rbrk-20260415

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )


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□			Preliminary Proxy Statement
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⌧			Definitive Proxy Statement
□			Definitive Additional Materials
□			Soliciting Material under §240.14a-12

RUBRIK, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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3495 Deer Creek Road

Palo Alto, California 94304

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 3, 2026 at 2:00 p.m. Pacific Time

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (including any adjournments, continuations, or postponements thereof, the “Annual Meeting”) of Rubrik, Inc., a Delaware corporation (“Rubrik”) to be held virtually on June 3, 2026 at 2:00 p.m. Pacific Time. You may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/RBRK2026 and logging in with the 16-digit control number located on the Notice of Internet Availability of Proxy Materials or in the instructions that you received via email. Once logged in, you will be able to listen to the meeting live, submit questions, and vote online.

The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying materials:

1.To elect the Board’s three nominees for Class II directors, Asheem Chandna, Ravi Mhatre, and Arvind Nithrakashyap, to hold office until the 2029 Annual Meeting of Stockholders and their successors are duly elected and qualified, or until their earlier death, resignation or removal;

2.To ratify the appointment by the Audit Committee of the Board of Directors of Rubrik of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027;

3.To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers; and

4.To conduct any other business properly brought before the Annual Meeting.

Our Board of Directors has fixed the close of business on April 7, 2026 as the record date for the Annual Meeting. Only stockholders of record at the close of business on April 7, 2026 and their proxy holders are entitled to vote at the Annual Meeting. A complete list of stockholders of record will be available for examination at our headquarters at 3495 Deer Creek Road, Palo Alto, California 94304, by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date, inclusive. If you would like to view the list, please email us at ir@rubrik.com.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 3, 2026 at 2:00 p.m. Pacific Time at www.virtualshareholdermeeting.com/RBRK2026.

The Notice of Annual Meeting, Proxy Statement, and Rubrik’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, are available electronically at https://ir.rubrik.com and www.ProxyVote.com. These proxy materials are first being made available to stockholders on April 15, 2026.

By Order of the Board of Directors

Bipul Sinha

Chief Executive Officer and Chairman

Palo Alto, CA

April 15, 2026

You are cordially invited to attend the Annual Meeting online. Whether or not you expect to attend the Annual Meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting.

RUBRIK, INC.
PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS


General Information			1
Questions And Answers			2
Information Regarding Our Board Of Directors And Corporate Governance			9
Proposal 1: Election Of Directors			22
Proposal 2: Ratification Of Appointment Of Independent Registered Public Accounting Firm			23
Proposal 3: Advisory Vote On The Frequency Of Future Stockholder Advisory Votes On The Compensation Of Our Named Executive Officers			25
Report Of The Audit Committee Of The Board Of Directors			26
Executive Officers			27
Non-Employee Director Compensation			19
Non-Employee Director Compensation Policy			20
Certain Relationships and Related Person Transactions			54
Other Information For Stockholders			55


			-1-


Directors with Terms Expiring at the Annual Meeting/Nominees	Age	Independent	Current Term Expires	Expiration of Term For Which Nominated	Position
Class I Directors
John W. Thompson(3)(4)**	76	☑	2028	—	Director
Yvonne Wassenaar(1)	57	☑	2028	—	Director
Class II Directors
Asheem Chandna(1)(2)	61	☑	2026	2029	Director
Ravi Mhatre(2)(3)	59	☑	2026	2029	Director
Arvind Nithrakashyap	52		2026	2029	Chief Technology Officer and Director
Class III Directors
R. Scott Herren(1)(4)	64	☑	2027	—	Director
Mark D. McLaughlin(2)	60	☑	2027	—	Director
Bipul Sinha	52		2027	—	Chief Executive Officer and Chairman of our Board of Directors


Director	Stock Awards ($) (1)	Total ($)
Asheem Chandna	279,648.94	279,648.94
R. Scott Herren	279,648.94	279,648.94
Mark D. McLaughlin	254,641.56	254,641.56
Ravi Mhatre	259,683.92	259,683.92
Enrique Salem (2)	—	—
John W. Thompson	309,630.54	309,630.54
Yvonne Wassenaar	254,641.56	254,641.56


Director	Number of RSUs Outstanding as of January 31, 2026	Number of Shares Underlying Outstanding Options as of January 31, 2026
Asheem Chandna	1,351	—
R. Scott Herren	1,351	—
Mark D. McLaughlin	1,351	—
Ravi Mhatre	1,351	—
John W. Thompson	1,351	154,946
Yvonne Wassenaar	1,351	—


