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

Rubrik Director John Wendell Thompson sold 9,009 Class A Common Stock shares on September 2, 2025, through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Director John Wendell Thompson reported transactions on September 2, 2025, involving Rubrik, Inc. Class A and Class B Common Stock.
• He acquired 9,009 shares of Class A Common Stock at a price of $0 through the conversion of Class B Common Stock.
• Subsequently, he sold a total of 9,009 shares of Class A Common Stock in multiple transactions.
• The sales were executed pursuant to a Rule 10b5-1 trading plan, which was adopted on October 15, 2024.
• The sales occurred at weighted average prices of $86.62 for 809 shares, $87.74 for 5,375 shares, and $88.35 for 2,825 shares.
• The total value of Class A Common Stock sold was approximately $791,294.03.
• Following these transactions, the John and Sandra Thompson Trust beneficially owns 998 shares of Class A Common Stock and 872,365 shares of Class B Common Stock indirectly.
• Additionally, John Wendell Thompson directly holds 2,702 shares of Class A Common Stock and 24,999 shares of Class B Common Stock.

Sentiment

Score: 5

Explanation: Neutral. The filing reports routine insider transactions executed under a pre-arranged 10b5-1 plan. Such sales are typically for personal financial planning and diversification, rather than a reflection of new material information about the company's performance or outlook. While any insider sale can be viewed with slight caution, the 10b5-1 plan mitigates concerns about opportunistic trading.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned, non-discretionary sale rather than a reaction to new, undisclosed information.

Negatives

• A director selling a significant number of shares, even if pre-planned, can sometimes be perceived negatively by investors as it reduces insider ownership.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, which is solely for reporting insider transactions.

Industry Context

Insider sales under Rule 10b5-1 plans are a common practice across industries for executives and directors to manage personal financial planning, diversify holdings, and ensure compliance with insider trading regulations by pre-scheduling transactions.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for insider sales is a standard corporate governance practice, aligning with industry benchmarks for transparent and pre-planned equity dispositions by company insiders.

Related Party Transactions

• The shares are held of record 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, indicating a related party transaction.

Stakeholder Impact

• Shareholders: May view the insider sale as a slight negative, though the pre-arranged 10b5-1 plan mitigates concerns about the timing or motivation of the sale.

Key Dates

Recommendation

The filing reports routine insider transactions executed under a pre-arranged 10b5-1 trading plan. These sales are typically for personal financial planning and diversification, rather than a reflection of new material information about the company's performance or outlook. Therefore, this filing alone does not provide a basis for a change in investment recommendation.

Keywords

Rubrik, RBRK, Insider Trading, Form 4, Director, Share Sale, 10b5-1 Plan, Equity Transaction, John Wendell Thompson