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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2025
or
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________to ________
Commission File Number: 001-42028

_________________________

RUBRIK, INC.

(Exact name of registrant as specified in its charter)

_________________________


Delaware (State or other jurisdiction of incorporation or organization)						46-4560494 (I.R.S. 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)

_________________________

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

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 30, 2025, Rubrik Inc. had 151,894,462 shares of Class A common stock outstanding, and 48,247,083 shares of Class B common stock outstanding.

Table of Contents

Rubrik, Inc.

FORM 10-Q

For the Fiscal Quarter Ended October 31, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Loss	7
	Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit	8
	Condensed Consolidated Statements of Cash Flows	11
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90
Item 3.	Defaults Upon Senior Securities	90
Item 4.	Mine Safety Disclosures	90
Item 5.	Other Information	90
Item 6.	Exhibits	92
	Signatures	93

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future financial condition or results of operations, business strategy and plans, and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, and other results of operations, including our key metrics;

•the growth rate of the market in which we compete;

•our business plan and our ability to effectively manage our growth and associated investments;

•anticipated trends, growth rates, and challenges in our business and in the markets in which we operate;

•our ability to achieve or sustain our profitability;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•the costs and success of our marketing efforts and our ability to promote our brand;

•our ability to increase sales of our products;

•our ability to acquire new customers and successfully retain and expand platform usage with existing customers;

•our ability and expectations to continue to innovate and enhance our platform;

•our ability to operate our business under evolving macroeconomic conditions, such as high inflation, bank failures and related uncertainties, or recessionary or uncertain environments;

•our ability to compete effectively with existing competitors and new market entrants;

•our ability to introduce new products on top of our platform; and

•our expectations regarding our convertible senior notes due June 2030, including the expected use of proceeds we received and our ability to meet the requirements of the notes.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Risk Factors Summary

Below is a summary of the principal factors that make an investment in our Class A common stock speculative or risky:

•Our recent rapid growth may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects.

•If the market for data security solutions does not grow, our ability to grow our business and our results of operations may be adversely affected.

•We have a limited operating history, particularly with respect to our offering of Rubrik Security Cloud, which makes it difficult to forecast our future results of operations.

•If we are unable to attract new customers, our future results of operations could be harmed.

•We have a history of operating losses and may not achieve or sustain profitability in the future.

•If our customers do not renew their subscriptions for our platform and data security products or expand their subscriptions to increase the amount of data secured, secure new applications, or include new features or capabilities, our results of operations could be harmed.

•If our data security solutions fail or do not perform as intended or are perceived to have defects, errors, or vulnerabilities, our brand and reputation will be harmed, which would adversely affect our business and results of operations.

•Our information technology systems or data, or those of third parties with whom we work, have in the past been, and may in the future be, compromised, which may cause us to experience significant adverse consequences, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits, loss of customers or sales, and other adverse consequences. As a data security company, we have been and may in the future be specifically targeted by various threat actors who try to compromise our information technology systems or data.

•Our use of generative and other artificial intelligence tools may pose risks to our business and operations, including our proprietary software and systems, and may subject us to legal liability.

•We expect our revenue mix and certain business factors to impact the amount of revenue recognized period-to-period, which could make period-to-period revenue comparisons not meaningful and make revenue difficult to predict.

•We rely upon third-party cloud providers to host our data security solutions, and any disruption of, or interference with, our use of third-party cloud products would adversely affect our business, financial condition, and results of operations.

•We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition, and results of operations could be harmed.

•The markets in which we participate are competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

•Our estimates of market opportunity, forecasts of market growth, and potential return on investment may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

•The dual class structure of our common stock has the effect of concentrating voting control with the holders of our Class B common stock, including our executive officers, employees, and directors and their affiliates, and limiting your ability to influence corporate matters, which could adversely affect the trading price of our Class A common stock.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Rubrik, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value amounts)

(unaudited)


	October 31,		January 31,
	2025		2025
Assets
Current assets
Cash and cash equivalents	$	307,100	$	186,331
Short-term investments	1,295,907		518,813
Accounts receivable, net of allowances of $569 and $499	219,687		177,627
Deferred commissions	100,820		91,919
Prepaid expenses and other current assets	143,183		102,951
Total current assets	2,066,697		1,077,641
Property and equipment, net	66,989		53,194
Deferred commissions, noncurrent	133,624		132,465
Goodwill	199,606		100,343
Other assets, noncurrent	81,739		59,331
Total assets	$	2,548,655	$	1,422,974
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable	$	11,857	$	10,439
Accrued expenses and other current liabilities	182,820		162,602
Deferred revenue	968,167		777,135
Total current liabilities	1,162,844		950,176
Deferred revenue, noncurrent	718,380		642,370
Other liabilities, noncurrent	62,213		61,821
Convertible senior notes, net	1,129,627		—
Debt, noncurrent	—		322,341
Total liabilities	3,073,064		1,976,708
Commitments and contingencies (Note 9)
Stockholders’ deficit
Preferred stock, $0.000025 par value – 20,000,000 shares authorized as of October 31, 2025 and January 31, 2025; zero shares issued and outstanding as of October 31, 2025 and January 31, 2025	—		—
Class A common stock, $0.000025 par value – 1,070,000,000 shares authorized as of October 31, 2025 and January 31, 2025; 151,877,278 and 101,981,023 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively	4		3
Class B common stock, $0.000025 par value – 210,000,000 shares authorized as of October 31, 2025 and January 31, 2025; 48,256,092 and 87,785,767 shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively	1		2
Additional paid-in capital	2,574,825		2,291,829
Accumulated other comprehensive loss	(44)		(8,235)
Accumulated deficit	(3,099,195)		(2,837,333)
Total stockholders’ deficit	(524,409)		(553,734)
Total liabilities and stockholders’ deficit	$	2,548,655	$	1,422,974

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Q3 2026 Form 10-Q

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Rubrik, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Revenue
Subscription	$	336,390	$	221,511	$	899,008	$	585,021
Maintenance	1,508		4,342		5,798		15,027
Other	12,268		10,325		33,701		28,396
Total revenue	350,166		236,178		938,507		628,444

Cost of revenue
Subscription	59,842		46,486		167,778		166,006
Maintenance	187		824		983		5,473
Other	8,108		8,836		23,418		35,814
Total cost of revenue	68,137		56,146		192,179		207,293

Gross profit	282,029		180,032		746,328		421,151
Operating expenses
Research and development	97,581		80,050		271,503		451,657
Sales and marketing	193,151		158,907		545,129		706,163
General and administrative	66,780		65,862		192,733		281,248
Total operating expenses	357,512		304,819		1,009,365		1,439,068

Loss from operations	(75,483)		(124,787)		(263,037)		(1,017,917)
Interest income	16,591		7,468		36,480		17,688
Interest expense	(1,080)		(10,310)		(16,134)		(31,179)
Loss on debt extinguishment	—		—		(6,653)		—
Other income (expense), net	(965)		(1,333)		(6,515)		(3,406)
Loss before income taxes	(60,937)		(128,962)		(255,859)		(1,034,814)
Income tax expense	2,892		1,948		6,003		5,117
Net loss	$	(63,829)	$	(130,910)	$	(261,862)	$	(1,039,931)
Net loss per share, basic and diluted	$	(0.32)	$	(0.71)	$	(1.34)	$	(7.27)
Weighted-average shares used in computing net loss per share, basic and diluted	198,379		183,590		195,001		142,985

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Rubrik, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Net loss	$	(63,829)	$	(130,910)	$	(261,862)	$	(1,039,931)
Foreign currency translation adjustment, net of tax	(393)		501		6,551		898
Unrealized gain (loss) on available-for-sale securities, net of tax	2,929		321		1,640		525
Total other comprehensive income (loss), net of tax	2,536		822		8,191		1,423
Comprehensive income (loss)	$	(61,293)	$	(130,088)	$	(253,671)	$	(1,038,508)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Rubrik, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(in thousands, except share amounts)

(unaudited)


	Three Months Ended October 31, 2025
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' deficit
	Shares	Amount
Balances as of July 31, 2025	197,389,456	$	5	$	2,473,597	$	(2,580)	$	(3,035,366)	$	(564,344)
Issuance of common stock upon exercise of stock options	72,501	—		486		—		—		486
Issuance of common stock upon settlement of restricted stock units	2,158,880	—		—		—		—		—
Issuance of common stock under employee stock purchase plan	512,854	—		15,494		—		—		15,494
Forfeiture of common stock related to business combination	(321)	—		—		—		—		—

Stock-based compensation	—	—		85,248		—		—		85,248
Other comprehensive income (loss)	—	—		—		2,536		—		2,536
Net loss	—	—		—		—		(63,829)		(63,829)
Balances as of October 31, 2025	200,133,370	$	5	$	2,574,825	$	(44)	$	(3,099,195)	$	(524,409)


		Three Months Ended October 31, 2024
	Common stock		Additional paid-in capital			Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' deficit
		Shares			Amount
Balances as of July 31, 2024		181,422,818	$	4		$	2,093,874	$	(1,638)	$	(2,591,534)	$	(499,294)

Issuance of common stock upon exercise of stock options		487,997	—			2,877		—		—		2,877
Issuance of common stock upon settlement of restricted stock units		2,877,093	—			—		—		—		—
Issuance of common stock under employee stock purchase plan		406,769	—			11,064		—		—		11,064
Stock-based compensation		—	—			94,354		—		—		94,354
Other comprehensive income (loss)		—	—			—		822		—		822
Net loss		—	—			—		—		(130,910)		(130,910)
Balances as of October 31, 2024		185,194,677	$	4		$	2,202,169	$	(816)	$	(2,722,444)	$	(521,087)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Rubrik, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

(in thousands, except share amounts)

(unaudited)


	Nine Months Ended October 31, 2025
	Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' deficit
	Shares	Amount
Balances as of January 31, 2025	189,766,790	$	5	$	2,291,829	$	(8,235)	$	(2,837,333)	$	(553,734)
Issuance of common stock upon exercise of stock options	510,383	—		3,594		—		—		3,594
Issuance of common stock upon settlement of restricted stock units	7,386,523	—		—		—		—		—
Issuance of common stock under employee stock purchase plan	1,007,780	—		28,986		—		—		28,986
Issuance of common stock for business combination, net of settlement for tax withholding and forfeiture	1,461,894	—		88,233		—		—		88,233
Purchase of capped calls related to convertible senior notes	—	—		(88,550)		—		—		(88,550)
Stock-based compensation	—	—		250,733		—		—		250,733
Other comprehensive income (loss)	—	—		—		8,191		—		8,191
Net loss	—	—		—		—		(261,862)		(261,862)
Balances as of October 31, 2025	200,133,370	$	5	$	2,574,825	$	(44)	$	(3,099,195)	$	(524,409)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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	Nine Months Ended October 31, 2024
	Redeemable convertible preferred stock			Common stock			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' deficit
	Shares	Amount		Shares	Amount
Balances as of January 31, 2024	74,182,559	$	714,713	61,262,729	$	1	$	265,494	$	(2,239)	$	(1,682,513)	$	(1,419,257)
Conversion of redeemable convertible preferred stock and founder stock to common stock upon initial public offering	(74,182,559)	(714,713)		74,182,559	2		714,711		—		—		714,713
Issuance of common stock upon initial public offering and underwriters' exercise of over-allotment option, net of underwriting discounts and commissions, and offering costs	—	—		26,972,252	1		805,134		—		—		805,135
Issuance of common stock upon exercise of stock options	—	—		1,168,397	—		6,595		—		—		6,595
Issuance of common stock upon settlement of restricted stock units	—	—		21,201,971	—		(432,512)		—		—		(432,512)
Issuance of common stock under employee stock purchase plan	—	—		406,769	—		11,064		—		—		11,064
Stock-based compensation	—	—		—	—		831,683		—		—		831,683
Other comprehensive income (loss)	—	—		—	—		—		1,423		—		1,423
Net loss	—	—		—	—		—		—		(1,039,931)		(1,039,931)
Balances as of October 31, 2024	—	$	—	185,194,677	$	4	$	2,202,169	$	(816)	$	(2,722,444)	$	(521,087)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Rubrik, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended October 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(261,862)	$	(1,039,931)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	26,423		21,542
Stock-based compensation	244,464		827,875
Amortization of deferred commissions	79,344		66,372
Non-cash interest	—		29,127
Loss on debt extinguishment	6,653		—
Deferred income taxes	2,591		1,527
Other	(1,462)		(4,670)
Changes in operating assets and liabilities:
Accounts receivable	(42,700)		(14,312)
Deferred commissions	(89,404)		(90,428)
Prepaid expenses and other assets	(59,748)		(14,291)
Accounts payable	1,387		3,888
Accrued expenses and other liabilities	17,135		950
Deferred revenue	267,042		176,982
Net cash provided by (used in) operating activities	189,863		(35,369)
Cash flows from investing activities:
Purchases of property and equipment	(11,087)		(11,296)
Capitalized internal-use software	(11,004)		(6,902)
Purchases of investments	(1,289,391)		(641,292)
Sale of investments	—		27,978
Maturities of investments	520,913		243,912
Payments for business combinations, net of cash acquired	(20,903)		—
Net cash used in investing activities	(811,472)		(387,600)
Cash flows from financing activities:
Proceeds from initial public offering and underwriters' exercise of over-allotment option, net of underwriting discounts and commissions	—		815,209
Taxes paid related to net share settlement of equity awards	(6,339)		(432,512)
Proceeds from exercise of stock options	3,589		6,592
Proceeds from issuance of common stock under employee stock purchase plan	28,986		11,064
Payments for deferred offering costs, net	—		(3,545)
Proceeds from issuance of convertible senior notes, net of discount	1,129,875		—
Repayment of debt and related costs	(329,646)		—
Payments for debt discount costs	—		(475)
Payments for debt issuance costs	(1,903)		(233)
Purchase of capped calls related to convertible senior notes	(88,550)		—
Net cash provided by financing activities	736,012		396,100
Effect of exchange rate on cash, cash equivalents, and restricted cash	6,550		898
Net increase (decrease) in cash, cash equivalents, and restricted cash	120,953		(25,971)
Cash, cash equivalents, and restricted cash, beginning of period	193,594		137,059
Cash, cash equivalents, and restricted cash, end of period	$	314,547	$	111,088
Supplemental cash flow information:
Cash paid for income taxes, net of refunds	$	7,685	$	8,769
Cash paid for interest	11,807		5,247
Non-cash investing and financing activities:
Transfers of inventory to property and equipment	$	—	$	102
Property and equipment received, included in payables and accrued but not paid	$	1,004	$	537
Stock-based compensation capitalized in internal-use software	$	6,165	$	3,602