	Fiscal Year Ended January 31,
	2026	2025
Audit Fees(1)	$4,802,000	$3,201,870
Audit-Related Fees(2)	$152,263	$189,000
Tax Fees(3)	$792,000	$369,535
All Other Fees (4)	$3,000	—
Total Fees	$5,749,263	$3,760,405


What We Do			What We Don’t Do
We emphasize a strong performance results culture through rigorous annual incentive plan goals and by delivering a substantial portion of total compensation for our NEOs in the form of long-term equity awards.			We do not provide guaranteed salary increases or bonuses to our executive officers.
We grant compensation that discourages short-term risk taking at the expense of long-term results.			We do not provide excise tax “gross-ups” for potential change in control payments.
Our Compensation Committee is comprised solely of independent directors with extensive industry experience.			We generally provide limited perquisites and personal benefits to our executives.
The Compensation Committee engages its own independent compensation consultant.			Our NEOs participate in broad-based company-sponsored health and welfare benefits programs on the same basis as our other full-time employees.
The Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for comparative purposes.			We do not maintain any special executive retirement plans.
We have strong risk and control policies, we take risk management into account in making executive compensation decisions, and our third-party compensation consultants help us conduct an annual risk assessment of our executive and broad-based compensation programs to promote prudent risk management.			We generally prohibit hedging and pledging of Rubrik securities by our employees, directors and consultants, except for limited pledging by our CEO only with preclearance from our Chief Legal Officer and subject to compliance with our pledging policy.
We maintain a clawback policy.			We do not provide single-trigger vesting acceleration of outstanding equity awards upon a change in control of the Company.


Compensation Element	Purpose/Objectives	Key Features
Base Salary (fixed cash)	Designed to attract and retain highly talented executives by providing a fixed level of compensation that is competitive in the market, rewards performance, and discourages inappropriate risk-taking	Generally reviewed annually in the first quarter of the fiscal year, effective on or around May 1 of the fiscal year, and determined based on a number of factors and with reference to market data provided by our Compensation Committee’s independent compensation consultant, Compensia, Inc. (“Compensia”)
Annual Cash Incentive Awards (at-risk cash)	Motivates our NEOs to achieve or exceed short-term business objectives that drive growth of the Company	Target bonus amounts are generally reviewed annually during the first quarter of the fiscal year and determined based on a number of factors (including individual performance, internal equity, retention and our overall performance) and with reference to market data provided by Compensia for positions that have similar impact on the organization and competitive bonus opportunities in our market. Cash incentive awards are entirely dependent upon achievement of specific corporate performance objectives, generally determined by our Compensation Committee and Board of Directors and communicated at the beginning of the fiscal year
Long-Term Equity Incentives (at-risk equity)	Promotes the retention of our NEOs; closely aligns our NEOs’ interests with those of our shareholders by focusing on the creation and sustainability of long-term shareholder value	Long-term equity incentive opportunities are generally reviewed and determined annually during the first quarter of each fiscal year, with vesting commencement dates of March 15 of the year, or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention or as a reward for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our Class A common stock, internal equity among executives and market data provided by Compensia
Benefits	Designed to align with competitive norms for comparable companies	We offer competitive health and welfare benefits, as well as participation in an employee stock purchase plan* and other employee benefit plans


▪ Altair Engineering ▪ Asana ▪ BILL Holdings ▪ Box ▪ Commvault Systems ▪ Confluent ▪ Dynatrace			▪ Elastic N.V. ▪ Five9 ▪ Freshworks ▪ GitLab ▪ Guidewire Software ▪ HashiCorp ▪ Nutanix			▪ Procore Technologies ▪ Qualys ▪ Samsara ▪ SentinelOne ▪ Smartsheet ▪ Tenable Holdings


Named Executive Officer	Fiscal Year 2025 Salary (effective May 1, 2024)	Fiscal Year 2026 Salary (effective May 1, 2025)	Percentage Increase
Bipul Sinha	$575,000	$620,000	7.8%
Kiran Choudary	$365,000	$450,000	23.3%
Brian McCarthy	$550,000	$550,000	—
Arvind Nithrakashyap	$350,000	$415,000	18.6%


Named Executive Officer	Fiscal Year 2026 Target Annual Cash Bonus Award Opportunity (% of Base Salary)	Change in Target Annual Cash Bonus Award Opportunity Percentage from Fiscal Year 2025
Bipul Sinha	100%	—
Kiran Choudary	65% (1)	20 ppt
Brian McCarthy	100% (2)	—
Arvind Nithrakashyap	50%	—


