Form 4: Rubrik CTO Sells Shares After RSU Vesting for Tax Cover

Rubrik's Chief Technology Officer, Arvind Nithrakashyap, sold 31,450 shares of Class A Common Stock for $76.19 per share to cover tax obligations following the vesting of Restricted Stock Units.

Summary

• Arvind Nithrakashyap, Rubrik Inc.'s Chief Technology Officer and a Director, reported transactions involving the company's equity securities.
• On December 16, 2025, 40,625 Restricted Stock Units (RSUs) vested, converting into Class B Common Stock.
• Immediately following the vesting, these 40,625 shares of Class B Common Stock were converted into Class A Common Stock.
• On December 17, 2025, Nithrakashyap sold 31,450 shares of Class A Common Stock at a price of $76.19 per share.
• This sale was executed to satisfy tax obligations incurred from the vesting and settlement of the Restricted Stock Units.
• Following these transactions, Nithrakashyap directly holds 342,703 shares of Class A Common Stock.
• Additionally, Nithrakashyap holds 40,625 Restricted Stock Units and 10,330,945 shares of Class B Common Stock directly, and 200,000 shares of Class B Common Stock indirectly through the Nithrakashyap/Chatterjee Revocable Trust.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transactions are routine insider activities related to compensation and tax obligations, not indicative of positive or negative operational performance or strategic shifts.

Positives

• The vesting of Restricted Stock Units indicates continued employment and achievement of vesting conditions by the Chief Technology Officer.
• The sale was explicitly for 'sell-to-cover' tax obligations, which is a routine and expected event for RSU vesting, rather than a discretionary sale.

Negatives

• The sale of 31,450 shares by a key executive, even for tax purposes, represents a reduction in direct insider ownership of Class A Common Stock.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the vesting schedule of the Restricted Stock Units, which are tied to future service and a specified average share price.

Management Comments

• The sale reported 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 reflects a routine insider transaction related to executive compensation, specifically the vesting of Restricted Stock Units and subsequent sale of shares to cover tax liabilities. Such transactions are common across the technology industry for executives receiving equity-based compensation and do not inherently indicate a change in company fundamentals or strategic direction.

Related Party Transactions

• 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.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even for tax purposes, slightly reduces insider ownership, which is a common occurrence with equity compensation.
• Employees: The vesting of RSUs reinforces the company's compensation structure for executives.

Next Steps

• The remaining Restricted Stock Units are scheduled to vest in sixteen equal quarterly installments measured from January 27, 2022, subject to the reporting person's continued service and the achievement of a specified average price per share.

Key Dates

Keywords

Rubrik, RBRK, Insider Trading, Form 4, Restricted Stock Units, RSU Vesting, Stock Sale, Chief Technology Officer, Arvind Nithrakashyap, Equity Compensation, Tax Obligations