UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 24, 2025

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2025

RUBRIK, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	001-42028		46-4560494
Delaware (State or other jurisdiction of incorporation or organization)		001-42028(Commission File Number)		46-4560494(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
3495 Deer Creek Road, Palo Alto, California 94304
(Address of principal executive offices and zip code)
(844) 478-2745
(Registrant's telephone number, including area code)
		Not applicable
(Former name or former address, if changed since last report.)

		3495 Deer Creek Road Palo Alto, California		94304
		(Address of Principal Executive Offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (~~844~~17 CFR 230.425) ~~478~~☐ Soliciting material pursuant to Rule 14a-~~2745~~12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.000025 par value

RBRK

New York Stock Exchange

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.000025 par value		RBRK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 13.0102 ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Agreement~~Securities.

~~Indenture~~On June 24, 2025, Rubrik, Inc. (the “Company”) agreed to acquire Predibase, Inc. (“Predibase”). Following the acquisition, Predibase will be a wholly owned subsidiary of the Company. Predibase’s securityholders have the option to receive their consideration for the acquisition in cash or shares of the Company’s Class A common stock. At the signing of the acquisition, certain Predibase securityholders representing approximately 77% of the consideration for the acquisition elected to receive their consideration in shares of the Company’s Class A common stock, equal to 1,371,810 shares. Between approximately 77% and ~~Notes~~90% of the consideration for the acquisition will be payable in shares of the Company’s Class A common stock, based on the elections of the remaining Predibase securityholders. As a result, upon consummation of the acquisition, the Company expects to issue up to an additional 230,575 shares of its Class A common stock, subject to certain customary adjustments. Certain portions of the consideration for the acquisition (both cash and shares of the Company’s Class A common stock) will be held back by the Company to secure the indemnification obligations of certain Predibase securityholders. The issuance of shares pursuant to the merger agreement for the acquisition will be made solely to accredited investors, and thus in reliance on one or more exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act, and the exemption from qualification under applicable state securities laws.

OnItem ~~June 13, 2025, Rubrik, Inc~~5.07 ~~(the~~Submission ~~“Company”) completed its previously announced private offering (the “Offering”)~~ of ~~$1.15 billion~~Matters ~~aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the “Notes”), including the exercise in full of the initial purchasers’ option~~ to ~~purchase~~a upVote ~~to an additional $150.0 million principal amount~~ of ~~the~~Security ~~Notes~~Holders. ~~The Notes were issued pursuant to an indenture, dated June 13, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.~~

~~The~~On ~~Notes are general unsecured obligations of the Company and will mature on~~ June 1525, ~~2030~~2025, ~~unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and~~ the ~~principal~~Company ~~amount~~held ofits ~~the~~2025 ~~Notes~~Annual ~~will~~Meeting ~~not accrete. Special interest, if any, will be payable semiannually in arrears on June 15 and December 15~~ of ~~each~~Stockholders ~~year, beginning on December 15, 2025~~ (~~if and to~~ the ~~extent~~“Annual ~~that special interest is then payable on the Notes~~Meeting”). ~~The~~At ~~Notes are convertible at~~ the ~~option~~Annual ~~of the holders at any time prior to the close of business on the business day immediately preceding March 15~~Meeting, ~~2030, only upon satisfaction of one or more of~~ the ~~following~~Company’s ~~conditions:~~stockholders (1) ~~during~~ ~~any~~elected ~~fiscal~~each ~~quarter commencing after the fiscal quarter ending on October 31, 2025 (and only during such fiscal quarter), if the last reported sale price~~ of the Company’s ~~Class A~~nominees ~~common stock, par value $0.000025 per share (the “Common Stock”),~~ for atClass ~~least~~I 20director ~~trading~~and ~~days~~ (~~whether or not consecutive~~2) ~~during~~ratified athe ~~period~~appointment ofby ~~30 consecutive trading days ending on, and including,~~ the ~~last~~Audit ~~trading~~Committee ~~day~~ of the ~~immediately~~Board ~~preceding~~of ~~fiscal~~Directors ~~quarter is greater than or equal to 130%~~ of the ~~conversion~~Company ~~price for the Notes on each applicable trading day;~~ (~~2) during~~ the ~~five business day period after any ten consecutive trading day period (the~~ “~~measurement~~Audit ~~period~~Committee”) inof ~~which~~KPMG ~~the~~LLP ~~trading price (~~as ~~defined in~~ the ~~Indenture)~~Company’s ~~per~~independent ~~$1,000~~registered ~~principal~~public ~~amount~~accounting offirm ~~the Notes~~ for ~~each trading day of~~ the ~~measurement~~fiscal ~~period~~year ~~was~~ending ~~less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate for the Notes on each such trading day; (3)~~January ~~if the Company calls such Notes for redemption~~31, at2026. ~~any~~The ~~time~~final ~~prior~~results ~~to the close of business on the second scheduled trading day immediately preceding the redemption date, but only~~ with respect to ~~the~~each ~~Notes~~proposal ~~called~~are ~~(or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as~~ set forth ~~in the Indenture~~below. On or after March 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at their option at any time, regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

