Rubrik, Inc.
For the period ended Oct 31, 2025. Filed Dec 8, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 8, 2025
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the quarter ended October 31, 2025, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated the Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) described below:
On October 6, 2025, John W. Thompson, one of ourdirectors, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). This trading arrangement provides for the sale through December 31, 2026 of (i) up to 132,000 shares of our Class A common stock and (ii) up to 30,000 shares of our Class A common stock through a trust affiliated with Mr. Thompson. These represent the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The actual number of shares sold will be dependent on the satisfaction of certain conditions set forth in the written plan.
On October 15, 2025, Kiran Choudary, our Chief Financial Officer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Choudary’s trading arrangement provides for the sale through January 15, 2027 of up to 60,000 shares of our Class A common stock. This represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The actual number of shares sold will be dependent on the satisfaction of certain conditions set forth in the written plan.
On October 15, 2025, Arvind Nithrakashyap, our Chief Technology Officer, adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Mr. Nithrakashyap’s trading arrangement provides for the sale through January 15, 2027 of up to 500,000 shares of our Class A common stock. This represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The actual number of shares sold will be dependent on the satisfaction of certain conditions set forth in the written plan.
Approval of Amended Participation Agreements under the Severance and Change in Control Plan
On December 2, 2025, the Compensation Committee of the Board of Directors of the Company approved amended participation agreements under our Severance and Change in Control Plan (the “Severance Plan”) for each of our named executive officers, other than Mr. Sinha (each, an “Amended Participation Agreement”), to include severance benefits upon a termination outside of a “change in control” (as defined in the Severance Plan).
| Rubrik, Inc. | Q3 2026 Form 10-Q | 90 |
Pursuant to the Amended Participation Agreements, upon a termination without “cause” (and not as a result of death or disability) or a resignation for “good reason” (each as defined in the Severance Plan) that occurs outside of the period beginning three months prior to, and ending 12 months following, a change in control, each of our named executive officers (other than Mr. Sinha) is entitled to receive (i) a lump sum payment equal to 3 months of their base salary, (ii) a lump sum payment equal to 100% of their annual target cash bonus, provided that such executive remains on our payroll for at least 90% of the fiscal year in which the termination occurs, (iii) payment of COBRA premiums for up to 12 months, and (iv) continued vesting of any then-outstanding time-vesting equity awards until the next quarterly vesting date (March 15, June 15, September 15, or December 15) following such termination date, provided that the aggregate value of all equity awards that vest will in no event exceed $3,000,000.
No changes were made to the severance benefits payable to our named executive officers upon a termination without cause (and not as a result of death or disability) or a resignation for good reason that occurs during the period of time beginning three months prior to, and ending 12 months following, a change in control. All severance benefits under the Severance Plan and Amended Participation Agreements are subject to the executive’s execution of an effective release of claims against Rubrik.
| Rubrik, Inc. | Q3 2026 Form 10-Q | 91 |
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