Fair value of common stock issued as consideration for business combination	$	93,849	$	—

Unpaid taxes related to business combination included in accrued expenses and other current liabilities	$	356	$	—
Acquisition holdback accrued not paid in accrued expenses and other current liabilities	$	760	$	—
Leasehold improvements funded directly by lessor included in property and equipment, net	$	885	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Rubrik, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1 – Description of Business

Rubrik, Inc. (“Rubrik” or the “Company”) is a Security and artificial intelligence ("AI") company that operates at the intersection of data protection, cyber resilience and enterprise AI acceleration. Rubrik's primary offering is the Rubrik Security Cloud platform, which is designed to deliver robust cyber resilience and recovery, including identity resilience to ensure continuous business operation, all on top of secure metadata and data lake. The Company was incorporated in December 2013 as ScaleData, Inc., a Delaware corporation, and changed its name to Rubrik, Inc. in October 2014. The Company is headquartered in Palo Alto, California.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Fiscal Year

The Company's fiscal year ends on January 31. For example, references to fiscal 2026 and 2025 refer to the fiscal year ending January 31, 2026 and 2025, respectively.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the SEC on March 20, 2025 (the “Annual Report”).

The unaudited condensed consolidated financial statements and notes include the Company and its wholly-owned subsidiaries and reflect all adjustments that, in the opinion of management, are necessary for a fair presentation of the periods presented. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, the estimation of standalone selling prices for performance obligations, the estimation of material rights, the application of a portfolio approach for capitalization of deferred commissions, the determination of the period of benefit for deferred commissions, the determination of fair value of the Company’s common stock prior to its initial public offering ("IPO") in April 2024, the valuation of stock-based awards, the valuation and assessment of recoverability of intangible assets and their estimated useful lives, the assessment of goodwill impairment, the incremental borrowing rate used to value operating lease liabilities, the valuation of deferred income tax assets and uncertain tax positions, and contingencies. Management evaluates these estimates and assumptions on an ongoing basis using historical experience and other factors and makes adjustments when facts and circumstances dictate. Actual results could differ materially from these estimates.

Significant Accounting Policies

There have been no significant changes to the Company’s significant accounting policies disclosed in “Note 2 – Basis of Presentation and Summary of Significant Accounting Policies” of the Company’s Annual Report, except as noted below.

Revenue Recognition

The Company generates revenue primarily from the sale of subscriptions and typically invoices customers at the inception of the contract. The Company’s contracts with customers have a typical stated duration ranging from one to five years, with the majority of contracts having a stated duration of three years. The Company’s contracts with customers are generally non-cancelable and non-refundable. The Company primarily sells products and services to end users through distributors and resellers (“Channel Partners”). Channel Partners are the Company’s customers. The Company offers rebates to its Channel Partners calculated as a fixed percentage of the total selling price of a revenue contract. The Company accounts for rebates as consideration payable to a customer and records the amounts as a reduction to revenue.

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Q3 2026 Form 10-Q

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The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, the Company satisfies a performance obligation.

Payment terms of the Company’s contracts range from 30 days to 60 days after fulfillment or service commencement date, except for certain contracts, which are billed in installments over the contract term.

The Company determines its transaction price based on the expected amount it is entitled to receive in exchange for transferring promised products and services to the customer.

The Company’s contracts with customers can include multiple products and services. The Company determines performance obligations in a customer contract by assessing whether products and services are capable of being distinct and distinct in the context of the contract, including customer options that are determined to be material rights. The transaction price is allocated to the separate performance obligations based on the relative standalone selling price basis. The standalone selling price is determined based on the price at which the performance obligation either is sold separately or, if not observable through past transactions, is estimated taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. For performance obligations that are not sold separately, standalone selling price is determined based on observable inputs, overall pricing trends, market conditions and other factors, such as the price charged by the Company’s competitors for similar products and services with any necessary or appropriate adjustments.

Subscription revenue

Subscription revenue consists of software-as-a-service (“SaaS”) subscriptions and subscription term-based licenses with related support services.

SaaS subscriptions include standalone sales of SaaS subscription products as well as sales of Rubrik Security Cloud (“RSC”). RSC is a fully-hosted subscription in the case of protection of cloud, SaaS, unstructured data, and identity providers. When RSC is securing enterprise applications, it is a hybrid cloud subscription which includes software hosted from the cloud (as a service) and on-premise software licenses. RSC is accounted for as a single performance obligation because the software hosted from the cloud (as a service) and the on-premise software licenses are not separately identifiable and serve together to fulfill the Company’s promise to RSC customers, which is to provide a single, unified data security solution. The Company’s subscription capabilities are primarily sold as editions which bundle multiple products and include the Foundation Edition, Business Edition, Enterprise Edition, and Enterprise Proactive Edition. Subscription revenue related to SaaS is recognized ratably over the subscription period.

Subscription term-based licenses provide customers with a right to use the software for a fixed term commencing upon delivery of the license to the customers. Support services are bundled with each subscription term-based license for the term of the subscription. Subscription revenue related to subscription term-based licenses includes upfront revenue recognized at the later of the start date of the subscription term-based license and the date when the subscription term-based license is delivered. The remainder of the revenue is recognized ratably over the subscription period for support services, commencing on the date the service is made available to customers. The Company does not recognize software revenue related to the renewal of subscription term-based licenses earlier than the beginning of the related renewal period. The Company also sells Rubrik-branded commodity servers ("Rubrik-branded Appliances") support which is recognized ratably over the support period.

Maintenance revenue

Other revenue

Other revenue represents fees earned from the sale of Rubrik-branded Appliances and professional services.

The Company has determined the Rubrik-branded Appliances and software licenses are separate performance obligations because the Rubrik-branded Appliances and software licenses are not highly interdependent or interrelated and the customer can benefit from the Rubrik-branded Appliances and software licenses separately. The Company does not customize its software licenses and installation services are not required for the software to function.

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Rubrik-branded Appliance revenue is recognized when shipped to the customer. The Company’s shipping term is free on board shipping point, which means the control of the Rubrik-branded Appliance is transferred to customers upon shipment. When the Company sells software licenses with Rubrik-branded Appliances, revenue related to both the Rubrik-branded Appliances and software licenses are recognized at the same time.

Revenue related to professional services is typically recognized as the services are performed.

Amounts billed to customers for shipping and handling costs are classified as other revenue, and the Company’s shipping and handling costs are classified as other cost of revenue.

Judgments

The Company identifies performance obligations in a customer contract by assessing whether products and services are capable of being distinct and distinct in the context of the contract. The determination of the performance obligations for RSC when offered as a hybrid cloud subscription requires significant judgment due to the ongoing interaction between the software hosted from the cloud (as a service) and the on-premise software licenses. The Company has concluded that the software hosted from the cloud (as a service) and software licenses are not distinct from each other in the context of the contract such that revenue from the combined offering should be recognized ratably over the subscription period for which the software hosted from the cloud (as a service) is provided. In reaching this conclusion, the Company considered the nature of its promise to customers with a RSC hybrid cloud subscription, which is to provide a single, unified data security solution that operates seamlessly across multiple data sources and teams, and to give customers the ability to manage all their data sources consistently and/or in a manner they dictate. The Company only fulfills this multi-faceted promise by providing access to an integrated solution comprised of both cloud-based and on-premise software. The cloud-based software and on-premise software work together to provide features and functionalities necessary to fulfill that promise, which neither the software hosted from the cloud (as a service) nor the software licenses could provide on their own or together with third-party resources.

The Company had offered subscription credits for RSC to qualified customers with Refresh Rights (as defined below) in exchange for relinquishing their existing rights to next-generation Rubrik-branded Appliances at no cost (“Refresh Rights”). These are customer options that are accounted for as material rights.

The Company’s contracts with customers may include customer options that are material rights. The determination of the likelihood of customers exercising their options requires significant judgment. Management estimates the likelihood of customers exercising their options by taking into account available information such as the number and timing of options exercised or forfeited, and considers other factors such as customer churn that may impact the options that have yet to be exercised or forfeited. Depending on the type of customer option exercised, the amount of consideration allocated to the material rights will be recognized into revenue at a point in time or over time beginning on the date the customer accepts the option. Deferred revenue associated with customer options that are subsequently forfeited will be released into revenue at the time the options are forfeited.

Timing of revenue recognition (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Subscription revenue
Products and services transferred over time	$	300,520	$	200,102	$	817,940	$	534,283
Products and services transferred at a point in time	35,870		21,409		81,068		50,738
Maintenance revenue
Products and services transferred over time	1,508		4,342		5,798		15,027
Other revenue
Products and services transferred over time	9,834		7,530		27,807		22,025
Products and services transferred at a point in time	2,434		2,795		5,894		6,371
Total revenue	$	350,166	$	236,178	$	938,507	$	628,444

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Q3 2026 Form 10-Q

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Contract assets

The Company invoices its customers in accordance with contractual billing terms established in each contract. As the Company performs under customer contracts, its right to consideration that is unconditional is classified as accounts receivable. If the Company’s right to consideration for such performance is contingent upon a future event or satisfaction of additional performance obligations, the amount of revenue the Company has recognized in excess of the amount it has billed to the customer is classified as a contract asset. Contract assets are included in prepaid expenses and other current assets and other assets, noncurrent in the unaudited condensed consolidated balance sheets. There were $10.3 million and $8.5 million of contract assets as of October 31, 2025 and January 31, 2025, respectively. The current and noncurrent contract assets balances as of October 31, 2025 were $4.4 million and $5.9 million, respectively, and as of January 31, 2025 were $4.5 million and $4.0 million, respectively.

Deferred revenue

Deferred revenue, which are contract liabilities, are amounts received or due from customers in advance of the Company’s performance. The current portion of deferred revenue represents the amount that is expected to be recognized as revenue within one year of the unaudited condensed consolidated balance sheet date. The Company invoices customers upfront for the majority of contracts, and the increase in the Company’s deferred revenue corresponds to an increase in revenue contracts that include SaaS and support in which the Company satisfies its performance obligations typically over the contractual service period. During the three and nine months ended October 31, 2025, the Company recognized revenue of approximately $299.3 million and $661.0 million, respectively, pertaining to amounts deferred as of July 31, 2025 and January 31, 2025, respectively. During the three and nine months ended October 31, 2024, the Company recognized revenue of approximately $192.4 million and $419.2 million, respectively, pertaining to amounts deferred as of July 31, 2024 and January 31, 2024, respectively.

Transaction price allocated to the remaining performance obligations

Transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue for contracts that have been invoiced and will be recognized as revenue in future periods.

As of October 31, 2025, total remaining non-cancellable performance obligations under the Company’s contracts with customers was approximately $2.13 billion. The Company expects to recognize approximately 53% of this amount as revenue over the next 12 months, with the remaining balance to be recognized as revenue thereafter.

Concentration of Risk

Credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, and accounts receivable. Cash and cash equivalents and short-term investments are primarily held in three financial institutions and, at times, may exceed federally insured limits. The Company grants credit to customers in a wide variety of industries worldwide and generally does not require collateral. The Company has not experienced any material credit losses as of October 31, 2025.

