Certificate of Incorporation/Bylaws - Form 8-K

Amendment and Restatement of Certificate of Incorporation

On April 29, 2024, Rubrik, Inc. (the "Company") filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of its initial public offering (the "IPO"). The Company's board of directors (the "Board") and the Company's stockholders previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

On April 29, 2024, the Company's amended and restated bylaws (the "Restated Bylaws") became effective in connection with the closing of the IPO. The Board and the Company's stockholders previously approved the Restated Bylaws to be effective immediately prior to the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Please see the description of the Restated Certificate and the Restated Bylaws in the section titled "Description of Capital Stock" in the final prospectus pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Company with the Securities and Exchange Commission on April 26, 2024, relating to the Company's Registration Statement on Form S-1,as amended (File No. 333-278434).