Rubrik, Inc. — Director's Dealing 2025

Jan 17, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rubrik, Inc. (RBRK)
CIK: 0001943896
Period of Report: 2025-01-14

Reporting Person: Nithrakashyap Arvind (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-14	Class A Common Stock	C	446875	—	Acquired	446875	Direct
2025-01-14	Class A Common Stock	S	113270	$64.54	Disposed	333605	Direct
2025-01-14	Class A Common Stock	S	114326	$65.24	Disposed	219279	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-01-14	Restricted Stock Unit	$	M	446875	Disposed	2029-08-07	Class B Common Stock (446875)	Direct
2025-01-14	Class B Common Stock	$	M	446875	Acquired		Class A Common Stock (446875)	Direct
2025-01-14	Class B Common Stock	$	C	446875	Disposed		Class A Common Stock (446875)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (200000)	200000	Indirect

Footnotes

F1: This sale reported on this Form 4 was effected pursuant to the Issuer's policy requiring sell-to-cover to satisfy certain tax obligations of the Reporting Person incurred with the vesting and settlement of certain Restricted Stock Units (RSUs).

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.87 to $64.865 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.87 to $65.81 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.

F4: Each RSU represents a contingent right to receive one share of Class B Common Stock.

F5: The shares of Class B Common Stock are to be acquired upon the vesting of an RSU award previously granted to the Reporting Person. The RSUs shall vest as follows: 1/16 of the shares subject to the RSU vest in sixteen equal quarterly installments measured from January 27, 2022 and the Issuer's achievement of a specified average price per share prior to the earlier of (i) the five year anniversary of the effectiveness of the registration statement on Form S-1 filed by the Issuer in connection with the Issuer's initial public offering and (ii) the expiration of the RSU award, subject to the Reporting Person continuing to have a Service Relationship (as defined in the Issuer's Amended and Restated 2014 Stock Option and Grant Plan) as a full time employee of the Issuer on each such date.

F6: Each 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.

F7: The shares are held of record by Arvind Nithrakashyap, as Trustee of the Nithrakashyap/Chatterjee Revocable Trust, for which the Reporting Person serves as trustee and shares voting and dispositive power with his spouse.