Concentration of revenue and accounts receivable

The following customers individually accounted for 10% or more of total revenue or 10% or more of accounts receivable, net:


	Revenue				Accounts Receivable, Net
	Three Months Ended October 31,		Nine Months Ended October 31,		October 31,	January 31,
	2025	2024	2025	2024	2025	2025
Partner A	27%	28%	28%	29%	28%	33%
Partner B	31%	33%	32%	34%	23%	20%
Partner C	*	10%	*	10%	10%	14%



* Less than 10%

Vendor risk

The Company uses third-party vendors for delivering its SaaS. While these services are highly available and designed to be resilient to failure of infrastructure, the Company’s services could be significantly impacted if the third-party vendors’ services experience certain types of interruptions.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

The Company relies on a limited number of suppliers for its contract manufacturing and certain raw material components. In instances where suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or satisfactorily deliver its products to its customers on time.

Convertible Senior Notes

In June 2025, the Company issued $1.15 billion aggregate principal amount of 0.00% convertible senior notes due June 2030 (the “Convertible Notes”), which are recorded at their carrying value on the unaudited condensed consolidated balance sheets. The Convertible Notes will be classified as long-term liabilities until they are scheduled to mature within one year of the balance sheet date or become repayable within one year of the balance sheet date. Debt discount and issuance costs in connection with the issuance of the Convertible Notes are recorded as a reduction to the Convertibles Notes and are amortized as interest expense using the effective interest rate method over the contractual term of the Convertible Notes. The amortized debt discount and issuance costs are included within interest expense on the unaudited condensed consolidated statements of operations. The Company evaluates conversion features to determine if they are required to be accounted for separately as embedded derivatives.

Recently Announced Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires entities to provide consistent categories and greater disaggregation of information in the rate reconciliation as well as income tax paid disaggregated by jurisdiction to improve the transparency of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is assessing the impact of adopting this standard.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires entities to provide disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, on either a prospective or retrospective basis, with early adoption permitted. The Company is assessing the timing and impact of adopting this standard.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers. ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods and should be applied prospectively, with early adoption permitted. The Company is assessing the impact of adopting this standard.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods and can be applied prospectively, retrospectively, or with a modified transition approach, with early adoption permitted. The Company is assessing the impact of adopting this standard.

Note 3 – Revenue by Geography

The geographic regions are the Americas, EMEA (Europe, the Middle East, and Africa) and APAC (Asia Pacific). The following table sets forth revenue by geographic area based on ship to address (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Americas	$	255,658	$	169,350	$	683,713	$	450,785
EMEA	80,686		56,620		218,483		152,710
APAC	13,822		10,208		36,311		24,949
Total revenue	$	350,166	$	236,178	$	938,507	$	628,444

For the three months ended October 31, 2025 and 2024, United States accounted for $245.9 million and $163.6 million, respectively, or 70% and 69%, respectively, of consolidated total revenue. For the nine months ended October 31, 2025 and 2024, United States accounted for $657.8 million and $434.1 million, respectively, or 70% and 69%, respectively, of consolidated total revenue.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Note 4 – Business Combinations

In July 2025, the Company acquired all outstanding stock of Predibase, Inc. (“Predibase”), a developer platform specializing in the operationalization of open-source AI models. The acquisition of Predibase is expected to allow the Company to accelerate agentic AI adoption from pilot to production at scale.

The Company accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $109.1 million, consisting of $14.5 million in cash consideration and $94.6 million issued in shares of the Company's Class A common stock valued at $88.11 per share based on the closing stock price of the Company's Class A common stock on July 18, 2025. The Company also issued 0.5 million shares of restricted stock to certain Predibase employees, including the two founders, with an aggregate fair value of $40.4 million determined based on the closing stock price of the Company's Class A common stock on July 18, 2025. These amounts are subject to vesting and continued employment. The fair value of the restricted stock will be recognized as stock-based compensation expense over the requisite service period of three years.

The Company recorded $11.0 million as an acquired developed technology intangible asset with an estimated useful life of 2 years and $92.9 million of goodwill which is primarily attributed to assembled workforce and expected synergies arising from enhanced efficiency in the integration of Predibase’s technology with the Company’s technology. The goodwill is not deductible for tax purposes. The remaining assets acquired and liabilities assumed on the acquisition date were not material.

During the three months ended April 30, 2025, the Company completed an immaterial acquisition for aggregate purchase consideration of $2.0 million and accounted for it as a business combination from the date of acquisition. $0.7 million of the purchase consideration was allocated to intangible assets and the remaining $1.3 million to goodwill.

During the three months ended October 31, 2025, the Company completed two immaterial acquisitions for aggregate purchase consideration of $11.0 million and accounted for them as business combinations from the respective dates of acquisition. $5.9 million of the purchase consideration was allocated to intangible assets and the remaining $5.1 million to goodwill.

Pro forma results of operations for the business combinations have not been presented, as they were not material to the Company's unaudited condensed consolidated statements of operations. Acquisition-related costs for the business combinations were expensed as incurred within general and administrative expense in the unaudited condensed consolidated statements of operations and were not material.

Acquired intangible assets are as follows (in thousands):


	October 31, 2025
	Gross		Accumulated Amortization		Net
Acquired technology	$	28,641	$	(9,930)	$	18,711
Total	$	28,641	$	(9,930)	$	18,711


	January 31, 2025
	Gross		Accumulated Amortization		Net
Acquired technology	$	11,000	$	(5,349)	$	5,651
Total	$	11,000	$	(5,349)	$	5,651

The Company recognized $2.4 million and $0.9 million amortization expense in acquired intangible assets for the three months ended October 31, 2025 and 2024, respectively, and $4.6 million and $2.7 million for the nine months ended October 31, 2025 and 2024, respectively.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

The following table summarizes the estimated future amortization expense of the acquired intangible assets as of October 31, 2025 (in thousands):


Fiscal year	Amount
Remainder of 2026	$	2,907
2027	9,816
2028	4,513
2029	1,475
Total	$	18,711

Note 5 – Fair Value of Financial Instruments

The Company classifies its financial instruments within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. Three levels of input may be used to measure fair value:

•Level 1 – Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

•Level 2 – Observable inputs are quoted for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

•Level 3 – Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. These inputs will be based on the Company’s own assumptions and will require significant management judgment or estimation.

The Company did not have any level 3 investments as of October 31, 2025 and January 31, 2025. The following table summarizes the Company’s cash and available-for-sale marketable securities’ amortized cost, gross unrealized gains, gross unrealized losses, and estimated fair value by significant investment category reported as cash and cash equivalents or short-term investments (in thousands):


									Reported as
October 31, 2025	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Short-Term Investments
Cash:	$	70,104	$	—	$	—	$	70,104	$	70,104	$	—
Level 1:
Money market funds	233,037		—		—		233,037		233,037		—
U.S. Treasuries	532,503		609		(161)		532,951		—		532,951
Subtotal	765,540		609		(161)		765,988		233,037		532,951
Level 2:
Certificate of deposit	8,857		11		—		8,868		—		8,868
Commercial paper	35,574		28		—		35,602		3,959		31,643
Corporate bonds	710,355		1,564		(40)		711,879		—		711,879
U.S. government agencies	10,558		8		—		10,566		—		10,566
Subtotal	765,344		1,611		(40)		766,915		3,959		762,956
Total	$	1,600,988	$	2,220	$	(201)	$	1,603,007	$	307,100	$	1,295,907

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents


									Reported as
January 31, 2025	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Short-Term Investments
Cash:	$	75,541	$	—	$	—	$	75,541	$	75,541	$	—
Level 1:
Money market funds	96,423		—		—		96,423		96,423		—

U.S. Treasuries	259,327		345		(76)		259,596		—		259,596
Subtotal	355,750		345		(76)		356,019		96,423		259,596
Level 2:
Commercial paper	88,732		8		(3)		88,737		14,367		74,370
Corporate bonds	184,742		195		(90)		184,847		—		184,847

Subtotal	273,474		203		(93)		273,584		14,367		259,217
Total	$	704,765	$	548	$	(169)	$	705,144	$	186,331	$	518,813

The following table summarizes the estimated fair value of the Company’s investments by their remaining contractual maturity dates (in thousands):


	October 31, 2025
Due within one year	$	754,148
Due between one to two years	541,759
Total	$	1,295,907

For available-for-sale debt securities that have unrealized losses, the Company evaluates whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis, and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors. Based on this evaluation, the Company determined that for its short-term investments there were no material credit or non-credit related impairments as of October 31, 2025 and January 31, 2025.

Convertible Notes

As of October 31, 2025, the total estimated fair value of the Convertible Notes was $1.10 billion. The fair value was determined based on the quoted price of the Convertible Notes in an inactive market on the last trading day of the reporting period and is classified within Level 2 of the fair value hierarchy. See Note 8 Debt.

Note 6 – Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	October 31,		January 31,
	2025		2025
Prepaid expenses	$	124,901	$	77,857
Inventory, net	5,305		4,183
Contract assets, current	4,376		4,537
Other current assets	8,601		16,374
Total prepaid expenses and other current assets	$	143,183	$	102,951

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	October 31,		January 31,
	2025		2025
Equipment	$	79,363	$	75,589
Capitalized internal-use software	53,301		36,132
Leasehold improvements	22,800		12,739
Furniture and fixtures	5,012		4,687
Total property and equipment, gross	160,476		129,147
Less: accumulated depreciation and amortization	(93,487)		(75,953)
Total property and equipment, net	$	66,989	$	53,194

Depreciation expense related to the Company’s property and equipment, which did not include amortization expense related to capitalized internal-use software, was $4.3 million for each of the three months ended October 31, 2025 and 2024, and $13.1 million for each of the nine months ended October 31, 2025 and 2024.

Amortization expense relating to capitalized internal-use software was $3.2 million and $2.2 million for the three months ended October 31, 2025 and 2024, respectively, and $8.7 million and $5.7 million for the nine months ended October 31, 2025 and 2024, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	October 31,		January 31,
	2025		2025
Accrued expenses	$	52,430	$	30,983
Accrued bonuses	41,943		49,104
Accrued sales commissions	27,434		27,627
Accrued payroll-related expenses, taxes, and benefits	45,393		38,533
Operating lease liabilities	11,641		10,087
Other	3,979		6,268
Total accrued expenses and other current liabilities	$	182,820	$	162,602

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Note 7 – Leases

The Company has operating leases for its offices and data centers. Balance sheet information related to operating leases was as follows (in thousands):


	October 31,		January 31,
Reported as:	2025		2025
Other assets, noncurrent (operating lease ROU assets)	$	33,112	$	25,906

Accrued expenses and other current liabilities (operating lease liabilities, current)	11,641		10,087
Other liabilities, noncurrent (operating lease liabilities, noncurrent)	25,204		18,382
Total operating lease liabilities	$	36,845	$	28,469

The Company had operating lease costs of $3.7 million and $3.0 million for the three months ended October 31, 2025 and 2024, respectively, and $11.0 million and $8.9 million for the nine months ended October 31, 2025 and 2024, respectively.

Supplemental cash flow information and non-cash activity related to the Company’s operating leases were as follows (in thousands):


	Nine Months Ended October 31,
	2025		2024
Cash paid for amounts included in measurement of operating lease liabilities	$	9,900	$	9,217
ROU assets obtained in exchange of lease liabilities for new operating leases	$	17,356	$	2,335

Supplemental information related to the remaining lease term and discount rate were as follows:


	October 31,	January 31,
	2025	2025
Weighted-average remaining lease term	3.3 years	3.0 years
Weighted-average discount rate	6.0%	5.5%

The following table summarizes the maturity of the Company’s operating lease liabilities as of October 31, 2025 (in thousands):


Fiscal year	Operating Leases
Remainder of 2026	$	3,886
2027	13,412
2028	12,245
2029	5,412
2030	4,286
Thereafter	2,485
Total operating lease payments	41,726
Less: imputed interest	(4,881)
Total operating lease liabilities	$	36,845

Note 8 – Debt

Term Loan

In June 2022, the Company entered into a credit agreement with a consortium of lenders for a total $195.0 million revolving credit facility (the “Prior Credit Facility”) consisting of a $175.0 million term loan (the “Prior Closing Date Term Loan”) and $20.0 million in committed delayed-draw term loans (the “Prior Delayed Draw Term Loans”) with a maturity date of June 10, 2027. The proceeds of the Prior Delayed Draw Term Loans were to be used to pay accrued interest relating to the Prior Credit Facility. The Company also had the option to request incremental Delayed Draw Term Loan commitments (the “Prior Supplemental Delayed Draw Term Loans” and, together with the Prior Delayed Draw Term Loans and the Prior Closing Date Term Loan, collectively, the “Prior Loans”). The terms of the Prior Supplemental Delayed Draw Term Loans were identical to the Prior Delayed Draw Term Loans. The Company borrowed the full $175.0 million Prior Closing Date Term Loan with a closing date of June 10, 2022 and incurred $4.3 million debt discount and issuance costs.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Under the Prior Credit Facility, interest accrued on the Prior Loans, at the Company’s election made at the time of borrowing, at either the Alternate Base Rate (“ABR”) or Secured Overnight Financing Rate (“SOFR”). The Company also had the option to convert all or a portion of the outstanding principal amount to/from a SOFR-based loan to/from an ABR-based loan after the initial election. ABR loans had an annual interest rate equal to ABR plus 5.5%. ABR is a fluctuating interest rate per annum equal to the highest of: (i) prime rate, (ii) federal funds rate plus 0.5%, or (iii) Term SOFR for one month plus 1.0%. SOFR loans had an annual interest rate equal to Term SOFR plus 6.5%. Term SOFR is a rate per annum equal to the greater of: (i) the floor of 1.0% or (ii) the sum of Term SOFR Reference Rate plus Term SOFR Adjustment applicable to the comparable Interest Period (as defined in the June 2022 credit agreement). The Company had the option to elect an Interest Period of one, three, or six months on the SOFR loans as long as the election did not extend beyond the maturity date of June 10, 2027. The annual interest rate was subject to a 0.5% increase and separately, a 0.5% decrease depending on certain actions by the Company.

