Form 4: Rubrik Director Converts RSUs to Class B Stock

Rubrik Director John Wendell Thompson reported the conversion of Restricted Stock Units into Class B Common Stock and subsequent conversion to Class A Common Stock, effective December 16, 2025.

Summary

• Director John Wendell Thompson reported transactions involving Rubrik, Inc. securities.
• On December 16, 2025, 16,668 Restricted Stock Units (RSUs) were converted into 16,668 shares of Class B Common Stock.
• Also on December 16, 2025, an additional 8,334 RSUs were converted into 8,334 shares of Class B Common Stock.
• A total of 25,002 shares of Class B Common Stock were converted into 25,002 shares of Class A Common Stock on the same date.
• Following these transactions, Thompson directly beneficially owns 50,001 shares of Class A Common Stock.
• Thompson also indirectly beneficially owns 845,338 shares of Class B Common Stock through the John and Sandra Thompson Trust.
• The RSUs had vesting conditions including 1/3 vesting on December 15, 2023, annual vesting thereafter, and a liquidity event (IPO registration statement effectiveness) condition.

Sentiment

Score: 7

Explanation: The filing indicates a routine insider transaction involving the vesting and conversion of equity awards, which is generally a neutral to slightly positive sign as it reflects the execution of compensation plans and the director's continued equity stake in the company. The satisfaction of the IPO-related vesting condition is a positive milestone.

Positives

• The vesting of RSUs and conversion to common stock indicates a long-term commitment and alignment of interests between the director and shareholders.
• The satisfaction of the liquidity event-based vesting condition upon the effectiveness of the registration statement on Form S-1 for the Issuer's initial public offering is a positive milestone for the company.

Future Outlook

The vesting schedule indicates future annual vesting of remaining Restricted Stock Units. The conversion of Class B Common Stock to Class A Common Stock upon sale or transfer suggests potential future liquidity events for the director.

Industry Context

This is a standard insider transaction report for a publicly traded company, reflecting the execution of equity compensation plans following a liquidity event such as an Initial Public Offering (IPO). It does not provide broader industry-specific context.

Stakeholder Impact

• Shareholders: Provides transparency regarding a director's equity holdings and compensation structure, reinforcing alignment of interests.
• Employees: Confirms the execution of equity compensation plans, which can be a positive signal regarding employee incentives.

Next Steps

• Future annual vesting of remaining RSUs according to the established schedule.
• Potential future sales or transfers of Class A Common Stock by the director.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to the vesting and conversion of Restricted Stock Units (RSUs) into common stock for Director John Wendell Thompson. Such transactions are typically pre-scheduled and do not inherently signal a change in the company's fundamental outlook or performance. While the director's continued equity stake is a positive for alignment, the filing itself does not provide new information warranting a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals rather than this specific insider disclosure.

Keywords

Rubrik, RBRK, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Class A Common Stock, Class B Common Stock, Director, John Wendell Thompson, Stock Conversion, Vesting