~~The~~Proposal ~~conversion~~One ~~rate~~– ~~for~~Election ~~the Notes will initially be 8.0155 shares~~ of Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $124.76 per share of Common Stock. The initial conversion price of the Notes represents a premium of approximately 42.5% to the last reported sale price of the Common Stock on The New York Stock Exchange on June 10, 2025. The conversion rate for the Notes is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption in respect of the Notes, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption during the related redemption period (as defined in the Indenture), as the case may be. Directors

The ~~Company~~stockholders ~~may~~elected ~~not~~each ~~redeem~~of the ~~Notes~~two ~~prior~~nominees tonamed ~~June 20,~~below ~~2028.~~as ~~The~~Class ~~Company~~I ~~may~~directors ~~redeem for cash all or any portion of the Notes (subject~~ to ~~the~~hold ~~partial~~office ~~redemption~~until ~~limitation set forth in~~ the ~~Indenture), at its option, on or after June 20,~~ 2028, ifannual ~~the~~meeting ~~last reported sale price~~ of ~~the~~stockholders Common Stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and ~~including,~~their ~~the~~successors ~~trading~~are ~~day~~duly ~~immediately~~elected ~~preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued~~ and ~~unpaid special interest~~qualified, ifor ~~any,~~until ~~to,~~their ~~but~~earlier ~~excluding~~death, ~~the~~resignation ~~redemption~~or ~~date~~removal. IfThe ~~the~~results ~~Company redeems less than all the outstanding Notes, at least $100.0 million aggregate principal amount~~ of ~~Notes~~such ~~must~~vote bewere: ~~outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant notice of redemption. No sinking fund is provided for the Notes.~~

If the Company undergoes a fundamental change (as defined in the Indenture), then, subject to certain conditions and except as set forth in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.


Nominee	For	Withheld	Broker Non-Votes
John W. Thompson	1,401,417,337	36,659,730	38,034,086
Yvonne Wassenaar	1,409,618,139	28,458,928	38,034,086

~~The~~Proposal ~~Indenture~~Two ~~includes~~– ~~customary~~Ratification ~~covenants and sets forth certain events~~ of ~~default~~Selection ~~after which the Notes may be declared immediately due and payable and sets forth certain types~~ of ~~bankruptcy~~Independent orRegistered ~~insolvency~~Public ~~events~~Accounting ~~of default involving the Company after which the Notes become automatically due and payable. The following events are considered “events of default” under the Indenture:~~ Firm

•The ~~default~~stockholders inratified ~~any~~the ~~payment~~appointment by the Audit Committee of ~~special~~KPMG ~~interest~~LLP onas ~~any~~the ~~Note~~Company’s ~~when~~independent ~~due~~registered ~~and~~public ~~payable~~accounting ~~and~~firm for the ~~default~~fiscal ~~continues~~year ~~for~~ending aJanuary 31, ~~period~~2026. The results of 30such ~~days;~~vote were:

• default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;


For	Against	Abstain
1,474,729,686	1,298,407	80,560

•Use ~~failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise~~ of aForward-Looking ~~holder’s conversion right and such failure continues for three business days;~~Statements