Interest on ABR loans was payable quarterly in arrears. Interest on SOFR loans was payable on the last day of each Interest Period, but if the interest period was more than three months, interest was payable on the last day of each three-month interval after the first day of such Interest Period.

In August 2023, the Company executed an amended and restated credit agreement with a consortium of lenders for a total $330.0 million revolving credit facility (the “Amended Credit Facility”) consisting of a $289.5 million term loan (the “Amended Term Loan”) and $40.5 million in committed delayed draw term loan (the “Amended Delayed Draw Term Loan”) with a maturity date of August 17, 2028. The Amended Credit Facility replaced the Prior Credit Facility. Immediately prior to the closing date of the Amended Credit Facility, the Company had an outstanding balance under the Prior Credit Facility of $193.6 million which consisted of $189.5 million of the Prior Loans and $4.1 million of unpaid interest under the Prior Credit Facility. The Company borrowed the full $289.5 million Amended Term Loan and used a portion to replace and refinance the full $189.5 million of the Prior Loans. The Company borrowed $4.1 million under the Amended Delayed Draw Term Loan to fund the unpaid interest under the Prior Credit Facility. The Company incurred $3.5 million debt discount costs in relation to the Amended Credit Facility.

The interest terms under the Amended Credit Facility are identical to the interest terms under the Prior Credit Facility except the ABR loan has an annual interest rate equal to ABR plus 6.0%, the SOFR loan has an annual interest rate equal to Term SOFR plus 7.0%, and the maturity date is August 17, 2028.

Under the Amended Credit Facility, the prepayment starts at 1.5% and reduces to zero beginning on the third anniversary from the closing date. Any amounts drawn and repaid or prepaid under the Amended Credit Facility may not be reborrowed.

The Company will have the option to fund up to 100.0% of cash interest with the proceeds of the Amended Delayed Draw Term Loan, subject to a 0.5% increase in the annual interest rate effective from the date of funding for 90 days, or 180 days if the Interest Period for such Amended Delayed Draw Term Loan is six months from the date of funding.

Under the Amended Credit Facility, the annual interest rate on all outstanding principal amounts will be reduced by 0.5% if the Company’s Annualized Subscription Recurring Revenue (as defined in the amended credit agreement, “ASRR”) is at least $500.0 million and the Company delivers a compliance certificate in accordance with the amended credit agreement.

The amended credit agreement contains certain covenants that require the Company, among other things, to maintain a specified minimum liquidity amount and minimum ASRR amount. Failure to comply with these covenants, along with other non-financial covenants, could result in an event of default, which may lead to acceleration of the amounts owed and/or the enforcement of other remedies by the lenders.

The Company had $6.9 million of debt discount and issuance costs on the $293.6 million Amended Term Loan and Amended Delayed Draw Term Loan as of August 17, 2023. The debt discount and issuance costs were recorded as a direct deduction from the long-term debt liability and are amortized into interest expense over the contractual term of the Amended Credit Facility.

Under the Amended Delayed Draw Term Loan, the Company borrowed zero and $29.1 million during the nine months ended October 31, 2025 and 2024, respectively.

In June 2025, the Company repaid in full the outstanding balance of $327.9 million under the Amended Credit Facility, which consisted of $289.5 million under the Amended Term Loan and $38.4 million under the Amended Delayed Draw Term Loan, and terminated the Amended Credit Agreement. In conjunction with the repayment, the Company incurred a loss on early extinguishment of debt of $6.7 million related to the write-off of unamortized debt discount and issuance costs and prepayment premium, which was recorded as a loss on debt extinguishment in the unaudited condensed consolidated statements of operations for the nine months ended October 31, 2025.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Convertible Notes

In June 2025, the Company completed a private offering to qualified institutional buyers of $1.15 billion aggregate principal amount of 0.00% convertible senior notes due 2030, including the exercise in full of the initial purchasers’ option to purchase up to an additional $150.0 million principal amount of the Convertible Notes. The Company’s net proceeds from the Convertible Notes were approximately $1.13 billion, after deducting the initial purchasers’ discounts and debt issuance costs. The Convertible 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 Convertible Notes are general unsecured obligations of the Company and will mature on June 15, 2030, unless earlier converted, redeemed or repurchased. The Convertible Notes do not bear regular interest, and the principal amount of the Convertible Notes will not accrete. Special interest, if any, is payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025 (if and to the extent that special interest is then payable on the Convertible Notes).

The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 15, 2030, only upon satisfaction of certain conditions as described in the Indenture. On or after March 15, 2030, the Convertible Notes are convertible at any time at the election of holders until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate for the Convertible Notes will initially be 8.0155 shares of Class A common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $124.76 per share of the Company’s Class A common stock. The conversion rate for the Convertible Notes is subject to adjustment under certain circumstances, such as upon the occurrence of a make-whole fundamental change as defined in the Indenture, where the maximum conversion rate will not exceed 11.4220 shares of Class A common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment in the same manner as the conversion rate. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

The Company may redeem for cash all or any portion of the Convertible Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, on or after June 20, 2028, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price for the Convertible 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, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

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 Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

The net carrying amount of the Convertible Notes was as follows (in thousands):


	October 31, 2025
Principal	$	1,150,000
Unamortized debt discount and issuance costs	(20,373)
Net carrying amount	$	1,129,627

For the three and nine months ended October 31, 2025, amortization of debt discount and issuance costs was $1.1 million and $1.7 million, respectively. The debt discount and issuance costs are being amortized into interest expense on the unaudited condensed consolidated statements of operations over the term of the Convertible Notes at an effective interest rate of 0.19%.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Capped Calls

In connection with the pricing of the Convertible Notes and the exercise in full by the initial purchasers of their option to purchase additional Convertible Notes, the Company entered into capped call transactions (the "Capped Calls") with certain affiliates of certain initial purchasers of the Convertible Notes and other financial institutions. The Capped Calls each have an initial strike price of approximately $124.76 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes. The Capped Calls associated with the Convertible Notes cover, subject to anti-dilution adjustments, approximately 9.2 million shares of the Company’s Class A common stock. The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price initially equal to $175.10 per share, subject to certain adjustments. For accounting purposes, the Capped Calls are separate transactions and not part of the terms of the Convertible Notes, and are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $88.6 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital and will not be remeasured as long as they continue to meet the condition for equity classification.

The Convertible Notes and the Capped Calls have been integrated for tax purposes. The impact of this tax treatment results in the Capped Calls being deductible with the cost of the Capped Calls qualifying as original issue discount for tax purposes over the term of the Convertible Notes.

Note 9 – Commitments and Contingencies

Purchase Commitments

In June 2025, the Company amended an existing hosting service contract with a third party. The amendment extended the original contract term by approximately two years to April 2029, and increased the minimum spending amount by $375.0 million from the original spending commitment of $220.0 million. As of October 31, 2025, the Company had $336.3 million remaining on this commitment.

In addition to the commitments described above, as of October 31, 2025, the Company had other remaining purchase commitments of approximately $188.1 million primarily for hosting costs and software and subscription services.

Litigation

From time to time, the Company receives inquiries and/or claims or is involved in legal disputes and/or matters. In the opinion of management, any liabilities resulting from these claims will not have a material adverse effect on the Company’s results of operations, financial position, and cash flows.

Warranties and Indemnifications

The Company provides to qualifying customers a services warranty program for recovery of certain expenses related to data recovery and restoration in the event that data backed up using the Company’s solutions cannot be recovered following a ransomware attack. To date, costs relating to the warranty program have not been material.

The Company typically provides indemnification to customers for certain losses suffered or expenses incurred as a result of third-party claims arising from the Company’s infringement of a third-party’s intellectual property. Certain of these indemnification provisions survive termination or the expiration of the applicable agreement. The Company has not incurred a material liability relating to these indemnification provisions, and therefore, has not recorded a liability during any period for these indemnification provisions.

Note 10 – Stockholders’ Deficit

Preferred Stock

In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 20,000,000 shares of undesignated preferred stock with a par value of $0.000025 per share with rights and preferences, including voting rights, designated from time to time by the board of directors.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Common Stock

The Company has two classes of common stock – Class A common stock and Class B common stock. In connection with the IPO, the Company’s amended and restated certificate of incorporation authorized the issuance of 1,070,000,000 shares of Class A common stock and 210,000,000 shares of Class B common stock. The shares of Class A common stock and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 20 votes. Class A and Class B common stock have a par value of $0.000025 per share, and are referred to collectively as common stock throughout the notes to the unaudited condensed consolidated financial statements, unless otherwise noted. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors.

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Any holder’s shares of Class B common stock will convert automatically to Class A common stock, on a one-to-one basis, upon the earliest to occur following the Company's IPO: (i) sale or transfer of such share of Class B common stock, except for permitted transfers as described in the amended and restated certificate of incorporation; (ii) the death or incapacity of the Class B common stockholder (or 180 days following the date of the death or incapacity if the stockholder is one of the Company’s founders); and (iii) on the final conversion date, defined as the earliest of (a) the date fixed by the Company's board of directors that is no less than 61 days and no more than 180 days following the date on which the outstanding shares of Class B common stock represent less than 5% of the then outstanding shares of Class A and Class B common stock; (b) the last trading day of the fiscal year following the tenth anniversary of the effectiveness of the registration statement in connection with the Company’s IPO; (c) the date fixed by the Company’s board of directors that is no less than 61 days and no more than 180 days following the date that Bipul Sinha is no longer providing services to the Company as an officer, employee, or director; (d) the date fixed by the board of directors that is no less than 61 days and no more than 180 days following the death or incapacity of Mr. Sinha; or (e) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock.

Equity Incentive Plan

In January 2014, the Company adopted the 2014 Stock Option and Grant Plan, as amended (the “2014 Plan”). The 2014 Plan permits the grant of incentive stock options, non-qualified stock options, restricted stock awards, unrestricted stock awards, or restricted stock units (RSUs) awards based on, or related to, shares of the Company’s common stock. The 2014 Plan was terminated in April 2024 in connection with the IPO, but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2014 Plan. No further equity awards will be granted under the 2014 Plan. With the establishment of the 2024 Equity Incentive Plan (the “2024 Plan”), upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding equity awards granted under the 2014 Plan, an equal number of shares of Class A common stock will become available for grant under the 2024 Plan.

In March 2024, the Company's board of directors adopted, and in April 2024, the Company's stockholders approved, the 2024 Plan, which became effective in connection with the Company’s IPO. The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based awards, and other forms of awards to employees, non-employee directors and consultants, and employees and consultants of the Company's affiliates. A total of 46,073,027 shares of the Company’s Class A common stock have been reserved for future issuance under the 2024 Plan in addition to (i) shares underlying outstanding equity awards granted under the 2014 Plan that expire, or are forfeited, cancelled, or reacquired, as described above, and (ii) any automatic increases in the number of shares of Class A common stock reserved for future issuance under this plan.

