Rubrik CEO Bipul Sinha Enters $42M Prepaid Variable Forward Contract and Gifts Shares

Rubrik, Inc. ($RBRK) Form 4 Transaction Summary

Insider: Bipul Sinha (Chairman of the Board and CEO, 10% Owner)
Filing Date: September 25, 2026
Period of Report: September 24, 2026

Key Highlights:

1. Prepaid Variable Forward Contract (Derivative Transaction Code 'J'):

   • On September 25, 2026, an SPV wholly owned by Mr. Sinha entered into a prepaid variable forward contract with an unaffiliated counterparty covering up to 500,000 shares of Class A Common Stock.
   • In exchange, the entity is slated to receive an upfront cash prepayment of $42,051,350 on September 28, 2026.
   • The contract settles on September 26, 2028, with a floor price of $93.14 and a cap price of $165.58.
   • The SPV pledged 500,000 shares while retaining voting rights during the pledge period.

2. Share Conversions (Transaction Code 'C'):

   • Converted 555,000 shares of Class B Common Stock to Class A Common Stock on September 24, 2026, for no consideration.
   • 500,000 converted Class A shares were transferred to the SPV (exempt under Rule 16a-13).
   • Direct Class B holdings remain substantial at 10,679,839 shares.

3. Bona Fide Gift (Transaction Code 'G'):

   • Gifted 55,000 shares of Class A Common Stock on September 25, 2026, leaving 56,652 Class A shares held directly.

Strategic Context:

A prepaid variable forward contract allows the CEO to monetize a significant equity position ($42M cash proceeds) and hedge downside risk while retaining upside participation up to the cap price ($165.58) and retaining significant long-term Class B equity ownership.