,500 shares at $74.82 occurred the next day. The CFO still holds a significant position of 514,684 shares, and exercised 2,000 options. From a market-impact perspective these are controlled, preplanned actions rather than opportunistic market timing.

Corporate Governance Expert

TL;DR: Disclosures align with standard governance practices—RSU vesting, sell-to-cover, and a dated 10b5-1 plan.

The form provides clear explanations tying sales to tax withholding and a 10b5-1 plan adopted January 15, 2025, which supports procedural compliance. Vesting schedules and conversion mechanics for Class B to Class A shares are detailed, and the reporting includes exercised options with stated vesting history. Documentation appears complete for Section 16 reporting requirements.

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

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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).

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)
09/16/2025

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	09/16/2025		C		7,188	A	$0	522,783	D
Class A Common Stock	09/16/2025		S		6,599(1)	D	$74.21	516,184	D
Class A Common Stock	09/17/2025		C		2,000	A	$0	518,184	D
Class A Common Stock	09/17/2025		S(2)		3,500	D	$74.82	514,684	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
Restricted Stock Units	(3)	09/16/2025		M			7,188	(4)	04/13/2029	Class B Common Stock	7,188	$0	14,375	D
Class B Common Stock	(5)	09/16/2025		M		7,188		(5)	(5)	Class A Common Stock	7,188	$0	7,188	D
Class B Common Stock	(5)	09/16/2025		C			7,188	(5)	(5)	Class A Common Stock	7,188	$0	0	D
Stock Option (Right to Buy)	$7.99	09/17/2025		M			2,000	(6)	09/17/2028	Class B Common Stock	2,000	$0	60,450	D
Class B Common Stock	(5)	09/17/2025		M		2,000		(5)	(5)	Class A Common Stock	2,000	$0	2,000	D
Class B Common Stock	(5)	09/17/2025		C			2,000	(5)	(5)	Class A Common Stock	2,000	$0	0	D

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs).

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

3. Each RSU represents a contingent right to receive one share of Class B Common Stock.

4. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vested on June 15, 2022, and 1/16 of the shares subject to the RSU vest every quarter thereafter, and a liquidity event-based vesting condition which was satisfied upon the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering, all subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan).

5. 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.

6. 1/4 of the shares subject to the option vested on August 20, 2019, and 1/48 of the shares vested monthly thereafter.

	/s/ Larry Guo, Attorney-in-Fact	09/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Rubrik CFO Kiran Kumar report on Form 4 (RBRK)?

The filing reports 7,188 RSUs recognized on 09/16/2025, a sell-to-cover of 6,599 shares at $74.21, exercise/recognition of 2,000 options on 09/17/2025, and a 10b5-1 sale of 3,500 shares at $74.82.

How many Rubrik shares does the reporting person own after these transactions?

After the reported transactions the reporting person beneficially owned 514,684 shares of Class A common stock.

Why were shares sold according to the Form 4?

The Form 4 states one sale was a sell-to-cover to satisfy tax obligations from RSU vesting and another sale was executed under a Rule 10b5-1 trading plan adopted 01/15/2025.

What is the vesting schedule described for the RSUs?

Each RSU equals one share; vesting began with 1/16 vesting on 06/15/2022 and continued at 1/16 each quarter thereafter, plus a liquidity-event condition satisfied at the IPO registration effectiveness.

Were any stock options exercised and what are their terms?

The filing shows a stock option with a $7.99 exercise price and vesting that commenced 08/20/2019 (1/4 then monthly thereafter); 2,000 options were reported as recognized/exercisable on 09/17/2025.