Form 4: Rubrik Director Yvonne Wassenaar Adjusts Equity Holdings

Director Yvonne Wassenaar sold 721 shares of Class A Common Stock and received a grant of 3,709 restricted stock units.

Summary

• Yvonne Wassenaar, a Director at Rubrik, Inc., executed a series of equity transactions on June 3, 2026.
• The reporting person converted 721 shares of Class B Common Stock into Class A Common Stock on a one-for-one basis.
• Following the conversion, 721 shares of Class A Common Stock were sold at a price of $80.73 per share, totaling approximately $58,206.
• The sale was conducted under a Rule 10b5-1 trading plan previously adopted on December 15, 2025.
• Wassenaar was also granted 3,709 Restricted Stock Units (RSUs) which are scheduled to vest in four equal quarterly installments starting in September 2026.
• Following these transactions, the director directly owns 6,035 shares of Class A Common Stock and 33,116 shares of Class B Common Stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as slightly positive to neutral; while a sale occurred, it was small, pre-planned, and accompanied by a larger grant of new restricted stock units.

Positives

• The director received a new grant of 3,709 RSUs, aligning her interests with long-term shareholder value.
• The sale of 721 shares was relatively small, representing only a minor fraction of her total equity interest in the company.
• The use of a Rule 10b5-1 trading plan indicates the sale was pre-planned and not based on recent non-public information.

Negatives

• The disposal of 721 shares results in a minor reduction of immediate Class A common stock ownership prior to the new grant vesting.

Risks

• The newly granted RSUs are subject to continuous service requirements, posing a retention risk if the director departs before the June 2027 final vesting date.
• Class B shares carry different rights than Class A, and their conversion is subject to the terms of the amended and restated certificate of incorporation.

Future Outlook

The director is expected to remain with the company through at least June 2027 to fully vest in the newly granted equity, suggesting stable board governance in the near term.

Management Comments

• The sale was effected pursuant to a Rule 10b5-1 trading plan, adopted December 15, 2025.
• RSUs will vest over a one-year period in four successive equal quarterly installments subject to continuous service.

Industry Context

StockSavvy.ai notes that Rubrik's use of equity-based compensation for directors is standard for high-growth technology companies to ensure board members are incentivized to drive long-term stock performance.

Comparison to Industry Standards

• The use of Rule 10b5-1 plans is a best-practice governance standard among peer companies like Snowflake and CrowdStrike to avoid the appearance of insider trading.
• Annual RSU grants for non-employee directors are consistent with compensation structures at other mid-to-large cap software-as-a-service (SaaS) providers.

Corporate Governance

Stakeholder Impact

• Shareholders are reassured by the director's continued equity-based incentive structure.
• The market receives transparency regarding planned insider liquidity.

Next Steps

• First quarterly vesting of 927 RSUs on September 15, 2026.
• Subsequent quarterly vestings through June 15, 2027.

Key Dates

Recommendation

This filing represents routine insider compensation activity and does not provide new material information regarding the company's operational performance or financial health.

Keywords

Rubrik, RBRK, Insider Trading, Form 4, Yvonne Wassenaar, Restricted Stock Units, 10b5-1 Plan, Class A Common Stock, Class B Common Stock, Equity Compensation