In March 2024, the board of directors adopted, and in April 2024, the stockholders approved, the 2024 Employee Stock Purchase Plan (the “2024 ESPP” or the "ESPP"), which became effective in connection with the Company’s IPO. The 2024 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. A total of 4,607,303 shares of the Company’s Class A common stock have been reserved for future issuance under the 2024 ESPP. The number of shares of Class A common stock reserved for issuance under the 2024 ESPP will automatically increase on February 1st of each fiscal year, beginning on February 1, 2025 and ending on and including February 1, 2034, by the lesser of (1) one percent (1%) of the aggregate number of shares of common stock of all classes issued and outstanding on January 31 of the preceding fiscal year, (2) 9,214,605 shares, or (3) a lesser number of shares determined by the Company's board of directors.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

The Company has reserved shares of its common stock for future issuance as follows (in thousands):


	October 31,	January 31,
	2025	2025


2014 Stock Option and Grant Plan:
Outstanding stock options	9,056	9,570
Outstanding restricted stock units	10,795	18,039

2024 Equity Incentive Plan:
Outstanding restricted stock units	10,963	4,217
Shares available for future issuance under the 2024 Plan	60,195	57,591
2024 Employee Stock Purchase Plan	5,090	4,201
Total shares of common stock reserved	96,099	93,618

Stock Options

Options issued under the Company’s 2014 Plan and 2024 Plan generally are exercisable for periods not to exceed ten years.

A summary of the stock option activity and related information is as follows:


	Number of Options	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of January 31, 2025	9,570,134	$	27.80	8.2	$	435,133
Granted	—	—
Exercised	(510,383)	7.04			35,174
Cancelled	(3,647)	11.73
Outstanding as of October 31, 2025	9,056,104	$	28.98	7.8	$	419,219
Vested and exercisable as of October 31, 2025	3,551,196	$	24.31	6.7	$	180,966

The intrinsic value of the options exercised represents the difference between the estimated fair market value of the Company’s common stock on the date of exercise and the exercise price of each option.

There were no options with only a service-based vesting condition granted during the nine months ended October 31, 2025 and 2024. In June 2022, the Company’s board of directors approved the grant of a stock option under the 2014 Plan to the Company's CEO, Mr. Sinha, to purchase up to 8,000,000 of Class B common stock, contingent and effective upon a listing event, which includes the Company's IPO (the “CEO Performance Award” or "the Award"). The CEO Performance Award was granted upon the Company's IPO in April 2024 and vests upon the satisfaction of a service condition and achievement of certain stock price targets.

As of October 31, 2025, there was approximately $50.0 million of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.1 years.

Restricted Stock Units

The Company grants service-based condition RSUs, service- and performance-based conditions RSUs, and service-, market-, and performance-based conditions RSUs. RSUs issued under the 2014 Plan and 2024 Plan typically have an expiry period of seven years from the grant date.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

A summary of the RSU activity and related information is as follows:


	Number of RSUs	Weighted-Average Grant Date Fair Value
Unvested as of January 31, 2025	22,215,749	$	31.30
Granted	8,818,284	66.83
Vested	(7,386,523)	29.52
Forfeited	(1,929,949)	36.72
Unvested as of October 31, 2025	21,717,561	45.85
Vested and not yet released	40,625	11.35
Outstanding as of October 31, 2025	21,758,186	$	45.79

For the nine months ended October 31, 2025 and 2024, the total grant date fair value of vested RSUs was $218.1 million and $508.7 million, respectively.

As of October 31, 2025, there was approximately $757.2 million of unrecognized stock-based compensation expense relating to RSUs, which is expected to be recognized over a weighted-average period of 1.7 years.

Restricted stock

The Company issued 0.5 million shares of restricted stock in connection with the Predibase acquisition to certain Predibase employees with an aggregate fair value of $40.4 million determined based on the closing price of $88.11 per share of the Company's Class A common stock on July 18, 2025. These amounts are subject to vesting and continued employment, and will be recognized as stock-based compensation expense over the requisite service period of three years.

As of October 31, 2025, there was approximately $36.4 million of unrecognized stock-based compensation expense relating to the restricted stock.

2024 Employee Stock Purchase Plan

In April 2024, the Company's 2024 ESPP became effective. The 2024 ESPP allows eligible employees to purchase shares of Class A common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. Except for the initial offering period, the 2024 ESPP provides for 24-month offering periods beginning March 21 and September 21 of each year, and each offering period will consist of four six-month purchase periods. The initial offering period began on April 24, 2024, and will end on March 20, 2026.

On each purchase date, eligible employees will purchase Class A common stock at a price per share equal to 85% of the lesser of (1) the fair market value of the Class A common stock on the offering date, or (2) the fair market value of the Class A common stock on the purchase date. For the first offering period, which began on April 24, 2024, the fair market value of the Class A common stock on the offering date was $32.00, the price at which the Company's common stock was first sold to the public in the IPO, as specified in the final prospectus filed with the SEC on April 26, 2024, pursuant to Rule 424(b).

The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option-pricing model with the following assumptions:


	Three Months Ended October 31,		Nine Months Ended October 31,
	2025	2024	2025	2024
Expected term (in years)	0.5 - 2.0	0.5 - 2.0	0.5 - 2.0	0.4 - 2.0
Expected volatility	61.5% - 65.7%	56.5% - 69.1%	59.0% - 65.7%	56.5% - 71.7%
Risk-free interest rate	3.6% - 3.8%	3.6% - 4.4%	3.6% - 4.3%	3.6% - 5.4%
Dividend yield	—	—	—	—

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

As of October 31, 2025, there was approximately $8.8 million of unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 1.0 years.

Stock-Based Compensation Expense

Total stock-based compensation expense included in the Company’s unaudited condensed consolidated statements of operations was as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Cost of revenue
Subscription	$	4,164	$	4,684	$	12,275	$	45,358
Maintenance	35		196		193		2,939
Other	614		1,075		2,021		13,603
Research and development	29,135		23,088		73,681		275,562
Sales and marketing	29,818		27,468		83,600		301,611
General and administrative	18,701		36,016		72,694		188,802
Total stock-based compensation expense	$	82,467	$	92,527	$	244,464	$	827,875

Note 11 – Net Loss Per Share

For periods in which there were Class A and Class B shares outstanding, the rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both individual and combined basis.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share amounts):


	Three Months Ended October 31,
	2025				2024
	Class A		Class B		Class A		Class B
Numerator:
Net loss	$	(47,165)	$	(16,664)	$	(53,934)	$	(76,976)
Denominator:
Weighted-average common stock shares used in computing net loss per share, basic and diluted	146,589		51,790		75,638		107,952
Net loss per common stock share, basic and diluted	$	(0.32)	$	(0.32)	$	(0.71)	$	(0.71)


	Nine Months Ended October 31,
	2025				2024
	Class A		Class B		Class A		Class B
Numerator:
Net loss	$	(174,795)	$	(87,067)	$	(327,198)	$	(712,733)
Denominator:
Weighted-average common stock shares used in computing net loss per share, basic and diluted	130,165		64,836		44,988		97,997
Net loss per common stock share, basic and diluted	$	(1.34)	$	(1.34)	$	(7.27)	$	(7.27)

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented because the impact of including them would have been antidilutive (in thousands):


	Three and Nine Months Ended October 31,
	2025	2024
Issued and outstanding stock options	9,056	9,985
Unvested RSUs issued and outstanding	21,718	23,285

Convertible notes	9,218	—
Restricted stock issued for business combination	402	—
Total	40,394	33,270

The Company entered into the Capped Calls in connection with the issuance of the Convertible Notes. The effect of the Capped Calls was excluded from the calculation of diluted net loss per share attributable to the Company’s Class A common stockholders as the effect of the Capped Calls would have been anti-dilutive. The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the relevant series of the Convertible Notes. See Note 8 Debt.

Note 12 – Income Taxes

The Company recorded an income tax expense of $2.9 million and $1.9 million for the three months ended October 31, 2025 and 2024, respectively, and $6.0 million and $5.1 million for the nine months ended October 31, 2025 and 2024, respectively.

For the three months ended October 31, 2025, the income tax provision consisted of taxes on the income of the Company's foreign subsidiaries, foreign withholding taxes, and U.S. state taxes, partially offset by excess benefits from stock-based compensation deductions in the UK. For the three months ended October 31, 2024, the income tax provision consisted of taxes on the income of the Company's foreign subsidiaries, foreign withholding taxes, and U.S. state taxes.

For the nine months ended October 31, 2025, the income tax provision consisted of taxes on the income of the Company's foreign subsidiaries, foreign withholding taxes, and U.S. state taxes, partially offset by excess benefits from stock-based compensation deductions in the UK. For the nine months ended October 31, 2024, the income tax provision consisted of taxes on the income of the Company’s foreign subsidiaries, foreign withholding taxes, and U.S. state taxes, partially offset by a U.S. federal & state tax benefit as a result of several of the Company's foreign subsidiaries making an election to be treated as U.S. branches for federal income tax purposes effective in fiscal year ended January 31, 2024.

As of October 31, 2025, the Company maintained a full valuation allowance on its U.S. federal and state net deferred tax assets as it was more likely than not that those deferred tax assets will not be realized.

On July 4, 2025, the U.S. enacted tax reform legislation through the One Big Beautiful Bill Act ("OBBBA"). Included in this legislation are provisions that allow for the immediate expensing of domestic research and development expenses as well as other changes to the U.S. taxation of profits derived from foreign operations. The provisions in the legislation are generally effective beginning in fiscal 2026. The Company does not expect OBBBA to have a material impact on its unaudited consolidated financial statements in fiscal 2026.

Note 13 – Segment Reporting

The Company has one reportable segment which is software and services. The software and services segment provides unified data security solutions to customers primarily under SaaS arrangements. The Company manages the business activities on a consolidated basis. The technology used in the customer arrangements is primarily based on a single software platform that is deployed to and implemented by customers in a similar manner. The types of software and services from which the Company generates revenue are described under the “Revenue Recognition” policy within the “Note 2, Basis of Presentation and Summary of Significant Accounting Policies”.

The Company’s chief operating decision maker is its chief executive officer. The chief operating decision maker assesses performance for the software and services segment and decides how to allocate resources based on net loss that is also reported on the unaudited condensed consolidated statements of operations as consolidated net loss. The chief operating decision maker does not use any segment assets measure to assess performance and decide how to allocate resources.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

The chief operating decision maker uses net loss and the functional areas as a percentage of revenue to evaluate and decide where to invest within the software and services segment. Net loss is used to monitor budget versus actual results. The chief operating decision maker also uses net loss in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing the performance of the segment.

The Company does not have intra-entity sales or transfers.

The following table presents the segment information (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Total revenue	$	350,166	$	236,178	$	938,507	$	628,444
Less:
Adjusted subscription cost of revenue (1)	52,583		40,760		149,467		117,750
Remaining cost of revenue	4,854		6,114		14,164		18,430
Remaining research and development expenses	66,448		54,886		191,649		169,789
Remaining sales and marketing expenses	161,829		129,958		457,111		400,048
Remaining general and administrative expenses	46,800		28,616		116,120		88,856
Stock-based compensation expense (2)	82,467		92,527		244,464		827,875
Depreciation and amortization	8,270		7,181		23,988		20,864
Amortization of acquired intangibles	2,398		923		4,581		2,749
Interest expense	1,080		10,310		16,134		31,179
Income tax expense (benefit)	2,892		1,948		6,003		5,117
Other items (3)	965		1,333		13,168		3,406
Plus:
Interest income	16,591		7,468		36,480		17,688
Segment net loss	(63,829)		(130,910)		(261,862)		(1,039,931)

Consolidated net loss	$	(63,829)	$	(130,910)	$	(261,862)	$	(1,039,931)

(1) Adjusted subscription cost of revenue is subscription cost of revenue adjusted for stock-based compensation expense, amortization of acquired intangibles, and stock-based compensation from amortization of capitalized internal-use software as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Subscription cost of revenue	$	59,842	$	46,486	$	167,778	$	166,006
Less:
Stock-based compensation expense	4,164		4,684		12,275		45,358
Stock-based compensation from amortization of capitalized internal-use software	697		119		1,455		149
Amortization of acquired intangibles	2,398		923		4,581		2,749
Adjusted subscription cost of revenue	$	52,583	$	40,760	$	149,467	$	117,750

(2) See Note 10 for stock-based compensation expense by captions.

(3) Other items include foreign currency exchange gains (losses).

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the SEC on March 20, 2025 (the “Annual Report”). Some of the information contained in this discussion and analysis, including information with respect to our planned investments in our research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note About Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and “Rubrik” refer to Rubrik, Inc. and its consolidated subsidiaries. Unless otherwise indicated, references to our “common stock” include our Class A common stock and Class B common stock.

Overview

We are on a mission to secure the world’s data.

Cyberattacks are inevitable. Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks. We believe that the future of cybersecurity is data security—if your data is secure, your business is resilient.

We built Rubrik Security Cloud ("RSC") with Zero Trust design principles to secure data across enterprise, cloud, SaaS, unstructured data, and identity providers. RSC delivers a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. Our platform is architected to help organizations achieve cyber resilience, which encompasses cyber posture and cyber recovery. We enable organizations to confidently accelerate digital transformation and leverage the cloud to realize business agility.

