[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rubrik, Inc. (RBRK) Form 4 filing dated 20-Jun-2025 discloses routine equity activity by Chief Revenue Officer Brian K. McCarthy.

• RSU vesting & conversion: 6,250 Class B RSUs vested and automatically converted into 6,250 Class A shares at a $0 exercise price.
• Sell-to-cover disposal: 4,782 Class A shares were sold on 17-Jun-2025 at an average price of $88.5629 to satisfy tax obligations.
• Post-transaction ownership: McCarthy now directly holds 456,052 Class A shares and 18,750 RSUs/derivatives.
• Transaction codes: “M” for RSU settlement, “C” for automatic conversion, and “S” for the open-market sale.

The sale represents roughly 1.0% of McCarthy’s post-transaction Class A share ownership and appears policy-driven rather than discretionary. No new options were granted, and no changes to corporate fundamentals were reported.

Positive

• Executive retains a large equity stake of 456,052 Class A shares, signalling continued alignment with shareholder interests.

Negative

• Insider sale of 4,782 shares at $88.56 may be interpreted by some investors as modest bearish sentiment, albeit policy-driven.

Insights

Financial Analyst

TL;DR: Small, policy-driven insider sale; neutral signal for RBRK shareholders.

The Form 4 shows a typical quarterly RSU vesting cycle. McCarthy converted 6,250 RSUs into Class A shares, then sold 4,782 shares (≈$0.42 million) to cover taxes. His net ownership remains substantial at 456k shares, so alignment with shareholders is largely unchanged. Because the sale was mandated by Rubrik’s sell-to-cover policy and amounts to only ~1% of his stake, the filing is viewed as routine and unlikely to affect valuation or sentiment materially.

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^*

McCarthy Brian K.

(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 Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2025

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	06/17/2025		C		6,250	A	$0	460,834	D
Class A Common Stock	06/17/2025		S		4,782(1)	D	$88.5629	456,052	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	(2)	06/17/2025		M			6,250	(3)	04/13/2029	Class B Common Stock	6,250	$0	18,750	D
Class B Common Stock	(4)	06/17/2025		M		6,250		(4)	(4)	Class A Common Stock	6,250	(4)	6,250	D
Class B Common Stock	(4)	06/17/2025		C			6,250	(4)	(4)	Class A Common Stock	6,250	(4)	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. Each RSU represents a contingent right to receive one share of Class B Common Stock.

3. 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).

4. 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-Fact	06/20/2025
	** 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.
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.

FAQ

How many Rubrik (RBRK) shares did Brian K. McCarthy sell on 17-Jun-2025?

He sold 4,782 Class A shares at an average price of $88.5629 per share.

What triggered the share sale reported in Rubrik's Form 4?

The sale was a sell-to-cover transaction to satisfy tax obligations arising from RSU vesting.

How many RSUs vested for Brian K. McCarthy?

6,250 Restricted Stock Units vested and converted into Class A shares.

What is McCarthy’s current Rubrik shareholding after the transaction?

He directly owns 456,052 Class A shares plus 18,750 derivative RSUs.

Did the Form 4 report any option grants or new derivative awards?

No, the filing only covers RSU vesting, automatic conversion, and a related share sale.