RBRK Form 4: Director John W. Thompson Receives 2,702 Share Award

Rhea-AI Filing Summary

Form 4 filing overview

On June 27 2025 Rubrik, Inc. (RBRK) disclosed that director John W. Thompson received an equity award of 2,702 Class A common shares in the form of restricted stock units (RSUs) on June 25 2025 (transaction code “A”). The RSUs vest in four equal quarterly installments on 15 Sep 2025, 15 Dec 2025, 15 Mar 2026 and 15 Jun 2026, contingent upon Thompson’s continued board service.

After the grant, Thompson’s beneficial ownership comprises 2,702 shares held directly and 998 shares held indirectly through the John and Sandra Thompson Trust, for a total of 3,700 shares. No open-market purchase or sale occurred; the award carries a recorded price of $0 and does not involve derivative securities.

The filing represents routine director compensation, adds minimal dilution to Rubrik’s float and does not signal a directional view on the stock. No other insiders were affected, and no Rule 10b5-1 trading plan was noted.

Insights

Financial Analyst

TL;DR: Routine RSU grant; neutral for valuation and sentiment.

This Form 4 simply documents a standard board compensation event. The 2,702-share grant equates to a negligible fraction of Rubrik’s outstanding shares, so dilution is immaterial. Because the RSUs vest over four quarters, the impact on near-term share supply is spread out. No cash changes hands, and the director’s increased stake modestly aligns incentives with shareholders without indicating insider optimism or concern. Overall, it is a normal governance disclosure with no immediate financial or strategic ramifications.

Corporate Governance Expert

TL;DR: Standard equity award supports alignment; no red flags.

From a governance perspective, quarterly-vesting RSUs are a typical mechanism to retain board talent and tie compensation to long-term performance. The size of the award is moderate and consistent with peer practices for mid-cap technology companies. No accelerated or performance-based vesting clauses are disclosed, reducing risk of misaligned incentives. The trust holding structure is transparent, and the single filer status suggests straightforward ownership. Consequently, the filing is procedurally sound and non-controversial.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider THOMPSON JOHN WENDELL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,702	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 2,702 shares (Direct); Class A Common Stock — 998 shares (Indirect, By John and Sandra Thompson Trust)

Footnotes (1)

1. Represents the grant of restricted stock units ("RSUs"). One quarter of the RSUs vest on each of September 15, 2025, December 15, 2025, March 15, 2026 and June 15, 2026, subject to the reporting person's continuous service with the Issuer on each such vest date. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

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)
06/25/2025

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	06/25/2025		A(1)		2,702	A	$0	2,702	D
Class A Common Stock								998	I	By John and Sandra Thompson Trust(2)

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

Explanation of Responses:

1. Represents the grant of restricted stock units ("RSUs"). One quarter of the RSUs vest on each of September 15, 2025, December 15, 2025, March 15, 2026 and June 15, 2026, subject to the reporting person's continuous service with the Issuer on each such vest date.

2. 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.

	/s/ Larry Guo, Attorney-in-Fact	06/27/2025
	** 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 acquire?

He was granted 2,702 Class A common shares in the form of RSUs.

What is the vesting schedule of the 2,702 RSUs granted to Rubrik’s director?

The RSUs vest 25 % each on Sep 15 2025, Dec 15 2025, Mar 15 2026 and Jun 15 2026.

What is John W. Thompson’s total beneficial ownership in Rubrik after the Form 4 transaction?

He owns 3,700 shares in total: 2,702 directly and 998 indirectly via a trust.

Was the transaction a purchase, sale, or grant of RSUs?

It was a grant of restricted stock units (transaction code “A”) at $0 cost.

Did the Form 4 indicate any use of a Rule 10b5-1 trading plan?

The filing does not state that the transaction was made under a Rule 10b5-1 plan.