Initial Registration Statement for Employee Benefit Plan (Form S-8)

As filed with the Securities and Exchange Commission on March 19, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________________

Rubrik, Inc.

(Exact name of registrant as specified in its charter)

________________________

Delaware						46-4560494
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

(Address of principal executive offices, including zip code)

Rubrik, Inc. 2024 Equity Incentive Plan

Rubrik, Inc. 2024 Employee Stock Purchase Plan

(Full titles of the plans)

Bipul Sinha

Chief Executive Officer

Rubrik, Inc.

3495 Deer Creek Road

Palo Alto, California 94304

(844) 478-2745

(Name, address and telephone number, including area code, of agent for service)

________________________

Copies to:

Jon Avina Milson Yu Julia Boesch Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000						Peter McGoff Anne-Kathrin Lalendran Rubrik, Inc. 3495 Deer Creek Road Palo Alto, California 94304 (844) 478-2745

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Rubrik, Inc. (the "Registrant") is filing this Registration Statement with the Securities and Exchange Commission (the "Commission") to register (i) 10,112,107 additional shares of its Class A common stock under the Registrant's 2024 Equity Incentive Plan (the "2024 Plan"), pursuant to the provisions of the 2024 Plan providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2024 Plan on February 1, 2026, and (ii) 2,022,421 additional shares of its Class A common stock under the Registrant's 2024 Employee Stock Purchase Plan (the "2024 ESPP"), pursuant to the provisions of the 2024 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2024 ESPP on February 1, 2026. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

The Registrant previously registered shares of its common stock for issuance under the 2024 Plan and the 2024 ESPP on Registration Statements on Form S-8 filed with the Commission on April 25, 2024 (File No. 333-278922) and on March 20, 2025 (File No. 333-285965) (collectively, the "Prior Registration Statements"). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.

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PART II

Item 3. Incorporation of Certain Documents by Reference

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

			(a)			The Registrant's Annual Report on Form 10-K (the "Annual Report") for the fiscal year ended January 31, 2026, filed with the Commission on March 19, 2026.
			(b)			The Registrant's Current Report on Form 8-K (with respect to Item 5.02) filed with the Commission on February 4, 2026 (File No. 001-42028).
			(c)			The description of the Registrant's Class A common stock which is contained in the Registrant's Registration Statement on Form 8-A filed on April 22, 2024 (File No. 001-42028) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.2 of the Annual Report.
			(d)			All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits

Exhibit Number

Description

Incorporated by Reference

Filing Date

Schedule Form

File Number

Exhibit

4.1

Amended and Restated Certificate of Incorporation of Rubrik, Inc.

8-K

001-42028

3.1

4/29/2024

4.2

Amended and Restated Bylaws of Rubrik, Inc.

8-K

001-42028

3.2

4/29/2024

4.3

Form of Class A Common Stock Certificate of the Registrant.

S-1/A

333-278434

4.1

4/16/2024

5.1*

Opinion of Cooley LLP.

23.1*

Consent of Cooley LLP (included in Exhibit 5.1).

23.2*

Consent of KPMG LLP, independent registered public accounting firm.

24.1*

Power of Attorney (included on the signature page of this Form S-8).

99.1

2024 Equity Incentive Plan.

S-1/A

333-278434

10.3

4/16/2024

99.2

2024 Employee Stock Purchase Plan.

S-1/A

333-278434

10.5

4/16/2024

107*

Filing Fee Table.

_________________

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on March 19, 2026.

RUBRIK, INC.
By:						/s/ Bipul Sinha
						Bipul Sinha
						Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bipul Sinha, Kiran Choudary, and Peter McGoff, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Bipul Sinha

Chief Executive Officer and Chairperson (Principal Executive Officer)

March 19, 2026

Bipul Sinha

/s/ Kiran Choudary

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 19, 2026

Kiran Choudary

/s/ Asheem Chandna

Director

March 19, 2026

Asheem Chandna

/s/ R. Scott Herren

Director

March 19, 2026

R. Scott Herren

/s/ Mark D. McLaughlin

Director

March 19, 2026

Mark D. McLaughlin

/s/ Ravi Mhatre

Director

March 19, 2026

Ravi Mhatre

/s/ Arvind Nithrakashyap

Chief Technology Officer and Director

March 19, 2026

Arvind Nithrakashyap

/s/ John W. Thompson

Director

March 19, 2026

John W. Thompson

/s/ Yvonne Wassenaar

Director

March 19, 2026

Yvonne Wassenaar