We launched our first enterprise software product, Converged Data Management, in fiscal 2016, which combined data and metadata together into a single layer of software to offer Zero Trust data protection, and sold it as a perpetual license along with associated maintenance contracts. In fiscal 2019, we extended data protection to cloud native applications and rebranded Converged Data Management to Cloud Data Management ("CDM"). Data protection for cloud native applications are sold as a SaaS subscription product. In addition, we began offering new SaaS subscription products, Anomaly Detection and Sensitive Data Monitoring. In fiscal 2020, we continued our business evolution to a subscription pricing model by offering our CDM platform as a subscription term-based license with associated support. Included in this subscription term-based license was the right to next generation Rubrik-branded commodity servers ("Rubrik-branded Appliances") at no cost for qualified customers ("Refresh Rights"). As of February 1, 2022, we stopped offering CDM as a perpetual license.

In fiscal 2023, to meet customer demands for data security and a single, unified cloud-based control plane, we launched RSC, a comprehensive Zero Trust Data Security platform. RSC culminates our early vision of providing one point of control to secure data across enterprise, cloud, SaaS, unstructured data, and identity providers. RSC is primarily adopted by our customers as a cloud-native, fully managed SaaS solution. It is also available as an enterprise-ready, self-managed version ("RSC-Private"), for a few select customers that are subject to stringent data control policies. For U.S. public sector organizations, we also offer a specialized cloud-native fully managed SaaS solution called RSC-Government.

We began transitioning customers from our legacy CDM capabilities to RSC, which is offered on a subscription basis, in fiscal 2023. As part of this business transition, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers and stopped offering the Refresh Rights as part of our subscription offerings. In lieu of offering Refresh Rights, we offer Subscription Credits to qualifying customers. We recognize ratable revenue upon utilization or upfront revenue upon expiration of Subscription Credits, and utilization of Subscription Credits also offsets Subscription ARR for the applicable period. As of the end of fiscal 2024, RSC represented a majority of our total revenue.

We recognize revenue from the sales of our RSC platform (excluding RSC-Private) ratably over the term of the subscription. We recognize a portion of revenue from sales of RSC-Private upon delivery and the remainder ratably over the term of the subscription. The majority of sales of our subscriptions are for three-year terms with upfront payment, and renewals are typically for one-year terms.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

We expect new and existing customers to continue to adopt RSC. Our new customers have generally been rapidly adopting the RSC platform. We are actively migrating our existing customers from our legacy CDM capabilities to RSC. As part of this migration, we expect certain existing customers to consume our platform and products through a mix of RSC and a transitional CDM license ("RCDM-T"), during which time we expect to continue recognizing a portion of the associated revenue from these customers upfront at the time we transfer control of the license to the customer. We cannot predict how long these customers will use this mix before they complete their transition. In addition, our revenue will fluctuate when qualified customers choose to exercise or forfeit their Subscription Credits (which are customer options that are accounted for as material rights) upon their associated expiration date.

Key Factors Affecting Our Performance

Evolution of the Market and Adoption of Our Solutions

Our future success depends in part on the market adoption of our approach to Zero Trust Data Security. Many organizations have focused on preventing cyberattacks instead of protecting their data and having a plan to recover it in case of a cyberattack. We believe that the existing security ecosystem lacks a data security platform that will secure a customer’s data, wherever it lives, across enterprise, cloud, SaaS, unstructured data, and identity providers. RSC is our Zero Trust Data Security platform that addresses the growing demand from organizations of virtually any size, across a wide range of industries, to address data security and cyberattack risks. As the data security market continues to evolve, we expect to continuously innovate our platform and product functionality to keep us in a strong position to capture the large opportunity ahead.

New Customer Acquisition

Our business model relies on rapidly and efficiently engaging with new customers. Our ability to attract new customers will depend on a number of factors, including our ability to innovate upon our product breadth and capabilities, our success in recruiting and scaling our sales and marketing organization, our ability to accelerate ramp time of our sales force, our ability to develop and maintain strong partnerships, the impact of marketing efforts to enhance our brand, and competitive dynamics in our target markets.

Retaining and Expanding Within Our Existing Customer Base

Our ability to retain customers and expand within existing customers is integral to our growth and future success. Our growing base of customers represents a significant opportunity for further expansion across our platform. Our customers typically start with securing data in one or more applications on our platform, and then expand by securing additional applications and increasing the amount of data secured. They further extend their use of our platform through adoption of additional security products. Several of our largest customers have deployed our platform to secure large amounts of their data across enterprise, cloud, SaaS, unstructured data, and identity providers. Our ability to expand and extend within our customer base depends on, and has been impacted by, a number of factors, including platform performance, our customers’ satisfaction with our platform, competitive offerings, pricing, overall changes in our customers’ spending levels, and the effectiveness of our efforts to help our customers realize the benefits of our platform.

Key Business Metrics

We monitor the following key business metrics to help us evaluate our business.

Subscription ARR

Subscription ARR is calculated as the annualized value of our active subscriptions as of the measurement date, based on our customers’ total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms. Subscriptions include offerings for our RSC platform and related data security SaaS solutions, term-based licenses for our RSC-Private platform and related products, prior sales of CDM sold as a subscription term-based license with associated support and related SaaS products, and standalone sales of our SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring. We believe Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers.

The following table sets forth our Subscription ARR as of the dates presented:


	October 31,
	2025			2024

	(in thousands, except percentages)
Subscription ARR	$	1,346,836		$	1,002,252
% growth	34		%	38		%

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Subscription ARR does not include any maintenance revenue associated with perpetual licenses, which we generally no longer offer. Of the 34% and 38% growth, approximately 1.2 percentage points and 2.0 percentage points of growth for the twelve months ended
October 31, 2025 and 2024, respectively, were a result of transitioning our existing maintenance customers to our subscription editions. We expect the contributions to growth from these transitions to continue to subside in fiscal 2026.

Cloud Annual Recurring Revenue, or Cloud ARR

Cloud ARR is calculated as the annualized value of our active cloud-based subscriptions as of the measurement date, based on our customers’ total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms. Our cloud-based subscriptions include RSC and RSC-Government (excluding RSC-Private). Cloud ARR also includes SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring, which are sold standalone or with prior sales of term-based license offerings of CDM. We believe that Cloud ARR provides important information on new and existing customers purchasing new RSC subscription offerings and existing subscription term-based license customers renewing with RSC subscription offerings.

The following table sets forth our Cloud ARR as of the dates presented:


	October 31,
	2025			2024

	(in thousands, except percentages)
Cloud ARR	$	1,174,693		$	768,838
% growth	53		%	69		%

Average Subscription Dollar-Based Net Retention Rate

Our average subscription dollar-based net retention rate compares our Subscription ARR from the same set of subscription customers across comparable periods. We calculate our average subscription dollar-based net retention rate by first identifying subscription customers (the "Prior Period Subscription Customers") that were subscription customers at the end of a particular quarter (the "Prior Period") and calculate the Subscription ARR from the Prior Period Subscription Customers. We then calculate the Subscription ARR from these Prior Period Subscription Customers at the end of the same quarter of the subsequent year (the "Current Period"). This calculation captures upsells, contraction, and attrition since the Prior Period. We then divide total Current Period Subscription ARR by the total Prior Period Subscription ARR for Prior Period Subscription Customers. Our average subscription dollar-based net retention rate in a particular quarter is obtained by averaging the result from that particular quarter with the corresponding results from each of the prior three quarters. We believe that our average subscription dollar-based net retention rate provides useful information about the evolution of our existing customers as they expand through the increase of data from applications we already secure, new applications for us to secure, additional data security products, and conversion of our recurring revenue related to maintenance contracts into subscription revenue.

Our historical average subscription dollar-based net retention rate does not include any maintenance revenue associated with perpetual licenses, which we no longer offer. Like Subscription ARR, our historical average subscription dollar-based net retention rate benefits from the transition of our existing maintenance customers to our subscription editions.

The following table sets forth our average subscription dollar-based net retention rate as of the dates presented:

October 31,

2025

2024

Average subscription dollar-based net retention rate

over 120%

Customers with $100,000 or More in Subscription ARR

We believe that customers with $100,000 or more in Subscription ARR is a helpful metric in measuring our ability to scale with our customers and the success of our ability to acquire large customers. Additionally, we believe that our ability to increase the number of customers with $100,000 or more in Subscription ARR is a useful indicator of our market penetration and demand for our platform.

The following table sets forth the number of customers with $100,000 or more in Subscription ARR as of the dates presented:


	October 31,
	2025		2024
Customers with $100,000 or more in Subscription ARR	2,638		2,085
% growth	27	%	32	%

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Non-GAAP Financial Measures

We believe that non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance. However, non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

Free Cash Flow

Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized internal-use software. We believe that free cash flow is a helpful indicator of liquidity that provides information to management and investors about the amount of cash generated or used by our operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in our business and strengthening our financial position. The limitation of free cash flow is that it does not reflect our future contractual commitments and may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses, including discretionary cash payments of our debt interest expense pursuant to the terms of our Amended Credit Facility, prepayments of other spend, including hosting prepayments, and charitable donations. Additionally, free cash flow is not a substitute for cash provided by (used in) operating activities, and the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period.

Free cash flow was $167.8 million and $(53.6) million for the nine months ended October 31, 2025 and 2024, respectively. Free cash flow for the nine months ended October 31, 2024 includes a cash outlay of $22.8 million for employer payroll taxes due to the vesting of certain equity awards in conjunction with the initial public offering. Adjusting for this, the improvement in free cash flow was primarily due to higher sales, including timing of renewals, improved operating leverage and optimizing our capital structure. This trend when combined with changes in new business growth, may result in free cash flow volatility across periods.

In the longer term, we view continued Subscription ARR growth, operating leverage, and the mix of annual versus upfront payment terms on our multi-year contracts as primary drivers of free cash flow. See the risk factor titled “We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price and the value of your investment could decline” in the section titled “Risk Factors.”

The following table presents a reconciliation of free cash flow to net cash provided by (used in) operating activities for the periods presented:


	Nine Months Ended October 31,
	2025		2024

	(in thousands)
Net cash provided by (used in) operating activities	$	189,863	$	(35,369)
Less: Purchases of property and equipment	(11,087)		(11,296)
Less: Capitalized internal-use software	(11,004)		(6,902)
Free cash flow	$	167,772	$	(53,567)
Net cash used in investing activities	$	(811,472)	$	(387,600)
Net cash provided by financing activities	$	736,012	$	396,100

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Subscription ARR Contribution Margin

We define Subscription ARR Contribution Margin as the Subscription ARR Contribution (as defined below) divided by Subscription ARR at the end of the period. We define Subscription ARR Contribution as Subscription ARR at the end of the period less: (i) our non-GAAP subscription cost of revenue and (ii) our non-GAAP operating expenses for the prior 12-month period ending on that date. In fiscal 2023, we began transitioning customers from our legacy CDM capabilities to our subscription-based RSC offerings. As a result of differing revenue recognition treatment between CDM and RSC, including the RCDM-T licenses offered to existing customers, and as qualified customers choose to exercise or forfeit their Subscription Credits, these business transitions cause fluctuations to our total revenue growth and limit the comparability of our revenue with past performance. As a result, we measure the performance of our business on the basis of Subscription ARR. We believe that Subscription ARR Contribution Margin is a helpful indicator of operating leverage during this business transition. One limitation of Subscription ARR Contribution Margin is that the factors that impact Subscription ARR will vary from those that impact subscription revenue and, as such, may not provide an accurate indication of our actual or future GAAP results. Additionally, the historical expenses in this calculation may not accurately reflect the costs associated with future commitments.

Subscription ARR Contribution Margin was 10% and (3)% for the 12 months ended October 31, 2025 and 2024, respectively. For the 12 months ended October 31, 2024, the non-GAAP expenses included the recognition of $22.8 million for employer payroll taxes due to the vesting of certain equity awards in conjunction with the initial public offering. Adjusting for this, the increase in Subscription ARR Contribution Margin was primarily driven by the strong year-over-year growth in Subscription ARR, compared to year-over-year growth in non-GAAP subscription costs of sales and non-GAAP operating expenses. We believe that this increase in Subscription ARR Contribution Margin reflects increased operating leverage in our business.

The following table presents the calculation of Subscription ARR Contribution Margin for the periods presented as well as a reconciliation of (i) non-GAAP subscription cost of revenue to subscription cost of revenue and (ii) non-GAAP operating expenses to operating expenses:


	Twelve Months Ended October 31,
	2025			2024

	(in thousands, except percentages)
Subscription cost of revenue	$	216,808		$	196,395
Stock-based compensation expense	(16,431)			(45,360)
Stock-based compensation from amortization of capitalized internal-use software	(1,579)			(163)
Amortization of acquired intangibles	(5,505)			(3,672)
Non-GAAP subscription cost of revenue	$	193,293		$	147,200

Operating expenses	$	1,325,125		$	1,657,219
Stock-based compensation expense	(310,872)			(769,401)
Non-GAAP operating expenses	$	1,014,253		$	887,818

Subscription ARR	$	1,346,836		$	1,002,252
Non-GAAP subscription cost of revenue	(193,293)			(147,200)
Non-GAAP operating expenses	(1,014,253)			(887,818)
Subscription ARR Contribution	$	139,290		$	(32,766)
Subscription ARR Contribution Margin	10		%	(3)		%

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Components of Results of Operations

Revenue

We generate revenue primarily from sales of subscriptions and typically invoice our customers at the inception of the contract.

