Form 4: Rubrik Director John Thompson Executes Planned Stock Sales

Director John Wendell Thompson sold 13,500 shares of Class A Common Stock following an option exercise under a pre-arranged trading plan.

Summary

• John Wendell Thompson, a member of the Board of Directors, exercised options for 11,000 shares at a strike price of $4.38 per share.
• Following the exercise, Thompson sold a total of 13,500 shares of Class A Common Stock on June 1, 2026.
• The sales were executed in multiple tranches with weighted average prices ranging from $79.62 to $86.30 per share.
• On June 3, 2026, Thompson was granted 3,709 Restricted Stock Units (RSUs) as part of director compensation.
• The transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, administrative transaction. While it involves selling, it was pre-planned and the director retains a massive stake in the company's success.

Positives

• The reporting person maintains a massive equity position, holding over 865,000 shares of Class B Common Stock indirectly and directly.
• Sales were made under a Rule 10b5-1 plan, which provides an affirmative defense against insider trading by pre-scheduling trades.
• Thompson received a new grant of 3,709 RSUs, aligning future interests with shareholders through a one-year vesting period.

Negatives

• The disposal of 13,500 shares reduces the director's immediate Class A common stock holdings.
• The weighted average sale prices indicate the director capitalized on prices near the $86.00 level, which may be perceived as a local valuation peak by some investors.

Risks

• Automated sales under 10b5-1 plans can create persistent selling pressure on the stock if multiple insiders have similar plans active simultaneously.
• The conversion of Class B to Class A shares for sale reduces the high-vote power concentration, though Thompson's remaining Class B holdings remain substantial.

Future Outlook

The reporting person will vest in 3,709 RSUs over the next year in four equal quarterly installments, contingent upon continued service through June 15, 2027. Large blocks of Class B shares remain available for future conversion and potential sale under existing or future trading plans.

Management Comments

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the ranges set forth upon request.

Industry Context

StockSavvy.ai notes that insider selling via 10b5-1 plans is standard practice for directors of recently public or high-growth technology companies to achieve liquidity while maintaining significant long-term exposure.

Comparison to Industry Standards

• The use of 10b5-1 plans is consistent with governance standards at peer companies like Snowflake and CrowdStrike.
• The transition from Class B (high-vote) to Class A (low-vote) for liquidity purposes is a common structural feature in dual-class tech companies.

Related Party Transactions

• The John and Sandra Thompson Trust, of which the reporting person is a co-trustee, participated in the sales of 2,500 shares.

Stakeholder Impact

• Minimal impact on voting control due to the small size of the sale relative to total Class B holdings.
• Market liquidity for Class A shares slightly increased by the conversion and sale.

Next Steps

• First RSU vesting installment on September 15, 2026.
• Continued monitoring of 10b5-1 sales in subsequent months.

Key Dates

Recommendation

The insider activity is routine and planned, suggesting no change in the fundamental outlook of the company. Investors should maintain current positions while monitoring broader execution.

Keywords

Rubrik, RBRK, Insider Trading, Form 4, John Thompson, Stock Options, 10b5-1 Plan, Restricted Stock Units, Class B Common Stock