Form 4: Rubrik Director Reports Share Distributions from Greylock Funds

Rubrik Director Asheem Chandna reported changes in beneficial ownership, including distributions of Class A Common Stock from affiliated Greylock investment entities.

Summary

• Rubrik Director Asheem Chandna reported changes in beneficial ownership of Rubrik Class A Common Stock on September 11, 2025.
• A total of 4,973,830 shares of Class B Common Stock held by Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, and Greylock XIV Principals LLC were converted into Class A Common Stock.
• Subsequently, 4,973,830 Class A Common Stock shares were distributed pro-rata, in-kind, and without additional consideration from these Greylock XIV entities, resulting in zero shares beneficially owned by these specific entities post-transaction.
• Asheem Chandna directly acquired 244,752 shares of Class A Common Stock, increasing his direct beneficial ownership to 1,093,641 shares.
• The Chandna Children's Trust, for which Asheem Chandna is a trustee, acquired 2,324 shares of Class A Common Stock, bringing its indirect beneficial ownership to 9,296 shares.
• The Revocable Trust of Asheem Chandna and Aarti Chandna acquired 11,621 shares of Class A Common Stock, increasing its indirect beneficial ownership to 46,484 shares.
• Chandna continues to hold indirect beneficial ownership of 345,623 shares via Greylock 16 Limited Partnership, 12,287 shares via Greylock 16-A Limited Partnership, and 26,112 shares via Greylock 16 Principals Limited Partnership, disclaiming beneficial ownership except for his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions involving distributions of shares from affiliated investment funds to a director and related trusts. These are not open market sales or purchases and do not reflect a change in the company's fundamental performance or outlook, thus indicating a neutral sentiment.

Positives

• Asheem Chandna's direct beneficial ownership of Class A Common Stock increased by 244,752 shares to a total of 1,093,641 shares.
• Indirect beneficial ownership through the Chandna Children's Trust increased by 2,324 shares to 9,296 shares.
• Indirect beneficial ownership through The Revocable Trust of Asheem Chandna and Aarti Chandna increased by 11,621 shares to 46,484 shares.
• The distributions were made without additional consideration, indicating a non-cash event for the recipients.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This filing represents a routine insider transaction, common for venture capital partners distributing shares of a portfolio company post-IPO. It reflects a change in the structure of beneficial ownership rather than a market-driven transaction or a statement on broader industry trends.

Related Party Transactions

• Distributions of Class A Common Stock from Greylock XIV Limited Partnership, Greylock XIV-A Limited Partnership, and Greylock XIV Principals LLC to Asheem Chandna directly and to trusts where he is a trustee. Asheem Chandna is a managing member of Greylock XIV GP LLC, the general partner/manager of these entities.
• Asheem Chandna also holds indirect beneficial ownership through Greylock 16 entities, where he is a managing member of Greylock 16 GP LLC.

Stakeholder Impact

• Shareholders: The filing provides transparency on the beneficial ownership structure of a director, detailing the distribution of shares from venture capital funds to the director and related trusts. This is a common post-IPO event and does not represent a sale into the open market, thus having minimal direct impact on existing shareholders.

Key Dates

Recommendation

The filing details routine insider transactions involving distributions of shares from affiliated investment funds to a director and related trusts. These are not open market sales or purchases and do not reflect a change in the company's fundamental performance or outlook, thus warranting a 'hold' recommendation.

Keywords

Rubrik, RBRK, Form 4, beneficial ownership, insider transaction, Asheem Chandna, Greylock, Class A Common Stock, Class B Common Stock, distribution