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Changes in Beneficial Ownership · 4

Rubrik, Inc.

RBRKNYSEEQUITYCurrent

Changes in Beneficial Ownership

Filed Sep 25, 2026Accepted Sep 25, 2026, 8:41 PM EDTFiling CIK 1943896Accession 0001685768-26-000003
Share

Structured filing — 4

form4-09262026_120929.xml

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Filing details

Report period
2026-09-24
Issuer
Rubrik, Inc.
Issuer CIK
0001943896
Trading symbol
RBRK

Reporting owner 1

Name
Sinha Bipul
Reporting owner CIK
0001685768
Relationship
Director · Officer · 10% owner
Officer title
Chairman of the Board and CEO
Address
C/O RUBRIK, INC., 3495 DEER CREEK ROAD, PALO ALTO, CA, 94304

Non-derivative transactions

Non-derivative transactions · 3 reported rows
SecurityTransaction dateCodeAmountA / DPrice (USD)Owned afterOwnershipNature of ownership
Class A Common Stock2026-09-24C · Form 4500,000A[F1]500,000[F2]IBy SPV[F3]
Class A Common Stock2026-09-24C · Form 455,000A[F1]111,652D
Class A Common Stock2026-09-25G · Form 455,000D056,652D
Table key
C · Form 4
Derivative conversion
A
Acquired
I
Indirect
D
Direct
G · Form 4
Bona fide gift

Derivative transactions

Derivative transactions · 2 reported rows
SecurityConversion / exercise price (USD)Transaction dateCodeAmountA / DPrice (USD)ExercisableExpiresUnderlying securityUnderlying sharesOwned afterOwnershipNature of ownership
Class B Common Stock[F1]2026-09-24C · Form 4555,000D0[F1][F1]Class A Common Stock555,00010,679,839D
Prepaid Variable Forward Contract (obligation to sell)[F4][F5]2026-09-25J · Equity swap · Form 4[F4][F5]500,000A[F4][F5][F4][F5][F4][F5]Class A Common Stock500,000500,000IBy SPV[F3]
Table key
C · Form 4
Derivative conversion
D
Direct
J · Equity swap · Form 4
Other acquisition or disposition; see explanation
A
Acquired
I
Indirect

Footnotes

F1
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.↩ 1↩ 2↩ 3↩ 4↩ 5
F2
Represents 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.↩ 1
F3
The reporting person is the sole equity member of the SPV.↩ 1↩ 2
F4
On 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.↩ 1↩ 2↩ 3↩ 4↩ 5
F5
Subject 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.↩ 1↩ 2↩ 3↩ 4↩ 5

Signature 1

Signed
/s/ Anne-Kathrin Lalendran, Attorney-in-Fact
Date
2026-09-25

Company context

Current securities

Recent company filings

  1. 4 filingOct 2, 2026
  2. 144 filingSep 25, 2026
  3. 4 filingSep 3, 2026
  4. 4 filingSep 3, 2026
  5. 10-Q filingSep 1, 2026

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