•This ~~failure~~Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the acquisition. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” or “can,” or the ~~Company~~negative of these terms, where applicable, and similar expressions intended to ~~give~~identify ~~(i)~~forward-looking astatements. ~~fundamental~~These ~~change~~risks ~~notice~~and oruncertainties ~~notice~~include, without limitation, risks and uncertainties related to the acquisition and the consummation of athe ~~make~~acquisition. Additional risks and uncertainties that could cause actual outcomes to differ materially from those contemplated by the forward-~~whole~~looking ~~fundamental~~statements ~~change~~are ~~(each~~included asunder ~~described~~the caption “Risk Factors” and elsewhere in our most recent filings with the ~~Indenture)~~Securities and Exchange Commission, including in ~~either~~our ~~case~~Quarterly ~~when~~Report ~~due~~on ~~and~~Form ~~such~~10-Q ~~failure~~for ~~continues~~the ~~for~~quarter ~~two~~ended ~~business~~April ~~days~~30, or2025. ~~(ii)~~Forward-looking ~~notice~~statements speak only as of athe ~~specified~~date ~~corporate~~the ~~transaction~~statements ~~(as~~are ~~described~~made inand are based on information available to the ~~Indenture)~~Company ~~when~~at ~~due~~the time those statements are made and/or ~~such~~management’s ~~failure~~good ~~continues~~faith ~~for~~belief ~~one~~as ~~business~~of ~~day;~~that time with respect to future events. The Company assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

• failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;

• failure by the Company to comply with any of the Company’s other agreements in the Notes or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

• default by the Company or any of its significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $150,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any such significant subsidiary, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and

• certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries.

If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid special interest, if any, on, all of the then outstanding Notes shall automatically become due and payable. If an event of default, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may declare 100% of

the principal of, and accrued and unpaid special interest, if any, on all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive special interest on the Notes.

The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.

A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

Capped Call Transactions

On June 10, 2025, in connection with the pricing of the Notes, and on June 11, 2025, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into capped call transactions with certain affiliates of certain initial purchasers and other financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document). The capped call transactions are generally expected to reduce the potential dilution to the Common Stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $175.10 per share (which represents a premium of 100% over the last reported sale price of the Common Stock of $87.55 per share on The New York Stock Exchange on June 10, 2025), and is subject to certain adjustments under the terms of the capped call transactions.

Proceeds

The Company’s net proceeds from the Offering were approximately $1.13 billion, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by the Company. The Company used a portion of the net proceeds from the Offering: to pay the approximately $88.6 million cost of the capped call transactions described above and to repay in full the $327.9 principal amount of outstanding loans under and terminate its credit agreement, dated August 17, 2023, as amended, by and between the Company and Goldman Sachs BDC, Inc., as agent for the lenders from time to time thereto (the “Credit Agreement”). The Company expects to use the remaining net proceeds from the Offering for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses and capital expenditures. The Credit Agreement was terminated effective June 13, 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated June 10, 2025 by and among the Company and the initial purchasers.

The Notes and the shares of Common Stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

To the extent that any shares of Common Stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of Common Stock. Initially, a maximum of 13,135,300 shares of Common Stock may be issued upon conversion of the Notes based on the initial maximum conversion rate of 11.4220 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01 Other Events.

On June 10, 2025, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On June 10, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding, the Offering and the Company’s expectations regarding the use of net proceeds from the Offering. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s plans to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to, market risks, trends and conditions, and those risks described in the Company’s filings with the SEC from time to time, particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including the Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2025. Copies of these documents may be obtained by visiting the SEC’s website at www.sec.gov. These forward-looking statements represent the Company’s estimates and assumptions only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to update such forward-looking statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
4.1		Indenture, dated as of June 13, 2025, by and between Rubrik, Inc. and U.S. Bank Trust Company, National Association, as Trustee
4.2		Form of Global Note, representing Rubrik, Inc.’s 0.00% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4.1)
10.1		Form of Confirmation for Capped Call Transactions
99.1		Press release entitled “Rubrik, Inc. Announces Proposed Convertible Senior Notes Offering,” dated June 10, 2025
99.2		Press release entitled “Rubrik Announces Pricing of Offering of $1.0 Billion of Convertible Senior Notes,” dated June 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 27, 2025

Rubrik, Inc.

By:

/s/ Kiran Choudary

Name:

Kiran Choudary

Title:

Chief Financial Officer

Rubrik, Inc.

Dated: June 13, 2025

/s/ Kiran Choudary

Kiran Choudary

Chief Financial Officer

Filing Compare · Rubrik, Inc.