Our revenue will fluctuate based on the timing for transitioning our existing customers to RSC, including the RCDM-T licenses offered to existing customers, sales of RSC-Private, and when qualified customers choose to exercise or forfeit their Subscription Credits, the customer options that are accounted for as material rights. These expected trends, when combined with the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers, will limit and cause fluctuations to our revenue growth through fiscal 2027. We primarily measure our business on the basis of Subscription ARR, as we believe it best reflects our actual growth and our growth prospects.

Subscription Revenue

Our subscription revenue consists of SaaS subscriptions and subscription term-based licenses with related support services.

SaaS includes SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring sold standalone or with prior sales of term-based license offerings of CDM prior to the launch of the RSC platform as well as sales of RSC. RSC is offered as a fully-hosted subscription or a hybrid cloud subscription. RSC is a fully-hosted subscription in the case of protection of cloud, SaaS, unstructured data, and identity providers. When RSC is securing enterprise applications, it is a hybrid cloud subscription which includes software hosted from the cloud (as a service) and an on-premise license for securing enterprise applications. The hybrid cloud subscription is accounted for as a single performance obligation because the software hosted from the cloud (as a service) and the on-premise software licenses are not separately identifiable and serve together to fulfill our promise to the customer, which is to provide a single, unified data security solution. Our subscription capabilities are primarily sold as editions which bundle multiple products and include the Foundation Edition, Business Edition, Enterprise Edition, and Enterprise Proactive Edition. Subscription revenue related to SaaS is recognized ratably over the subscription period.

Subscription term-based licenses provide our customer with a right to use the software for a fixed term commencing upon delivery of the license to our customer. Support services are bundled with each subscription term-based license for the term of the subscription. Subscription revenue related to subscription term-based licenses includes upfront revenue recognized at the later of the start date of the subscription term-based license and the date when the subscription term-based license is delivered. The remainder of the revenue is recognized ratably over the subscription period for support services, commencing with the date the service is made available to customers.

As customers continue to adopt or transition to RSC, we expect the ratable portion of our subscription revenue to increase. We expect certain customers to consume our platform and products through a mix of RSC and RCDM-T as they complete the migration, which will result in a recognition of a portion of the associated revenue for these customers upfront. Furthermore, our subscription revenue will also fluctuate when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights. We expect to continue seeing these benefits in revenue growth due to the non-recurring revenue related to material rights, and we believe these benefits will decline for the remainder of fiscal 2026. Moreover, we expect these benefits will further decline in fiscal 2027. The combination of both of these factors will limit and cause fluctuations in our subscription revenue growth through fiscal 2027, depending in part on the timing of our existing customers’ transition to RSC and exercises or forfeitures of Subscription Credits.

Maintenance Revenue

Maintenance revenue represents fees earned from software updates on a when-and-if-available basis, telephone support, integrated web-based support, and Rubrik-branded Appliance maintenance relating to our perpetual licenses. Maintenance revenue is recognized ratably over the term of the service period. We expect our maintenance revenue to decrease as we drive adoption of RSC for existing maintenance customers and the transition to be largely completed by the end of fiscal 2026.

Other Revenue

Other revenue represents fees earned from sales of Rubrik-branded Appliances and professional services. Revenue for Rubrik-branded Appliances is recognized when shipped to the customer. When we sell our software license with our Rubrik-branded Appliances, revenue for both the Rubrik-branded Appliances and software licenses are recognized at the same time. Revenue related to professional services is typically recognized as the services are performed. In the third quarter of fiscal 2023, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers and this was largely completed in fiscal 2025. We expect other revenue to be largely driven by sales of professional services in the future and as a percentage of total revenue to decrease over time.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Cost of Revenue

Cost of revenue primarily includes employee compensation and related expenses associated with customer support, certain hosting costs, amortization of capitalized internal-use software, amortization of finite-lived intangible assets and cost of Rubrik-branded Appliances.

Cost of Subscription Revenue

Cost of subscription revenue primarily includes employee compensation and related expenses associated with customer support for our subscription offerings, certain hosting costs, amortization of capitalized internal-use software, and amortization of finite-lived intangible assets. We expect our cost of subscription revenue to increase as our subscription revenue increases.

Cost of Maintenance Revenue

Cost of maintenance revenue primarily includes employee compensation and related expenses associated with customer support from our perpetual licenses. Over the long-term, we expect our cost of maintenance revenue to decrease as our maintenance revenue decreases.

Cost of Other Revenue

Cost of other revenue primarily includes the cost of Rubrik-branded Appliances and professional services. We expect cost of other revenue as a percentage of total cost of revenue to decrease due to the sales of Rubrik-branded Appliances transitioning from us to our contract manufacturers which was largely completed in fiscal 2025. Over the long-term, we expect the cost of other revenue to be largely driven by sales of professional services.

Gross Profit and Margin

Gross profit is revenue less cost of revenue.

Gross margin is gross profit expressed as a percentage of revenue. Our gross margin has been, and will continue to be, affected by a number of factors, including the mix of subscription term-based licenses, SaaS subscriptions, and other products, when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights, the timing and extent of our investments in our global customer support organization, certain hosting costs, the amortization of capitalized internal-use software, and stock-based compensation expense. Over time, we expect our gross margin to fluctuate due to the factors described above.

Subscription Gross Margin

With increased adoption of RSC, we expect SaaS revenue to increase as a percentage of total revenue, which we expect will result in an increase in associated hosting costs. As customers adopt RSC, we expect our subscription gross margin to fluctuate through fiscal 2027. This is due to the revenue being recognized ratably over the subscription term rather than a portion being recognized upfront from subscription term-based licenses and associated increases in hosting costs for our SaaS solutions. We expect our subscription gross margin to fluctuate as customers adopt data security SaaS solutions on the RSC platform.

Maintenance Gross Margin

We expect maintenance revenue to decrease as a percentage of total revenue, which we expect will result in a decrease in maintenance costs. We expect our maintenance margin to fluctuate until the end of fiscal 2026 as maintenance revenue and related costs decline as customers adopt RSC.

Other Gross Margin

We expect sales of Rubrik-branded Appliances to decrease as we transition the sale from us to contract manufacturers, which will result in a decrease in associated Rubrik-branded Appliance costs. The transition of the sale of Rubrik-branded Appliances to our contract manufacturers was largely completed in fiscal 2025. Over the long-term, we expect other gross margin to be largely driven by sales of professional services.

Operating Expenses

Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are the most significant component of operating expenses. We also incur other non-personnel costs such as colocation and certain hosting costs, office space costs, fees for third-party professional services, and costs associated with software and subscription services. We expect our operating expenses will continue to increase as our business grows. We also expect our operating expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Research and Development

Research and development expenses consist primarily of employee compensation and related expenses, net of capitalized amounts, and colocation and certain hosting costs. To capture share in the ever-growing data security market, we expect to continuously innovate our platform and product functionality and will continue to invest in research and development. We expect our research and development expenses will continue to increase as our business grows. We also expect our research and development expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.

Sales and Marketing

Sales and marketing expenses consist primarily of employee compensation and related expenses including sales commissions, marketing programs, and travel-related costs. To capture share in the ever-growing data security market, we expect to continuously expand our sales force, increase our marketing efforts, and expand into new markets. We expect our sales and marketing expenses will continue to increase as our business grows. We also expect our sales and marketing expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.

General and Administrative

General and administrative expenses consist primarily of employee compensation and related expenses for administrative functions, including finance, legal, human resources, information technology, and fees for third-party professional services. We expect our general and administrative expenses will continue to increase as our business grows. We also expect our general and administrative expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.

Other Non-Operating Income (Expense)

Other non-operating income (expense) consists primarily of interest income, interest expense, loss on debt extinguishment, and foreign exchange gains and losses.

Income Tax Expense (Benefit)

Income tax expense consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, as well as federal and state income taxes in the United States. We have recorded U.S. federal and state net deferred tax assets for which we provide a full valuation allowance, which includes net operating loss carryforwards and tax credits. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not that some or all of those deferred tax assets may not be realized based on our history of losses.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Results of Operations

The following tables summarize our unaudited condensed consolidated statements of operations data for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024

	(in thousands)
Revenue
Subscription	$	336,390	$	221,511	$	899,008	$	585,021
Maintenance	1,508		4,342		5,798		15,027
Other	12,268		10,325		33,701		28,396
Total revenue	350,166		236,178		938,507		628,444
Cost of revenue
Subscription(1)	59,842		46,486		167,778		166,006
Maintenance(1)	187		824		983		5,473
Other(1)	8,108		8,836		23,418		35,814
Total cost of revenue	68,137		56,146		192,179		207,293
Gross profit	282,029		180,032		746,328		421,151
Operating expenses
Research and development(1)	97,581		80,050		271,503		451,657
Sales and marketing(1)	193,151		158,907		545,129		706,163
General and administrative(1)	66,780		65,862		192,733		281,248
Total operating expenses	357,512		304,819		1,009,365		1,439,068
Loss from operations	(75,483)		(124,787)		(263,037)		(1,017,917)
Interest income	16,591		7,468		36,480		17,688
Interest expense	(1,080)		(10,310)		(16,134)		(31,179)
Loss on debt extinguishment	—		—		(6,653)		—
Other income (expense), net	(965)		(1,333)		(6,515)		(3,406)
Loss before income taxes	(60,937)		(128,962)		(255,859)		(1,034,814)
Income tax expense	2,892		1,948		6,003		5,117
Net loss	$	(63,829)	$	(130,910)	$	(261,862)	$	(1,039,931)
Net loss per share, basic and diluted	$	(0.32)	$	(0.71)	$	(1.34)	$	(7.27)
Weighted-average shares used in computing net loss per share, basic and diluted	198,379		183,590		195,001		142,985

(1) Includes stock-based compensation expense as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024

	(in thousands)
Cost of revenue
Subscription	$	4,164	$	4,684	$	12,275	$	45,358
Maintenance	35		196		193		2,939
Other	614		1,075		2,021		13,603
Research and development	29,135		23,088		73,681		275,562
Sales and marketing	29,818		27,468		83,600		301,611
General and administrative	18,701		36,016		72,694		188,802
Total stock-based compensation expense	$	82,467	$	92,527	$	244,464	$	827,875

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

The following table sets forth our unaudited condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Revenue
Subscription	96	%	94	%	96	%	93	%
Maintenance	—		2		1		2
Other	4		4		3		5
Total revenue	100		100		100		100
Cost of revenue
Subscription	17		20		18		26
Maintenance	—		1		—		1
Other	2		3		2		6
Total cost of revenue	19		24		20		33
Gross profit	81		76		80		67
Operating expenses
Research and development	28		34		29		72
Sales and marketing	56		67		58		112
General and administrative	19		28		21		45
Total operating expenses	103		129		108		229
Loss from operations	(22)		(53)		(28)		(162)
Interest income	5		3		4		3
Interest expense	—		(4)		(2)		(5)
Loss on debt extinguishment	—		—		(1)		—
Other income (expense), net	—		(1)		(1)		(1)
Loss before income taxes	(17)		(55)		(28)		(165)
Income tax expense	1		—		—		—
Net loss	(18)	%	(55)	%	(28)	%	(165)	%

Comparison of the Three and Nine Months Ended October 31, 2025 and 2024

Revenue


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Revenue
Subscription	$	336,390	$	221,511	$	114,879	52	%
Maintenance	1,508		4,342		(2,834)		(65)	%
Other	12,268		10,325		1,943		19	%
Total revenue	$	350,166	$	236,178	$	113,988	48	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Revenue
Subscription	$	899,008	$	585,021	$	313,987	54	%
Maintenance	5,798		15,027		(9,229)		(61)	%
Other	33,701		28,396		5,305		19	%
Total revenue	$	938,507	$	628,444	$	310,063	49	%

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Growth in subscription revenue for the three and nine months ended October 31, 2025 was driven by growth in Subscription ARR and some benefits as customers exercised or forfeited their Subscription Credits. For the three months ended October 31, 2025, non-recurring revenue related to material rights accounted for approximately $24.6 million in non-recurring revenue. We expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits for the remainder of fiscal 2026, although we expect a sequential decrease in the amount of revenue attributable to material rights. We believe these benefits will decline for the remainder of fiscal 2026. Moreover, we expect these benefits will further decline in fiscal 2027.

