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

Rubrik Director John Wendell Thompson reported the sale of 13,500 Class A Common Stock shares and the exercise and conversion of 11,000 stock options, all executed under a pre-arranged 10b5-1 trading plan.

Summary

• Director John Wendell Thompson reported multiple transactions involving Rubrik, Inc. Class A and Class B Common Stock.
• On February 2, 2026, Thompson sold a total of 13,500 shares of Class A Common Stock in several transactions.
• The sales occurred at weighted average prices ranging from $54.18 to $56.52 per share for shares held indirectly by the John and Sandra Thompson Trust, and from $54.08 to $56.50 per share for shares held directly.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted on October 6, 2025.
• Thompson also exercised stock options to acquire 11,000 shares of Class B Common Stock at an exercise price of $4.38 per share on February 2, 2026. These options were fully vested.
• Concurrently, 11,000 shares of Class B Common Stock were converted into Class A Common Stock.
• Following these transactions, Thompson's direct beneficial ownership of Class A Common Stock is 3,655 shares, and indirect ownership through the John and Sandra Thompson Trust is 25,998 shares.
• Remaining derivative holdings include 50,001 direct Class B Common Stock and 815,338 indirect Class B Common Stock through the John and Sandra Thompson Trust.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider sales can sometimes be a negative signal, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling based on new, undisclosed information.

Positives

• The exercise of stock options indicates a realization of value from previously granted equity compensation.
• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which suggests a planned liquidity event rather than a reaction to new, negative information.

Negatives

• A director selling a significant number of shares could be perceived negatively by some investors, even if pre-planned.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly sales, are common for directors and executives managing their personal portfolios, especially when executed under a Rule 10b5-1 plan. Such plans are designed to allow insiders to sell shares without being accused of trading on material non-public information, as the plan is set up in advance.

Related Party Transactions

• Shares held and sold indirectly by the John and Sandra Thompson Trust, for which the Reporting Person serves as a co-trustee and shares voting and dispositive power with his spouse, constitute a related party transaction.

Stakeholder Impact

• Shareholders may observe a director's sale of shares, which could be interpreted as a slight negative signal, though the 10b5-1 plan mitigates this. The overall impact is likely minimal given the pre-planned nature.

Key Dates

Recommendation

The insider sales by Director John Wendell Thompson, while notable, were executed under a pre-arranged Rule 10b5-1 trading plan. This suggests a planned liquidity event rather than a reaction to new, adverse company-specific information. The transaction itself does not provide new fundamental insights into Rubrik's operational performance or future prospects. Therefore, a 'hold' recommendation is appropriate, as existing investment theses should not be significantly altered by this routine insider disclosure.

Keywords

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