Form 4: Rubrik Director Reports Future RSU Conversion

Rubrik Director Mark D. McLaughlin reported the future conversion of 16,668 Restricted Stock Units into Class B Common Stock, effective December 16, 2025.

Summary

• Director Mark D. McLaughlin of Rubrik, Inc. reported a planned transaction involving the company's securities.
• The transaction, scheduled for December 16, 2025, involves the conversion of 16,668 Restricted Stock Units (RSUs).
• These RSUs will convert into 16,668 shares of Class B Common Stock.
• The RSUs have a vesting schedule where 1/3 of the shares vested on December 15, 2023, and 1/3 vests annually thereafter, with a liquidity event-based vesting condition satisfied upon the effectiveness of the S-1 registration statement for the Issuer's initial public offering.
• Each share of Class B Common Stock is convertible into one share of Class A Common Stock upon sale or transfer, subject to certain exceptions, or at the option of the reporting person.
• The transaction is made pursuant to a Rule 10b5-1(c) plan, indicating a pre-scheduled purchase or sale of equity securities.
• Following this reported transaction, McLaughlin will directly own 50,000 shares of Class B Common Stock and indirectly own 21,228 shares of Class B Common Stock through the McLaughlin Revocable Living Trust.

Sentiment

Score: 6

Explanation: The filing reports a future, pre-planned conversion of Restricted Stock Units into common stock, which is a routine insider transaction. It represents an insider taking ownership of vested equity, generally viewed as a neutral to slightly positive signal as it aligns the director's interests with shareholders.

Positives

• The conversion of Restricted Stock Units into common stock indicates the director is taking ownership of vested equity, aligning interests with shareholders.
• The transaction is part of a pre-planned Rule 10b5-1(c) plan, which demonstrates a structured approach to equity management and reduces concerns about opportunistic trading.

Future Outlook

The filing details a future, pre-scheduled conversion of Restricted Stock Units into common stock, indicating a planned increase in the director's direct equity holdings in Rubrik, Inc. as part of their compensation and equity management strategy.

Industry Context

This Form 4 filing is a routine disclosure of an insider equity transaction, common across publicly traded companies. It reflects a director's planned acquisition of shares through the vesting and conversion of Restricted Stock Units, a standard component of executive compensation packages in the technology sector.

Related Party Transactions

• Shares are indirectly held by the McLaughlin Revocable Living Trust, for which the reporting person serves as a co-trustee and shares voting and dispositive power with his spouse.

Stakeholder Impact

• Shareholders: The transaction increases the director's direct equity ownership, potentially enhancing alignment of interests between management and shareholders.

Next Steps

• Annual vesting of remaining RSU shares as per the established schedule.
• The actual conversion of 16,668 RSUs into Class B Common Stock on December 16, 2025.
• Potential future conversion of Class B Common Stock to Class A Common Stock at the director's option or upon certain events.

Key Dates

Keywords

Rubrik, RBRK, Form 4, insider transaction, Restricted Stock Units, RSU conversion, Class B Common Stock, equity vesting, Rule 10b5-1 plan