Named Executive Officer	Fiscal Year 2026 Target Annual Bonus Opportunity ($) (1)	FY26 Bonus Program Payout Percentage	Fiscal Year 2026 Annual Cash Bonus Award ($)
Bipul Sinha	$609,027	100.0%	$609,027
Kiran Choudary	$282,692	100.0%	$282,692
Brian McCarthy	$550,000	100.0%	$550,000
Arvind Nithrakashyap	$199,575	100.0%	$199,575


Named Executive Officer	Intended Grant Value ($) (1)	Restricted Stock Units (#) (1)	Grant Date Fair Value ($)
Kiran Choudary	$13,000,000	201,707 (2)	$12,840,668
Brian McCarthy (3)	$11,000,000	170,675 (2)	$10,865,171
Arvind Nithrakashyap	$25,000,000	294,951 (4)	$26,424,660


Tranche	Number of Shares That May Be Earned	Target Stock Value (% of IPO Price)*	Target Stock Value ($)	Option Valuation Expiration Date	Target Stock Value Achieved as of FYE 2026?
1	666,667	134%	$42.88	April 24, 2029	Yes
2	666,667	168%	$53.76		Yes
3	666,667	202%	$64.64		Yes
4	666,667	236%	$75.52		Yes
5	666,667	270%	$86.40	April 24, 2031	Yes
6	666,667	303%	$96.96		—
7	666,667	337%	$107.84		—
8	666,667	371%	$118.72		—
9	1,333,332	506%	$161.92		—
10	1,333,332	759%	$242.88		—


Name		Year Ended January 31,	Salary ($)	Bonus ($)	Stock Awards ($)(1)		Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)		Total ($)
Bipul Sinha Chief Executive Officer		2026	608,750	—	—		—	609,027	585,958	(5)	1,803,735
		2025	475,000	488,750	—		138,968,009	—	86,849		140,018,608
		2024	375,000	28,125	—		—	103,125	114,244		620,494
Kiran Choudary Chief Financial Officer		2026	421,667	—	12,840,668		—	282,692	—		13,545,027
		2025	365,000	155,125	7,873,250		—	—	—		8,393,375
		2024	365,000	27,375	12,017,500		—	100,375	—		12,510,250
Brian McCarthy President, Global Sales and Field Operations		2026	550,000	—	38,407,564	(4)	—	550,000	18,122	(6)	39,525,686
		2025	550,000	—	7,157,500		—	509,196	—		8,216,696
		2024	550,000	15,000	9,286,250		—	440,053	11,654		10,302,957
Arvind Nithrakashyap Chief Technology Officer	(3)	2026	393,333	—	26,424,660		—	199,575	641,374	(7)	27,658,942


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)

Bipul Sinha	—	—	—	—
Kiran Choudary	43,000	3,107,310	196,377	14,286,277
Brian McCarthy	—	—	219,050	15,829,883
Arvind Nithrakashyap	—	—	217,803	16,510,879


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)				Estimated Future Payouts Under Equity Incentive Plan Awards (2)
Name	Award Type	Grant Date	Threshold ($)		Target ($)	Maximum ($)	Threshold (#)		Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)(2)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Bipul Sinha	Cash Incentive Bonus Plan	—	—		609,027	639,479	—		—	—	—	—
Kiran Choudary	RSU Award	3/30/2025	—		—	—	—		—	—	201,707	12,840,668
	Cash Incentive Bonus Plan	—	—		282,692	296,827	—		—	—	—	—
Brian McCarthy	RSU Award	3/30/2025	—		—	—	—		—	—	170,675	10,865,171
	PSU Award	1/31/2026	—		—	—	—		147,341	—		2,811,262
	RSU Award	1/31/2026	—		—	—	—		—	—	442,022	24,731,131
	Cash Incentive Bonus Plan	—	—		550,000	577,500	—		—	—	—	—
Arvind Nithrakashyap	RSU Award	6/30/2025	—		—	—	—		—	—	294,951	26,424,660
	Cash Incentive Bonus Plan	—	—		199,575	209,554	—		—	—	—	—


	Covered Termination Not in Connection with a Change in Control (1)				Covered Termination in Connection with a Change in Control (2)				Death or Disability, as applicable
Name	Cash Severance ($)	Continued Benefits ($)	Equity Acceleration ($)	Total ($)	Cash Severance ($)	Continued Benefits ($)	Equity Acceleration ($)	Total ($)	Equity Acceleration ($)
Bipul Sinha	—	—	15,967,345(5)	15,967,345	1,550,000(7)	42,114(4)	15,967,345(5)	17,559,459	15,967,345
Kiran Choudary	337,500(3)	32,434(4)	$3,000,000.(6)	3,369,934	$675,000(7)	32,434(4)	44,271,445(8)	44,978,879	—
Arvind Nithrakashyap	311,250(3)	42,114(4)	1,031,382(6)	1,384,746	$622,500(7)	42,114(4)	13,408,306(8)	14,072,920	—


