[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rubrik, Inc. insider activity: A director and Chief Technology Officer reported equity compensation vesting and a related share sale. On 12/16/2025, 40,625 Restricted Stock Units vested, resulting in the acquisition of 40,625 shares of Class A common stock at $0 per share through conversion of Class B stock. On 12/17/2025, the insider sold 31,450 shares of Class A common stock at $76.19 per share in a transaction described as a sell-to-cover for tax obligations tied to RSU vesting. After these transactions, the insider directly held 342,703 shares of Class A common stock and also held 200,000 Class A shares indirectly through a revocable trust.

Insights

Insider transactions analyst

Routine RSU vesting and tax-related sale by Rubrik CTO and director.

The disclosure shows an insider who is both a director and Chief Technology Officer receiving equity compensation and managing tax obligations. On 12/16/2025, 40,625 Restricted Stock Units vested into Class B shares that are convertible into an equal number of Class A shares at an exercise price of $0, reflecting standard stock-based compensation mechanics rather than a cash purchase.

On 12/17/2025, the insider sold 31,450 Class A shares at $76.19 per share. The notes state this sale was required under the company’s policy as a sell-to-cover transaction to satisfy tax obligations arising from RSU vesting, which is typically viewed as an administrative step instead of a discretionary liquidation.

Following the transactions, the insider directly owned 342,703 Class A shares and held an additional 200,000 Class A shares indirectly via a revocable trust. The filing also describes Class B shares that automatically convert into Class A upon sale or transfer and are convertible at the holder’s option, indicating a dual-class structure that may influence voting power, though the excerpt does not quantify overall company ownership.

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

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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^*

Nithrakashyap Arvind

(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
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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	12/16/2025		C		40,625	A	$0	374,153	D
Class A Common Stock	12/17/2025		S		31,450(1)	D	$76.19	342,703	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 Unit	(2)	12/16/2025		M			40,625	(3)	08/07/2029	Class B Common Stock	40,625	$0	40,625	D
Class B Common Stock	(4)	12/16/2025		M		40,625		(4)	(4)	Class A Common Stock	40,625	$0	10,371,570	D
Class B Common Stock	(4)	12/16/2025		C			40,625	(4)	(4)	Class A Common Stock	40,625	$0	10,330,945	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	200,000		200,000	I	By Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust(5)

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 shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vest in sixteen equal quarterly installments measured from January 27, 2022 and the Issuer's achievement of a specified average price per share prior to the earlier of (i) the five year anniversary of the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering and (ii) the expiration of the RSU award, 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) as a full time employee of the Issuer on each such date.

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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

5. The shares are held of record by Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust, for which the Reporting Person serves as trustee and shares voting and dispositive power with his spouse.

	/s/ Larry Guo, Attorney-in-Fact	12/18/2025
	** Signature of Reporting Person	Date
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