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  4. [Form 4] Rubrik, Inc. Insider Trading Activity

RBRK CFO Option Exercise & 10b5-1 Sale: $318K Proceeds, 523K Shares Left

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Rubrik, Inc. (RBRK) Form 4 filing – CFO insider activity

Chief Financial Officer Kiran Kumar Choudary reported multiple transactions dated 25 Jun 2025. The filing discloses:

  • Acquisition via conversion (Code C): 2,000 Class A shares at $0 following automatic conversion of Class B shares, lifting direct holdings to 526,595 shares.
  • Open-market sale (Code S): 3,500 Class A shares sold at $91.00 per share, generating c.$318,500 in gross proceeds.
  • Option exercise (Code M): 2,000 options exercised at an average strike of $7.99; the underlying Class B shares immediately converted into Class A.

Post-transactions, Choudary directly owns 523,095 Class A shares and 72,450 derivative securities (options). The sale was executed under a Rule 10b5-1 trading plan adopted 15 Jan 2025, indicating pre-scheduled disposition. Vesting details show the option originally granted in 2018–2019 (¼ vested 20 Aug 2019; remaining monthly thereafter).

No other classes of securities, debt instruments, or earnings-related data are referenced. The overall stake reduction (≈0.7% of the reported holding) is modest, suggesting liquidity diversification rather than a fundamental change in insider sentiment. Compliance items (manual signature, OMB references) appear in order with filing date 27 Jun 2025.

Positive

  • Option exercise at $7.99 converts low-cost options into equity, signalling continued participation in long-term upside.
  • 523,095 shares retained post-sale, indicating the CFO maintains significant skin in the game.
  • Transaction executed under a Rule 10b5-1 plan, mitigating concerns over opportunistic insider trading.

Negative

  • 3,500-share sale at $91 represents insider disposition, which some investors may interpret as a mild confidence leak.

Insights

TL;DR: Minor 0.7% insider sale offset by option exercise; neutral signal.

The 3,500-share disposal is small relative to the CFO’s 523 k-share position. Gross proceeds of $0.32 mn are immaterial versus Rubrik’s multi-billion dollar market cap, so price discovery impact should be limited. Exercising 2,000 options at $7.99—well below the $91 sale price—locks in intrinsic value and converts Class B super-voting shares to Class A. Execution under a pre-established 10b5-1 plan reduces informational concerns. Overall, I view the activity as routine portfolio management with neutral investment implications.

TL;DR: Governance-clean trade under 10b5-1; negligible dilution, neutral risk.

The filing evidences adherence to best-practice disclosure: timely Form 4, 10b5-1 designation, and clear option-vesting narrative. Automatic one-for-one conversion of Class B to Class A shares maintains proportional economic interest without altering overall share count, so there is no fresh dilution. The residual 72,450 options represent pre-existing grants. From a governance lens, the modest share sale does not indicate weakened alignment; the CFO retains a substantial ownership stake. Hence, risk profile remains unchanged; impact classification: not impactful.

Insider Choudary Kiran Kumar
Role Chief Financial Officer
Sold 3,500 shs ($319K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 2,000 $0.00 --
Exercise Class B Common Stock 2,000 $0.00 --
Conversion Class B Common Stock 2,000 $0.00 --
Conversion Class A Common Stock 2,000 $0.00 --
Sale Class A Common Stock 3,500 $91.00 $319K
Holdings After Transaction: Stock Option (Right to Buy) — 72,450 shares (Direct); Class B Common Stock — 2,000 shares (Direct); Class A Common Stock — 526,595 shares (Direct)
Footnotes (1)
  1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted January 15, 2025. 1/4 of the shares subject to the option vested on August 20, 2019, and 1/48 of the shares vested monthly thereafter. 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.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
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)
06/25/2025
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 06/25/2025 C 2,000 A $0 526,595 D
Class A Common Stock 06/25/2025 S(1) 3,500 D $91 523,095 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
Stock Option (Right to Buy) $7.99 06/25/2025 M 2,000 (2) 09/17/2028 Class B Common Stock 2,000 $0 72,450 D
Class B Common Stock (3) 06/25/2025 M 2,000 (3) (3) Class A Common Stock 2,000 $0 2,000 D
Class B Common Stock (3) 06/25/2025 C 2,000 (3) (3) Class A Common Stock 2,000 $0 0 D
Explanation of Responses:
1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted January 15, 2025.
2. 1/4 of the shares subject to the option vested on August 20, 2019, and 1/48 of the shares vested monthly thereafter.
3. 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 06/27/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Rubrik (RBRK) shares did the CFO sell?

The CFO sold 3,500 Class A shares at $91 each on 25 Jun 2025.

What is the CFO's remaining share ownership in RBRK after the transactions?

Following the reported trades, the CFO directly owns 523,095 Class A shares.

Were the sales made under a 10b5-1 trading plan?

Yes. The filing states the sale was executed under a Rule 10b5-1 plan adopted 15 Jan 2025.

Did the CFO exercise any stock options?

Yes. 2,000 options were exercised at a strike price of $7.99 and converted into Class A shares.

What was the total cash value of the shares sold?

At $91 per share, the sale generated approximately $318,500 in gross proceeds.