Rubrik insider converts Class B, trims stake by under 1%
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 9,009 | $0.00 | -- |
| Conversion | Class A Common Stock | 9,009 | $0.00 | -- |
| Sale | Class A Common Stock | 1,703 | $84.41 | $144K |
| Sale | Class A Common Stock | 4,096 | $85.47 | $350K |
| Sale | Class A Common Stock | 1,700 | $86.20 | $147K |
| Sale | Class A Common Stock | 400 | $87.56 | $35K |
| Sale | Class A Common Stock | 1,110 | $89.24 | $99K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024. 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. 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. 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. 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. 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. 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.
