Form 4: Rubrik CTO Arvind Nithrakashyap Reports Vesting and Tax-Related Sale of Shares

Rubrik Inc.'s Chief Technology Officer, Arvind Nithrakashyap, reported the vesting of Restricted Stock Units and a subsequent sale of Class A Common Stock to cover tax obligations.

Summary

• Arvind Nithrakashyap, Rubrik Inc.'s Chief Technology Officer and Director, reported transactions involving the company's stock.
• On June 17, 2025, Mr. Nithrakashyap acquired 81,250 shares of Class A Common Stock through the conversion of derivative securities (Restricted Stock Units or RSUs) at a price of $0.
• Concurrently, 81,250 Restricted Stock Units (RSUs) vested, representing a contingent right to receive Class B Common Stock.
• Following the vesting, 43,128 shares of Class A Common Stock were sold at a price of $88.5629 per share.
• This sale was explicitly stated to be pursuant to the Issuer's policy requiring 'sell-to-cover' to satisfy tax obligations incurred from the vesting and settlement of certain RSUs.
• After these transactions, Mr. Nithrakashyap directly beneficially owns 38,122 shares of Class A Common Stock.
• He also directly beneficially owns 121,875 Restricted Stock Units and 10,330,945 shares of Class B Common Stock.
• An additional 200,000 shares of Class B Common Stock are indirectly held through the Nithrakashyap/Chatterjee Revocable Trust, where Mr. Nithrakashyap serves as trustee.
• The RSUs vest in sixteen equal quarterly installments measured from January 27, 2022, subject to the Issuer's achievement of a specified average price per share and continued service.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a sale of shares, it's a routine 'sell-to-cover' for tax purposes following RSU vesting, which is a positive event for the executive. The transaction being under a 10b5-1 plan also adds a layer of expectedness and transparency.

Positives

• The vesting of 81,250 Restricted Stock Units indicates that performance or time-based conditions for these awards have been met, reflecting positively on the company's performance or the executive's tenure.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and systematic approach to stock transactions, which can reduce concerns about opportunistic insider trading.

Negatives

• The sale of 43,128 shares by a key executive, even for tax purposes, reduces their direct equity stake in the company.

Risks

• No specific risks are detailed in this Form 4 filing beyond the inherent risks associated with holding equity securities.

Future Outlook

The document indicates ongoing vesting of Restricted Stock Units in sixteen equal quarterly installments from January 27, 2022, suggesting future share acquisitions by the reporting person as these awards continue to vest, subject to specified conditions.

Management Comments

• The 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).

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions, common across all publicly traded companies. It does not provide specific insights into broader industry trends or competitive dynamics beyond the company's internal compensation and equity management practices.

Related Party Transactions

• 200,000 shares of Class B Common Stock are held indirectly 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.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even for tax purposes, slightly dilutes the executive's direct ownership, but it is a common and generally expected event that typically has minimal impact on share price unless the volume is unusually large or the reason for sale is concerning.
• Employees: The vesting of RSUs indicates the company is meeting its equity compensation commitments to its executives, which can be a positive signal regarding employee retention and incentive structures.

Next Steps

• Continued vesting of the remaining Restricted Stock Units in accordance with the established quarterly schedule, subject to the specified conditions.

Key Dates

Keywords

Rubrik, RBRK, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, RSU, Sell-to-Cover, Executive Compensation, Beneficial Ownership, Class A Common Stock, Class B Common Stock