[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rubrik, Inc. insider Bipul Sinha, Chairman and CEO, reported multiple transactions on 09/12/2025. The filing shows a coded acquisition/conversion of 765,807 shares (Class B to Class A) and a sale of 615,807 shares at $75.63 per share. After these transactions the reporting person holds 206,652 shares of Class A directly, and the filing shows an aggregate of 11,234,839 Class A shares underlying derivative positions. The report also records a gift/transfer of 150,000 shares at $0. All actions were executed or deemed on 09/12/2025 and signed by an attorney-in-fact.

Positive

• Conversion/acquisition of 765,807 shares increased Class A holdings and consolidates economic exposure into Class A common stock
• Derivative disclosure shows 11,234,839 Class A shares underlying positions, clarifying the reporting person’s aggregate economic interest

Negative

• Sale of 615,807 shares at $75.63 is a sizable insider disposition that materially reduced direct holdings
• Gift/transfer of 150,000 shares at $0 further decreases the reporting person’s direct ownership without explanatory detail

Insights

Financial Analyst

TL;DR: Significant insider sale alongside conversion increased reported Class A position; mixed signals for investors seeking clarity.

The filing documents a sizable 615,807-share sale at $75.63 and a contemporaneous conversion/acquisition of 765,807 shares. The conversion increases the reported Class A share base tied to the reporting person to 11,234,839 underlying shares, which is important for calculating insider ownership and potential dilution. The gift of 150,000 shares reduces direct holdings. Without context on motivations or any planned trading program, these are material transactional disclosures but do not, by themselves, indicate a change in company fundamentals.

Corporate Governance Expert

TL;DR: CEO/Chairman's large sale and concurrent conversion/gift merit attention from governance and compliance perspectives.

The report shows the Chairman/CEO acting in multiple capacities: exercising conversion rights, executing a large open-market sale of 615,807 shares, and making a 150,000-share gift. From a governance viewpoint, simultaneous transactions of different types by the same insider should be disclosed clearly to avoid perceived conflicts and to confirm compliance with any Rule 10b5-1 plans. The filing is properly executed but lacks explanatory detail in the form about the rationale for the gift or the sale structure.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		C		765,807	A	(1)	822,459	D
Class A Common Stock	09/12/2025		S		615,807	D	$75.63	206,652	D
Class A Common Stock	09/12/2025		G		150,000	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)	09/12/2025		C			765,807	(1)	(1)	Class A Common Stock	765,807	$0	11,234,839	D

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.

	/s/ Larry Guo, Attorney-in-Fact	09/12/2025
	** 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 transactions did Bipul Sinha (RBRK) report on 09/12/2025?

The filing reports a conversion/acquisition of 765,807 shares, a sale of 615,807 shares at $75.63, and a gift/transfer of 150,000 shares, all dated 09/12/2025.

How many Class A shares does the Form 4 show Bipul Sinha beneficially owns after the transactions?

The Form 4 shows 206,652 Class A shares directly owned following the reported transactions and 11,234,839 Class A shares underlying derivative positions.

At what price were the sold shares transacted?

The reported sale of 615,807 shares was executed at $75.63 per share.

Was the Form 4 signed and filed properly?

Yes. The filing bears a signature block executed by an attorney-in-fact (/s/ Larry Guo) dated 09/12/2025.

Does the filing explain the reason for the gift or sale?

No. The Form 4 lists the transactions and amounts but does not provide explanation or rationale for the gift or sale.