									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO ($)(1&2)		Compensation Actually Paid to PEO ($)(1&3)		Average Summary Compensation Table Total for Non-PEO NEOs ($)(1&2)		Average Compensation Actually Paid to Non-PEO NEOs ($)(1&3)		Total Shareholder Return ($)(4)		Peer Group Total Shareholder Return ($)(4)	Net Income (millions) ($)(5)
(a)	(b)		(c)		(d)		(e)		(f)		(g)	(h)
2026	$	1,803,735	$	(26,103,301)	$	26,909,885	$	14,908,598	$	151.22	$156.37	($0.35)
2025	$	140,018,608	$	339,919,410	$	8,305,036	$	45,694,785	$	198.03	$124.47	($1.15)


Year	PEO	Non-PEO NEOs
2026	Bipul Sinha	Kiran Choudary, Brian McCarthy, Arvind Nithrakashyap
2025	Bipul Sinha	Kiran Choudary, Brian McCarthy


Reconciliation of Summary Compensation Table Total to Compensation Actually Paid	Fiscal Year 2026 (For PEO)		Fiscal Year 2025 (For PEO)				Fiscal Year 2026 (Average For Non-PEO NEOs)1		Fiscal Year 2025 (Average For Non-PEO NEOs)1
Summary Compensation Table Total	$	1,803,735	$	140,018,608			$	26,909,885	$	8,305,036
(Minus): Grant date fair value of option and stock awards granted in fiscal year	-		($138,968,009)				($27,701,786)		($7,515,375)
(Minus): Change in pension value	-		-				-		-
Plus: Pension service cost and associated prior service cost	-		-				-		-
Plus: Fair value at fiscal year-end of outstanding and unvested option and stock awards granted in fiscal year	-		$	293,656,070			$	20,074,320	$	19,233,375
Plus/(Minus): Change in fair value of outstanding and unvested option and stock awards granted in prior fiscal years	$	(45,293,709)	-				$	(6,413,815)	$	21,727,136
Plus: Fair value at vesting of option and stock awards granted in fiscal year that vested during fiscal year	-		$	29,083,884			$	2,273,006	-
Plus/(Minus): Change in fair value as of vesting date of option and stock awards granted in prior fiscal years for which applicable vesting conditions were satisfied during fiscal year	$	17,386,673	$	16,128,857			$	(233,012)	$	3,944,613
(Minus): Fair value as of the spin-off date of option and stock awards granted in prior fiscal years that failed to meet applicable vesting conditions during fiscal year	-		-				-		-
Plus: Value of dividends or other earnings paid on option and stock awards not otherwise reflected in total compensation	-		-				-		-
Compensation Actually Paid	$	(26,103,301)			$	339,919,410	$	14,908,598	$	45,694,785


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)	Weighted-average exercise price of outstanding options, warrants and rights (b) (2)	Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c) (3)
Equity compensation plans approved by security holders(4)	30,491,549	$29.2004	63,496,717
Equity compensation plans not approved by security holders	—	—	—
Total	30,491,549	—	63,496,717


	Class A Common Stock		Class B Common Stock		% of Total Voting Power†
Beneficial Owner	Shares	%	Shares	%
5% Stockholders
Entities affiliated with Lightspeed(1)			9,525,413	21.2	18.0

The Vanguard Group(2)	13,016,248	8.1			1.2
Arvind Jain			11,176,364	24.9	21.1
Named Executive Officers and Directors
Bipul Sinha(3)	56,652	*	14,068,144	29.5	25.2
Kiran Choudary(4)	383,364	*	36,450	*	*
Brian McCarthy	172,897	*			*
Arvind Nithrakashyap(5)	127,454	*	10,430,945	23.2	19.7
Asheem Chandna(6)	1,149,258	*			*
R. Scott Herren(7)	3,076	*	75,000	*	*
Mark D. McLaughlin(8)	12,963	*	71,228	*	*
Ravi Mhatre(9)	624,515	*			**
John W. Thompson(10)	26,477	*	998,285	2.2	1.9
Yvonne Wassenaar(11)	2,325	*	36,000	*	*
All executive officers and directors as a group (9 persons) (12)	2,386,084	1.5	25,716,052	53.7	46.2



By Order of the Board of Directors

/s/ Bipul Sinha
Bipul Sinha
Chief Executive Officer and Chairman
April 15, 2026

SEC Form DEF 14A filed by Rubrik Inc.