SEC Form 4 · accession 0001685768-26-000003
Rubrik, Inc. · RBRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bipul Sinha
Officer — Chairman of the Board and CEO · Director · 10% Owner
Period of report
Sep 24, 2026
Accepted (ET)
Sep 25, 2026 · 8:41 pm EDT
Rule 10b5-1 plan
box not checked
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 StockF1,F2,F3 | Sep 24, 2026 | C | 500,000 | — | A | 500,000 | I | By SPV |
| Class A Common StockF1 | Sep 24, 2026 | C | 55,000 | — | A | 111,652 | D | |
| Class A Common Stock | Sep 25, 2026 | G | 55,000 | $0.00 | D | 56,652 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | — | Sep 24, 2026 | C | 555,000 | D | — | — | Class A Common Stock | 555,000 | 10,679,839 | D |
| Prepaid Variable Forward Contract (obligation to sell)F4,F5,F3 | — | Sep 25, 2026 | J | 500,000 | A | — | — | Class A Common Stock | 500,000 | 500,000 | I |
Explanation of responses
- F1Each 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 is also convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
- F2Represents 500,000 shares transferred on September 24, 2026 to an entity of which the reporting person is the sole equity member. The transfer was exempt under Rule 16a-13 as a change in the form of beneficial ownership without a change in pecuniary interest.
- F3The reporting person is the sole equity member of the SPV.
- F4On September 25, 2026, an entity of which the Reporting Person is the sole equity member (the "Entity") entered into a prepaid variable forward contract with an unaffiliated counterparty. The contract obligates the Entity to deliver to the counterparty up to 500,000 shares of the Issuer's Class A common stock (or, at the Entity's election, a cash settlement amount determined based on the market price of the Issuer's Class A common stock) on the scheduled settlement date of September 26, 2028. In exchange for assuming this obligation, the Entity is expected to receive a cash payment of $42,051,350 on September 28, 2026. The Entity pledged 500,000 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the contract. In most instances, the Entity retains voting rights in the Pledged Shares during the term of the pledge.
- F5Subject to customary adjustments, the number of shares of Class A common stock deliverable at settlement will be determined as follows: (a) if the closing price of Class A common stock on September 25, 2028 ("Settlement Price") is less than or equal to $93.14 ("Forward Floor Price"), the Entity will deliver to the counterparty 500,000 shares of Class A common stock; (b) if the Settlement Price is between the Forward Floor Price and $165.58 (the "Forward Cap Price"), the Entity will deliver to the counterparty a number of shares of Class A common stock having a value, based on the Settlement Price, of $46,570,000; and (c) if the Settlement Price exceeds the Forward Cap Price, the Entity will deliver to the counterparty a variable number of shares of Class A common stock equal to 500,000 multiplied by the sum of (i) the Forward Floor Price and (ii) the excess of the Settlement Price over the Forward Cap Price, divided by the Settlement Price.