[Form 4] Rubrik, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Rubrik, Inc. (ticker RBRK) filed a Form 4 disclosing that Chief Revenue Officer Brian K. McCarthy sold an aggregate 25,000 Class A common shares on 01-Jul-2025 under a pre-arranged Rule 10b5-1 trading plan adopted 27-Jun-2024. The six separate sales were executed at weighted-average prices between $83.69 and $89.63, generating roughly $2.15 million in gross proceeds. Following the transactions, McCarthy’s direct ownership declined from approximately 456,052 shares to 431,052 shares.

The filing shows normal administrative compliance: no derivative transactions, no option exercises, and no indication of additional insider activity. While a six-figure sale by a key executive may attract investor attention, the use of a 10b5-1 plan limits concerns about market timing or undisclosed information. Importantly, McCarthy retains a sizable equity stake, maintaining alignment with shareholder interests.

• Total shares sold: 25,000
• Percentage of prior holding: ≈5.5%
• Sale value: ≈$2.15 million
• Remaining shares owned: 431,052
• Plan status: Rule 10b5-1 in effect

Positive

• Use of a Rule 10b5-1 trading plan indicates the sale was pre-scheduled, reducing concerns over opportunistic timing.
• Officer retains 431,052 shares, maintaining significant equity alignment with shareholders.

Negative

• 25,000 shares sold (~$2.15 M) by the Chief Revenue Officer could be perceived as a mild bearish signal.
• Stake reduced by roughly 5.5%, marginally decreasing insider ownership concentration.

Insights

Securities Analyst

TL;DR: ~$2.1 M insider sale is modest; 10b5-1 plan tempers negative signal.

The CRO’s disposal of 25 k shares represents about 5-6 % of his holdings, a relatively small trim that is unlikely to alter his incentive alignment. The advance adoption of a Rule 10b5-1 plan substantially reduces the signalling risk often associated with discretionary insider selling. Given the absence of earnings data or concurrent corporate events, I view the filing as neutral for valuation; trading impact should be limited to short-term sentiment.

Corporate Governance Expert

TL;DR: Pre-planned sale complies with best practices; no red flags detected.

From a governance standpoint, the disclosure demonstrates robust compliance—timely filing, clear footnotes, and a 10b5-1 framework. The officer continues to hold over 431 k shares, suggesting sustained skin-in-the-game. While any insider sale may raise eyebrows, the structured nature and moderate size render the event low-impact on governance risk assessments.

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).

X

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^*

McCarthy Brian K.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		S(1)		2,800	D	$84.14(2)	453,252	D
Class A Common Stock	07/01/2025		S(1)		11,663	D	$85.33(3)	441,589	D
Class A Common Stock	07/01/2025		S(1)		6,199	D	$86.07(4)	435,390	D
Class A Common Stock	07/01/2025		S(1)		880	D	$87.24(5)	434,510	D
Class A Common Stock	07/01/2025		S(1)		1,110	D	$88.72(6)	433,400	D
Class A Common Stock	07/01/2025		S(1)		2,348	D	$89.31(7)	431,052	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

Explanation of Responses:

1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted June 27, 2024

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.69 to $84.66 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.73 to $85.72 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.

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.73 to $86.69 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.74 to $87.51 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.

6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.04 to $89.02 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.

7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.12 to $89.63 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.

	/s/ Larry Guo, Attorney-in-Fact	07/07/2025
	** 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.
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FAQ

How many Rubrik (RBRK) shares did CRO Brian McCarthy sell on July 1, 2025?

He sold 25,000 Class A common shares across six transactions.

What was the average selling price of the RBRK shares?

Weighted-average prices ranged between $83.69 and $89.63 per share.

How many Rubrik shares does Brian McCarthy still own after the sale?

He now directly owns 431,052 Class A common shares.

Was the insider sale executed under a 10b5-1 plan?

Yes. The filing states the transactions were made under a Rule 10b5-1 plan adopted on 27-Jun-2024.

Does the Form 4 report any derivative security transactions?

No. Table II shows no derivative acquisitions or disposals.