Rubrik director sells 13,500 shares in plan trade
Rubrik director John Wendell Thompson exercised options and, under a Rule 10b5-1 plan, sold 13,500 Class A shares across multiple transactions.
Rhea-AI Filing Summary
Rubrik, Inc. (RBRK) director John Wendell Thompson reported multiple equity transactions on September 1, 2026. He exercised 11,000 stock options with a $4.38 exercise price for Class B Common Stock, which converted into 11,000 shares of Class A Common Stock. On the same date, entities associated with him, including the John and Sandra Thompson Trust, sold an aggregate of 13,500 shares of Class A Common Stock in a series of open-market transactions at prices generally in the high-$80s to low-$90s per share. The filing states these sales were made pursuant to a Rule 10b5-1 trading plan adopted October 6, 2025, and Thompson continues to hold derivative interests indirectly convertible into 815,338 shares of Class A Common Stock through Class B Common Stock.
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Insights
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Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
14 txns
Insider
THOMPSON JOHN WENDELL
Role
Director
Sold
13,500 shs ($1.20M)
Approx. gross sale proceeds
$1.20M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) F11 | 11,000 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F12 | 11,000 | -- | -- |
| Conversion | Class B Common Stock F12 | 11,000 | -- | -- |
| Sale | Class A Common Stock F1, F2, F3 | 1,600 | $88.58 | $142K |
| Sale | Class A Common Stock F1, F4, F3 | 600 | $89.18 | $54K |
| Sale | Class A Common Stock F1, F3 | 100 | $90.30 | $9K |
| Sale | Class A Common Stock F1, F5, F3 | 200 | $91.66 | $18K |
| Conversion | Class A Common Stock | 11,000 | $0.00 | $0.00 |
| Sale | Class A Common Stock F1, F6 | 4,600 | $88.34 | $406K |
| Sale | Class A Common Stock F1, F7 | 4,700 | $89.02 | $418K |
| Sale | Class A Common Stock F1, F8 | 600 | $90.24 | $54K |
| Sale | Class A Common Stock F1, F9 | 900 | $91.08 | $82K |
| Sale | Class A Common Stock F1, F10 | 200 | $92.37 | $18K |
| holding | Class B Common Stock F12, F3 | -- | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 66,946 contracts (Direct);
Class B Common Stock — 50,001 contracts (Direct);
Class A Common Stock — 7,500 shares (Indirect, By John and Sandra Thompson Trust);
Class A Common Stock — 8,362 shares (Direct);
Class B Common Stock — 815,338 contracts (Indirect, By John and Sandra Thompson Trust)
Footnotes (12)
- F1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.
- F2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.97 to $88.96 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.
- F3. 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.
- F4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.97 to $89.38 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.
- F5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.57 to $91.74 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.
- F6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.72 to $88.70 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.
- F7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.72 to $89.66 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.
- F8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.81 to $90.68 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.
- F9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.83 to $91.74 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.
- F10. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.35 to $92.38 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.
- F11. Fully vested.
- F12. 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 and has no expiration date.
Key Figures
Options exercised: 11,000 shares
Option exercise price: $4.38 per share
Class A shares sold: 13,500 shares
+5 more
8 metrics
Options exercised
11,000 shares
Stock options for Class B Common Stock exercised on September 1, 2026
Option exercise price
$4.38 per share
Exercise price for 11,000 stock options converting into Class B Common Stock
Class A shares sold
13,500 shares
Aggregate Class A Common Stock sold on September 1, 2026
Representative sale price
$88.58 per share
Sale of 1,600 Class A shares at $88.58 on September 1, 2026
Additional sale price
$89.18 per share
Sale of 600 Class A shares at $89.18 on September 1, 2026
Remaining options
66,946 shares
Stock options for Class B Common Stock outstanding after the reported option exercise
Indirect convertible position
815,338 shares
Class A Common Stock underlying Class B shares held indirectly via trust
Rule 10b5-1 plan adoption date
October 6, 2025
Trading plan governing the reported sales
Key Terms
Rule 10b5-1 trading plan, weighted average price, Class B Common Stock, dispositive power, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The reported price in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B Common Stock financial
"Each share of Class B Common Stock held by the Reporting Person will automatically convert"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
dispositive power regulatory
"serves as a co-trustee and shares voting and dispositive power with his spouse"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
amended and restated certificate of incorporation regulatory
"circumstances described in the Issuer's amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
FAQ
What did Rubrik (RBRK) director John Wendell Thompson report in this Form 4?
He reported exercising 11,000 stock options for Class B Common Stock and the conversion into 11,000 Class A shares, plus selling 13,500 Class A shares on September 1, 2026, through direct holdings and the John and Sandra Thompson Trust.
What stock options or derivative positions in Rubrik (RBRK) does John Wendell Thompson still hold?
After exercising 11,000 options, he continues to hold stock options covering 66,946 shares of Class B Common Stock at a $4.38 exercise price, expiring on January 21, 2028, plus an indirect Class B position convertible into 815,338 Class A shares.
What is the conversion feature of Rubrik’s Class B Common Stock held by John Wendell Thompson?
Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon sale or transfer, subject to certain exceptions, and may also be converted at any time at Thompson’s option. A footnote notes that Class B shares have no expiration date.
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