Form 4: Rubrik CTO Sells Shares Under 10b5-1 Plan

Rubrik, Inc. Chief Technology Officer Arvind Nithrakashyap reported the sale of Class A Common Stock valued at over $1 million through multiple transactions executed between July 6th and July 8th, 2026, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Arvind Nithrakashyap, Chief Technology Officer and Director of Rubrik, Inc., reported transactions involving Class A Common Stock.
• These transactions, occurring from July 6th to July 8th, 2026, included the acquisition of 12,820 shares at $0 cost on each of those days, and the disposition of a total of 31,542 shares.
• The sales were executed under a Rule 10b5-1 trading plan adopted on October 15, 2025.
• The total value of the disposed shares, based on weighted average prices across various transactions, is substantial, with individual sales reported at prices ranging from $83.22 to $89.525.
• Following these transactions, Nithrakashyap's direct beneficial ownership of Class A Common Stock stands at 303,611 shares.
• Additionally, Nithrakashyap holds 10,094,852 shares of Class B Common Stock, which are convertible into Class A Common Stock on a one-to-one basis.
• A portion of Class B Common Stock (200,000 shares) is held indirectly through the Nithrakashyap Chatterjee Revocable Trust.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to the significant volume of stock sold by a key executive, despite the execution via a Rule 10b5-1 plan. The large number of shares sold could be interpreted as a reduction in insider confidence or a need for personal liquidity.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating a pre-determined and structured approach to stock disposition, which can mitigate concerns about insider trading.
• The reporting person continues to hold a significant number of Class A Common Stock (303,611 shares) and a large amount of convertible Class B Common Stock (over 10 million shares), suggesting continued long-term commitment to the company.

Negatives

• A significant number of shares were sold by a key executive, which could be perceived negatively by the market, despite being executed under a pre-planned trading strategy.
• The total value of shares sold exceeds $1 million, indicating a substantial divestment by the reporting person.

Risks

• The primary risk is the market perception of a large sale by a key executive, potentially signaling a lack of confidence or a need for personal liquidity, even if executed under a 10b5-1 plan.
• The conversion of Class B Common Stock into Class A Common Stock could increase the total float of Class A shares, potentially impacting its market price if not absorbed by demand.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• The sales were effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2025.
• The reporting person undertakes to provide full information regarding the number of shares sold at each separated price within the reported ranges upon request.

Industry Context

StockSavvy.ai notes that insider selling, even under a Rule 10b5-1 plan, can sometimes create short-term negative sentiment in the market. However, the continued substantial holdings by executives like Arvind Nithrakashyap are generally viewed as a positive indicator of long-term commitment to the company's prospects in the competitive cybersecurity and data management sector.

Stakeholder Impact

• Shareholders may react to the significant sale by a key executive, potentially leading to short-term price fluctuations.
• Employees holding stock options or grants may be influenced by the executive's selling activity, though the 10b5-1 plan mitigates concerns about timing.

Next Steps

• The reporting person may continue to execute trades under the existing Rule 10b5-1 plan.
• The company may provide further updates on executive stock holdings in future filings.

Key Dates

Recommendation

The filing reports routine stock sales by an executive under a pre-established 10b5-1 plan. While the volume of sales is notable, the plan's existence suggests these are not opportunistic trades based on non-public information. The executive retains substantial holdings, indicating continued commitment. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor future filings and company performance rather than reacting solely to this transaction.

Keywords

Rubrik, RBRK, Form 4, Insider Trading, Stock Sale, Arvind Nithrakashyap, Rule 10b5-1, Class A Common Stock, Class B Common Stock, Beneficial Ownership, SEC Filing