SEC Form 4 · accession 0001207433-26-000014
Rubrik, Inc. · RBRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Wendell Thompson
Director
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 9:40 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001943896
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Jun 1, 2026 | S | 100 | $79.91 | D | 17,400 | I | By John and Sandra Thompson Trust |
| Class A Common StockF3,F2 | Jun 1, 2026 | S | 300 | $82.45 | D | 17,100 | I | By John and Sandra Thompson Trust |
| Class A Common StockF4,F2 | Jun 1, 2026 | S | 160 | $83.49 | D | 16,940 | I | By John and Sandra Thompson Trust |
| Class A Common StockF5,F2 | Jun 1, 2026 | S | 1,140 | $84.64 | D | 15,800 | I | By John and Sandra Thompson Trust |
| Class A Common StockF6,F2 | Jun 1, 2026 | S | 800 | $85.87 | D | 15,000 | I | By John and Sandra Thompson Trust |
| Class A Common Stock | Jun 1, 2026 | C | 11,000 | $0.00 | A | 15,653 | D | |
| Class A Common StockF7 | Jun 1, 2026 | S | 200 | $79.77 | D | 15,453 | D | |
| Class A Common StockF8 | Jun 1, 2026 | S | 750 | $82.13 | D | 14,703 | D | |
| Class A Common StockF9 | Jun 1, 2026 | S | 991 | $82.73 | D | 13,712 | D | |
| Class A Common StockF10 | Jun 1, 2026 | S | 4,000 | $84.41 | D | 9,712 | D | |
| Class A Common StockF11 | Jun 1, 2026 | S | 3,359 | $85.30 | D | 6,353 | D | |
| Class A Common StockF12 | Jun 1, 2026 | S | 1,700 | $86.07 | D | 4,653 | D | |
| Class A Common Stock | Jun 3, 2026 | A | 3,709 | $0.00 | A | 8,362 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F14 | $4.38 | Jun 1, 2026 | M | 11,000 | D | — | Jan 21, 2028 | Class B Common Stock | 11,000 | 99,946 | D |
| Class B Common StockF15 | — | Jun 1, 2026 | M | 11,000 | A | — | — | Class A Common Stock | 11,000 | 61,001 | D |
| Class B Common StockF15 | — | Jun 1, 2026 | C | 11,000 | D | — | — | Class A Common Stock | 11,000 | 50,001 | D |
| Class B Common StockF2,F15 | — | holding | — | — | — | — | — | Class A Common Stock | 815,338 | 815,338 | I |
Explanation of responses
- F1This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.84 to $84.73 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F11The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.86 to $85.82 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F12The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.86 to $86.30 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F13Represents the grant of restricted stock units ("RSUs") that will vest over a one-year period, in four (4) successive equal quarterly installments on each of September 15, 2026, December 15, 2026, March 15, 2027 and June 15, 2027, subject to the reporting person's continuous service with the Issuer on each such vest date.
- F14Fully vested.
- F15Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock upon the sale or transfer of such share of Class B Common Stock, subject to certain exceptions, and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. Each share of Class B Common Stock will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date.
- F2The 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.99 to $82.89 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.22 to $83.95 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.28 to $85.15 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.31 to $86.26 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.62 to $79.91 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.41 to $82.39 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.45 to $83.16 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the range set forth in this footnote.