[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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 31,450 | $76.19 | $2.40M |
| Exercise | Restricted Stock Unit | 40,625 | $0.00 | -- |
| Exercise | Class B Common Stock | 40,625 | $0.00 | -- |
| Conversion | Class B Common Stock | 40,625 | $0.00 | -- |
| Conversion | Class A Common Stock | 40,625 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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). Each RSU represents a contingent right to receive one share of Class B Common Stock. 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. 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. 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.
