Form 4: Rubrik Director Sells Shares Under 10b5-1 Plan

Rubrik Director John Wendell Thompson executed pre-planned sales of Class A Common Stock totaling 13,500 shares on January 5, 2026, following option exercises and conversions.

Summary

• Director John Wendell Thompson reported multiple transactions on January 5, 2026, involving Rubrik, Inc. Class A and Class B Common Stock.
• Transactions included the exercise of 11,000 stock options at an exercise price of $4.38 per share.
• A total of 24,500 Class B Common Stock shares were converted into Class A Common Stock (2,500 indirect, 11,000 direct from option exercise, and 11,000 direct).
• Thompson sold a total of 13,500 Class A Common Stock shares through various transactions.
• The sales were executed at weighted average prices ranging from $73.56 to $75.19 per share.
• All reported sales were conducted pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2025.
• Following these transactions, Thompson's indirect beneficial ownership in Class A Common Stock through the John and Sandra Thompson Trust is 998 shares, and direct beneficial ownership is 2,702 shares.
• Indirect beneficial ownership of Class B Common Stock through the trust is 842,838 shares, and direct beneficial ownership is 50,001 shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transactions are pre-planned insider sales, which are common for executives managing their personal holdings and do not necessarily reflect a change in company outlook. The sales follow option exercises and conversions, indicating a realization of value.

Positives

• The exercise of stock options indicates a realization of value from previously granted equity incentives.
• The transactions were pre-planned under a Rule 10b5-1 trading plan, adopted on October 6, 2025, which suggests a systematic approach to managing personal holdings rather than a reaction to immediate market conditions.

Negatives

• Director John Wendell Thompson sold a total of 13,500 shares of Class A Common Stock, which represents a reduction in his direct and indirect holdings of the company's publicly traded shares.

Future Outlook

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

Industry Context

This insider transaction filing is specific to the individual director's equity management and does not provide broader insights into industry trends or competitive landscape. Such transactions are common for executives managing their personal portfolios.

Related Party Transactions

• 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.

Stakeholder Impact

• Shareholders may observe a director reducing their direct and indirect holdings, which could be interpreted in various ways, though the 10b5-1 plan mitigates concerns about opportunistic selling.

Key Dates

Recommendation

The transactions reported are routine insider sales executed under a pre-arranged 10b5-1 trading plan. Such sales, especially following option exercises, are common for executives managing personal liquidity and diversification, and do not typically signal a change in the company's fundamental prospects or warrant a change in investment recommendation based solely on this filing. Therefore, a 'hold' recommendation is appropriate as this filing provides no new material information to alter an existing investment thesis.

Keywords

Rubrik Inc., RBRK, Form 4, Insider Trading, Stock Sale, Director, John Wendell Thompson, 10b5-1 Plan, Class A Common Stock, Class B Common Stock, Stock Option Exercise