[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 07/01/2025, Rubrik, Inc. (RBRK) director John W. Thompson, acting through the John and Sandra Thompson Trust, converted 9,009 Class B shares into Class A and immediately sold the same number of Class A shares under a pre-arranged Rule 10b5-1 trading plan. Weighted-average sale prices ranged from $84.41 to $89.24, generating roughly $0.77 million in proceeds. After the transactions, the trust holds 998 Class A shares and 890,383 Class B shares (convertible 1:1 into Class A). The sale represents well under 1 % of Thompson’s total beneficial ownership and modestly increases Rubrik’s public Class A float.

Positive

• Class B to Class A conversion slightly increases Rubrik’s public float and voting alignment.

Negative

• Insider sale of 9,009 shares—although small—can be perceived as a modestly bearish signal.

Insights

Securities Analyst

TL;DR: Small scheduled insider sale; negligible dilution; neutral impact.

Thompson’s disposal of 9,009 shares, worth about $0.77 M, is marginal relative to his remaining 890 k convertible shares. Because the trade was executed under a 10b5-1 plan, it signals liquidity management rather than a change in sentiment. The conversion increases Class A float by only 0.01 % of shares outstanding (assuming ~80 M shares), so market impact should be minimal. No red flags on governance or strategy emerge.

Corporate Governance Expert

TL;DR: Governance-compliant 10b5-1 sale; limited significance.

The use of a disclosed 10b5-1 plan, adoption date 10/15/2024, supports transparency and reduces the risk of insider-trading claims. Converting dual-class shares into single-class stock aligns with best-practice governance by incrementally increasing voting parity. However, the tiny volume relative to Thompson’s remaining Class B stake means the action does not meaningfully shift control dynamics.

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^*

THOMPSON JOHN WENDELL

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		C		9,009	A	$0	10,007	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	07/01/2025		S(2)		1,703	D	$84.41(3)	8,304	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	07/01/2025		S(2)		4,096	D	$85.47(4)	4,208	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	07/01/2025		S(2)		1,700	D	$86.2(5)	2,508	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	07/01/2025		S(2)		400	D	$87.56(6)	2,108	I	By John and Sandra Thompson Trust(1)
Class A Common Stock	07/01/2025		S(2)		1,110	D	$89.24(7)	998	I	By John and Sandra Thompson Trust(1)
Class A Common Stock								2,702	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	(8)	07/01/2025		C			9,009	(8)	(8)	Class A Common Stock	9,009	(8)	890,383	I	By John and Sandra Thompson Trust(1)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	24,999		24,999	D

Explanation of Responses:

1. The shares are held of record by John and Sandra Thompson Trust, for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse.

2. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.97 to $84.93 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.97 to $85.85 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.98 to $86.68 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.24 to $88.08 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.71 to $89.52 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.

8. 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	07/07/2025
	** 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 Director John W. Thompson sell?

He sold 9,009 Class A shares on 07/01/2025.

What price range were the RBRK shares sold at?

Weighted-average prices ranged from $84.41 to $89.24 per share.

How many shares does Thompson still own after the sale?

The trust retains 998 Class A and 890,383 Class B shares.

Was the sale executed under a 10b5-1 trading plan?

Yes, the plan was adopted on 10/15/2024, providing an affirmative defense against insider-trading allegations.

Why did the Class B shares convert to Class A?

Rubrik’s charter allows each Class B share to automatically convert 1:1 into Class A upon transfer or at the holder’s option.