Form 4: Rubrik Director and 10% Owner Sells Over 9,000 Shares Under Pre-Arranged Trading Plan

John Wendell Thompson, a Director and 10% owner of Rubrik, Inc., sold 9,009 shares of Class A Common Stock for approximately $880,000 through a pre-arranged Rule 10b5-1 trading plan.

Summary

• John Wendell Thompson, a Director and 10% owner of Rubrik, Inc. (RBRK), reported transactions involving the company's Class A Common Stock.
• On June 2, 2025, Mr. Thompson converted 9,009 shares of Class B Common Stock into Class A Common Stock at a price of $0.
• Concurrently, he sold a total of 9,009 shares of Class A Common Stock through multiple transactions on June 2, 2025.
• The sales were executed at weighted average prices ranging from $95.41 to $99.41 per share.
• The total proceeds from these sales amount to approximately $880,000 (calculated as 700*$95.41 + 1100*$96.53 + 1900*$97.47 + 1200*$98.47 + 4109*$99.41).
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on October 15, 2024.
• Following these transactions, Mr. Thompson, through the John and Sandra Thompson Trust, indirectly beneficially owns 998 shares of Class A Common Stock and 899,392 shares of Class B Common Stock. He also directly owns 24,999 shares of Class A Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling, even though it's under a 10b5-1 plan. While pre-planned sales are less concerning than opportunistic sales, they still represent a reduction in insider ownership and can be interpreted as a lack of further upside conviction by the insider.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, adopted on October 15, 2024, which indicates the transactions were scheduled in advance and not based on recent non-public information.

Negatives

• A Director and 10% owner selling a significant number of shares (9,009 shares) could be perceived negatively by investors, potentially signaling a lack of confidence, even if pre-planned.
• The sales occurred at prices ranging from $95.41 to $99.41, which are relatively high, suggesting the insider is taking profits.

Risks

• Insider selling, even under a 10b5-1 plan, can sometimes lead to negative market sentiment or speculation about the company's future prospects.

Future Outlook

NA

Management Comments

• 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.
• This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 15, 2024.
• The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.95 to $95.87 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.
• Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. While it doesn't directly reflect broader industry trends, insider selling can sometimes be interpreted by the market in the context of sector-specific performance or general market sentiment towards technology or cloud companies, which Rubrik operates within.

Comparison to Industry Standards

• NA

Related Party Transactions

• The transactions involve shares held by the John and Sandra Thompson Trust, for which the Reporting Person (John Wendell Thompson) serves as a co-trustee and shares voting and dispositive power with his spouse, indicating a related party transaction.

Stakeholder Impact

• Shareholders may interpret the insider selling as a signal regarding the company's future prospects or valuation, potentially influencing their investment decisions.

Next Steps

• NA

Key Dates

Recommendation

Keywords

Rubrik, RBRK, SEC Form 4, Insider Selling, John Wendell Thompson, Stock Sale, Rule 10b5-1 Plan, Director, 10% Owner, Class A Common Stock, Class B Common Stock