Form 4: Rubrik sales chief sells 10,000 shares via 10b5-1

Rubrik’s President of Global Sales & Field Operations, Brian K. McCarthy, sold 10,000 Class A shares on Dec. 10, 2025 at ~$90–92 under a pre-set 10b5-1 plan, retaining 339,319 shares.

Summary

• Brian K. McCarthy (President, Global Sales & Field Operations) executed three open-market sales totaling 10,000 Rubrik Class A shares on 2025-12-10 under a Rule 10b5-1 plan.
• Sales detail: 5,400 shares at a weighted average price of $90.37 (range: $89.86–$90.85); 3,900 shares at $91.24 (range: $90.86–$91.67); 700 shares at $92.12 (range: $91.94–$92.25).
• Approximate aggregate proceeds: $908,318 before fees and taxes.
• Post-transaction beneficial ownership: 339,319 Class A shares held directly.
• 10b5-1 trading plan was adopted on 2025-07-13.
• Transactions were executed in multiple trades; the reporting person offers to provide detailed trade-by-trade breakdowns upon request.
• Form was signed by Attorney-in-Fact Larry Guo on 2025-12-10.

Sentiment

Score: 5

Explanation: Neutral overall: routine 10b5-1 insider sales with significant remaining ownership; no operational or financial performance data included.

Positives

• Sales were executed under a pre-established Rule 10b5-1 plan adopted on 2025-07-13, reducing concerns about timing-based discretion.
• The officer retains a significant stake post-sale: 339,319 Class A shares, indicating continued alignment with shareholders.
• Detailed price ranges provided for transparency, with an undertaking to supply trade-level details upon request.

Negatives

• Insider selling by a senior executive (total 10,000 shares) can be perceived negatively by the market, even when pre-planned.
• Sales occurred across rising price brackets ($89.86–$92.25), which may draw attention to valuation sensitivity.

Future Outlook

No forward-looking statements or guidance were provided; the disclosure solely reports insider sales under a Rule 10b5-1 plan.

Management Comments

• Sales were effected pursuant to a Rule 10b5-1 trading plan adopted on July 13, 2025.
• Reported prices are weighted averages; detailed trade-by-trade prices within the stated ranges are available upon request from the issuer, security holders, or SEC staff.

Industry Context

Pre-arranged insider sales via Rule 10b5-1 plans are common among U.S. technology and cybersecurity companies and are not necessarily indicative of changes in company fundamentals; investors typically view such sales as routine when executives maintain significant residual holdings.

Comparison to Industry Standards

• Use of a Rule 10b5-1 plan aligns with best practices seen at cybersecurity and SaaS peers (e.g., CrowdStrike, Zscaler, Snowflake) to mitigate perceived trading discretion.
• Residual ownership of 339k+ shares post-sale is consistent with typical executive alignment practices among large-cap tech peers, where insiders often maintain substantial stakes after liquidity events.
• Disclosure of weighted average prices and offer to provide detailed trade data mirrors transparency standards commonly observed in Form 4 filings across the sector.

Stakeholder Impact

• Minor increase in share float liquidity from insider sales.
• Potential negative perception among some investors due to insider selling, partially mitigated by the pre-set 10b5-1 plan.
• Continued alignment with shareholders indicated by substantial remaining insider ownership (339,319 shares).

Next Steps

• No further actions disclosed.

Key Dates

Keywords

Rubrik, RBRK, Form 4, insider selling, Rule 10b5-1, beneficial ownership, Brian K. McCarthy, Class A Common Stock, SEC filing, equity transactions