THOMPSON JOHN WENDELL 4
4 · Rubrik, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Rubrik (RBRK) Director John W. Thompson Sells 13,500 Shares
What Happened
John W. Thompson, a director of Rubrik, sold multiple blocks of Class A shares in open‑market transactions on February 2, 2026. The filing reports sales of 13,500 shares at weighted‑average prices between about $54.18 and $56.52, producing roughly $746,461 in proceeds. The same filing also shows the conversion/exercise of 11,000 derivative shares (no cash consideration reported) that were recorded and related derivative disposals were reported the same day.
This activity is primarily sales (routine liquidity), not a purchase. One of the open‑market sales was executed under a pre‑arranged Rule 10b5‑1 trading plan (adopted Oct 6, 2025), per the filing.
Key Details
- Transaction date: February 2, 2026. Report filed Feb 3, 2026 (no late filing indicated).
- Open‑market sales: total 13,500 shares sold for aggregate proceeds of about $746,461. Reported weighted‑average prices and ranges by lot: roughly $54.08–$56.52 per share (see filing footnotes for each block).
- Derivative activity: 11,000 shares were converted/exercised (no cash consideration reported) and related derivative disposals were recorded the same day. The filing treats these as conversion/exercise events rather than cash purchases.
- Ownership after transaction: not disclosed in the provided filing excerpt.
- Notable footnotes:
- F1: At least one sale was made under a 10b5‑1 plan (adopted Oct 6, 2025). 10b5‑1 plans allow scheduled trades made while not in possession of material nonpublic information.
- F3: Some shares are held of record by the John and Sandra Thompson Trust (Thompson is co‑trustee).
- F9: Certain securities referenced are fully vested.
- F10: Class B shares automatically convert to Class A upon sale/transfer (or may be converted at holder option) — relevant to the conversion language in the filing.
Context: For retail investors, purchases by insiders are often considered a stronger bullish signal than routine sales, which can be driven by diversification or tax/liquidity needs. Here the filing shows substantial open‑market sales alongside conversion/exercise of derivative shares; one sale block was covered by a 10b5‑1 plan, indicating pre‑scheduled trading. The filing is factual and does not state the insider’s motivation.
Insider Transaction Report
Form 4
Rubrik, Inc.RBRK
THOMPSON JOHN WENDELL
Director
Transactions
- Sale
Class A Common Stock
[F1][F6]2026-02-02$54.42/sh−4,498$244,781→ 10,157 total - Sale
Class A Common Stock
[F1][F2][F3]2026-02-02$54.52/sh−1,100$59,972→ 27,398 total(indirect: By Trust) - Sale
Class A Common Stock
[F1][F4][F3]2026-02-02$55.64/sh−900$50,076→ 26,498 total(indirect: By Trust) - Sale
Class A Common Stock
[F1][F5][F3]2026-02-02$56.42/sh−500$28,210→ 25,998 total(indirect: By Trust) - Conversion
Class A Common Stock
2026-02-02+11,000→ 14,655 total - Sale
Class A Common Stock
[F1][F7]2026-02-02$55.65/sh−3,902$217,146→ 6,255 total - Sale
Class A Common Stock
[F1][F8]2026-02-02$56.26/sh−2,600$146,276→ 3,655 total - Exercise/Conversion
Stock Option (Right to Buy)
[F9]2026-02-02−11,000→ 143,946 totalExercise: $4.38Exp: 2028-01-21→ Class B Common Stock (11,000 underlying) - Exercise/Conversion
Class B Common Stock
[F10]2026-02-02+11,000→ 61,001 total→ Class A Common Stock (11,000 underlying) - Conversion
Class B Common Stock
[F10]2026-02-02−11,000→ 50,001 total→ Class A Common Stock (11,000 underlying)
Holdings
- 815,338(indirect: By Trust)
Class B Common Stock
[F10][F3]→ Class A Common Stock (815,338 underlying)
Footnotes (10)
- [F1]This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, adopted October 6, 2025.
- [F10]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 will also be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.
- [F2]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.18 to $55.09 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 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.
- [F4]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.18 to $56.01 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.
- [F5]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.31 to $56.52 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.
- [F6]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.08 to $55.07 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.
- [F7]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.08 to $56.04 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.
- [F8]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.08 to $56.50 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.
- [F9]Fully vested.
Signature
/s/ Larry Guo, Attorney-in-Fact|2026-02-03