Our Subscription ARR grew from $1.00 billion as of October 31, 2024 to $1.35 billion as of October 31, 2025, representing a 34% increase. Of the increase in Subscription ARR, approximately 1.2 percentage points are a result of transitioning our existing maintenance customers to our subscription editions. A further indication of our ability to expand revenue from existing customers is through our average subscription dollar-based net retention rate which was over 120% as of October 31, 2025. We had 2,638 customers with $100,000 or more in Subscription ARR as of October 31, 2025, increasing from 2,085 as of October 31, 2024.

Maintenance revenue associated with sales of perpetual licenses of our legacy CDM product decreased for the three and nine months ended October 31, 2025. Maintenance revenue represented less than 1% and 2% of total revenue for the three months ended October 31, 2025 and 2024, respectively, and 1% and 2% of total revenue for nine months ended October 31, 2025 and 2024, respectively. We expect the transition of existing maintenance customers adopting RSC subscription offerings to be largely completed by the end of fiscal 2026.

Other revenue increased for the three and nine months ended October 31, 2025 due to an increase in professional services. We expect our other revenue as a percentage of total revenue to continue to decrease.

Cost of Revenue


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Cost of revenue
Subscription	$	59,842	$	46,486	$	13,356	29	%
Maintenance	187		824		(637)		(77)	%
Other	8,108		8,836		(728)		(8)	%
Total cost of revenue	$	68,137	$	56,146	$	11,991	21	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Cost of revenue
Subscription	$	167,778	$	166,006	$	1,772	1	%
Maintenance	983		5,473		(4,490)		(82)	%
Other	23,418		35,814		(12,396)		(35)	%
Total cost of revenue	$	192,179	$	207,293	$	(15,114)	(7)	%

Cost of subscription revenue increased for the three months ended October 31, 2025 primarily driven by an increase of $8.2 million in hosting cost and an increase of $2.3 million from growth in our customer support organization. Cost of subscription revenue increased for the nine months ended October 31, 2025 primarily driven by an increase of $21.5 million in hosting costs due to the launch and adoption of more SaaS products by our customers, an increase of $8.8 million from growth in our customer support organization, an increase of $3.0 million in amortization of capitalized internal-use software, and an increase of $1.8 million of amortization of acquired technology, partially offset by $33.0 million decrease in stock-based compensation expense as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.

Cost of maintenance revenue decreased for the three and nine months ended October 31, 2025 primarily driven by a decrease in stock-based compensation expense as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.

Cost of other revenue decreased for the three and nine months ended October 31, 2025 primarily driven by a $0.5 million and $11.5 million decrease respectively, in stock-based compensation expense, as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Gross Profit and Gross Margin


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Gross profit
Subscription	$	276,548	$	175,025	$	101,523	58	%
Maintenance	1,321		3,518		(2,197)		(62)	%
Other	4,160		1,489		2,671		179	%
Total gross profit	$	282,029	$	180,032	$	101,997	57	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Gross profit
Subscription	$	731,230	$	419,015	$	312,215	75	%
Maintenance	4,815		9,554		(4,739)		(50)	%
Other	10,283		(7,418)		17,701		(239)	%
Total gross profit	$	746,328	$	421,151	$	325,177	77	%


	Three Months Ended October 31,				Nine Months Ended October 31,
	2025		2024		2025		2024
Gross margin
Subscription	82	%	79	%	81	%	72	%
Maintenance	88	%	81	%	83	%	64	%
Other	34	%	14	%	31	%	(26)	%
Total gross margin	81	%	76	%	80	%	67	%

Subscription gross margin increased for the three and nine months ended October 31, 2025 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO, partially offset by an increase in hosting costs associated with our development and launch of more SaaS products.

Maintenance gross margin increased for the three and nine months ended October 31, 2025 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO.

Other gross margin increased for the three and nine months ended October 31, 2025 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO.

Operating Expenses

Research and Development


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Research and development	$	97,581	$	80,050	$	17,531	22	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Research and development	$	271,503	$	451,657	$	(180,154)	(40)	%

Research and development expenses increased for the three months ended October 31, 2025 primarily driven by an increase of $12.9 million in employee compensation and related expenses. Research and development expenses decreased for the nine months ended October 31, 2025. Employee compensation and related expenses decreased by $188.5 million due to a decrease of $201.9 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Sales and Marketing


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Sales and marketing	$	193,151	$	158,907	$	34,244	22	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Sales and marketing	$	545,129	$	706,163	$	(161,034)	(23)	%

Sales and marketing expenses increased for the three months ended October 31, 2025 primarily driven by an increase of $16.9 million in employee compensation and related expenses. Sales and marketing expenses decreased for the nine months ended October 31, 2025. Employee compensation and related expenses decreased by $189.4 million due to a decrease of $218.0 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.

General and Administrative


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
General and administrative	$	66,780	$	65,862	$	918	1	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
General and administrative	$	192,733	$	281,248	$	(88,515)	(31)	%

General and administrative expenses increased for the three months ended October 31, 2025 primarily driven by an increase of $11.8 million in charitable donations, partially offset by decrease in employee compensation and related expenses. General and administrative expenses decreased for the nine months ended October 31, 2025. Employee compensation and related expenses decreased by $114.1 million due to a decrease of $116.1 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.

Other Non-Operating Income (Expense)


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Interest income	$	16,591	$	7,468	$	9,123	122	%
Interest expense	(1,080)		(10,310)		9,230		(90)	%

Other income (expense), net	(965)		(1,333)		368		(28)	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Interest income	$	36,480	$	17,688	$	18,792	106	%
Interest expense	(16,134)		(31,179)		15,045		(48)	%
Loss on debt extinguishment	(6,653)		—		(6,653)		(100)	%
Other income (expense), net	(6,515)		(3,406)		(3,109)		91	%

Interest income increased for the three and nine months ended October 31, 2025 due to higher cash, cash equivalents, and investment balances.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Interest expense decreased for the three and nine months ended October 31, 2025 as our 2023 Amended Credit Facility was fully repaid in June 2025.

Loss on debt extinguishment increased for the nine months ended October 31, 2025 due to the write-off of unamortized debt discount and issuance costs and prepayment premium paid upon the full repayment of borrowings under our 2023 Amended Credit Facility.

Other income (expense), net includes foreign exchange gains and losses and fluctuations are driven by the strengthening or weakening of the US dollar against foreign currencies on our foreign-denominated intercompany payables.

Income Tax Expense


	Three Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Income tax expense	$	2,892	$	1,948	$	944	48	%


	Nine Months Ended October 31,
	2025		2024		$ Change		% Change
	(dollars in thousands)
Income tax expense	$	6,003	$	5,117	$	886	17	%

Our income tax expense increased for the three months ended October 31, 2025 due to an increase in our foreign earnings, partially offset by higher tax benefits from stock-based compensation deductions in the UK.

Our income tax expense increased for the nine months ended October 31, 2025 due to a one-time benefit associated with several of our foreign subsidiaries making an election to be treated as U.S. branches for federal income tax purposes effective in fiscal 2024, partially offset by higher tax benefits from stock-based compensation deductions in the UK.

Our effective tax rate may fluctuate significantly and could be adversely affected to the extent that earnings are lower than anticipated in countries that have lower statutory tax rates and higher than anticipated in countries that have higher statutory tax rates. In addition, tax authorities may challenge our transfer pricing policies, resulting in a higher effective tax rate.

Liquidity and Capital Resources

To date, we have financed our operations principally through proceeds received from issuance of equity and debt securities and payments received from customers. In April 2024, we completed our IPO which resulted in proceeds of approximately $710.3 million, net of underwriting discounts and commissions. In May 2024, our underwriters exercised their option to purchase an additional 3,472,252 shares of our Class A common stock at the IPO Price of $32.00 per share. We received net proceeds of approximately $104.9 million, net of underwriters’ discounts and commissions.

In June 2022, we entered into a $195.0 million credit facility (the "Prior Credit Facility"), consisting of initial term loans in an aggregate principal amount of $175.0 million and delayed draw term loan commitments in an aggregate principal amount of $20.0 million. The Prior Credit Facility was scheduled to mature in June 2027. We borrowed the full amount of the initial term loans in June 2022, the proceeds of which were used for general corporate purposes, and subsequently drew approximately $14.5 million of delayed draw term loans to pay accrued quarterly interest payments under the Prior Credit Facility.

In August 2023, we amended and restated the Prior Credit Facility (the "Amended Credit Facility"), to increase the total borrowing capacity thereunder to $330.0 million, consisting of initial term loans in an aggregate principal amount of approximately $289.5 million and delayed draw term loan commitments in an aggregate principal amount of approximately $40.5 million. The Amended Credit Facility was scheduled to mature in August 2028. We borrowed the full amount of the initial term loans and approximately $4.1 million of delayed draw term loans under the Amended Credit Facility on the closing date of the Amended Credit Facility in order to (i) refinance and replace in full the outstanding term loans under the Prior Credit Facility, (ii) finance the consideration for the acquisition of Laminar, and (iii) pay the accrued quarterly interest under the Prior Credit Facility then due.

In June 2025, we repaid the outstanding balance of $327.9 million under the Amended Credit Facility and terminated the Amended Credit Agreement.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

In June 2025, we completed a private offering to qualified institutional buyers of $1.15 billion aggregate principal amount of 0.00% convertible senior notes due 2030 (the “Convertible Notes" or "Notes"). The Convertible Notes are general unsecured obligations of the Company and will mature on June 15, 2030, unless earlier converted, redeemed or repurchased. Net proceeds from the issuance of the Convertible Notes were approximately $1.13 billion. The outstanding principal of the Convertible Notes was $1.15 billion as of October 31, 2025.

In connection with the Convertible Notes, we entered into privately negotiated capped call transactions with certain affiliates of certain initial purchasers of the Convertible Notes and other financial institutions (the “Capped Calls”) for a cost of $88.6 million. The Capped Calls are expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price initially equal to $175.10 per share. We used a portion of the net proceeds from the Convertible Notes to pay the $88.6 million cost of the Capped Calls and repay the outstanding balance of $327.9 million under the Amended Credit Facility. We expect to use the remaining net proceeds from the Convertible Notes for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses and capital expenditures.

In July 2025, we acquired all outstanding stock of Predibase, a developer platform. We accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $109.1 million, of which $14.5 million was in cash and the remainder in common stock. The acquisition of Predibase is to help us accelerate our agentic AI adoption from pilot to production at scale.

In October 2025, we completed two immaterial acquisitions for aggregate purchase consideration of $11.0 million and accounted for them as business combinations. An aggregate of $9.9 million was paid in cash on the respective acquisition dates.

Our billings grow with new business growth. The majority of our billings are driven by invoicing our customers for multi-year commitments. However, this may evolve as customers have opted to, and may continue to opt to, pay us on an annual or consumption basis based on products purchased due to the growth in our SaaS product offerings. In addition, our billings are subject to seasonality, with billings in the fourth quarter being substantially higher than in the other three quarters. As of October 31, 2025, we had cash, cash equivalents, and short-term investments of $1.60 billion. Our cash equivalents and investments primarily consist of money market funds, certificate of deposit, U.S. treasuries, commercial paper, corporate bonds, and U.S. government agencies securities. We have generated significant operating losses from our operations as reflected in our accumulated deficit of $3.10 billion as of October 31, 2025. We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts for the foreseeable future due to the investments we intend to make as described above. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.

We believe that our existing cash and cash equivalents will be sufficient to fund our operating and capital needs for at least the next 12 months.

Our longer-term future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, and the continuing market adoption of our platform. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash and long-term investment balances, and potential future debt or equity financings. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We continue to assess our capital structure and evaluate the merits of deploying available cash. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition, and operating results would be adversely affected.

The following table summarizes our cash flows for the periods presented:


	Nine Months Ended October 31,
	2025		2024

	(in thousands)
Net cash provided by (used in) operating activities	$	189,863	$	(35,369)
Net cash used in investing activities	$	(811,472)	$	(387,600)
Net cash provided by financing activities	$	736,012	$	396,100

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Operating Activities

Our largest source of operating cash is payments received from our customers. We typically invoice our customers in advance for multi-year contracts. Therefore, a substantial source of our cash is from such prepayments, which are included on our unaudited condensed consolidated balance sheets in deferred revenue. We generally experience seasonality based on when we enter into agreements with our customers. Given the seasonality in our business, the operating cash flow benefit from increased collections from our customers generally occurs in the subsequent quarter after billing. We expect seasonality, timing of billings, billings terms, and collections from our customers to have a material impact on our cash flow from operating activities from period to period. Our primary uses of cash in operating activities are for employee compensation and related expenses, sales commissions, fees for third-party professional services, colocation and hosting costs, marketing programs, and discretionary cash payments of our debt interest expense pursuant to the terms of our Amended Credit Facility and prepayments of other spend. Our cash flow from operating activities may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses.

For the nine months ended October 31, 2025, net cash provided by operating activities of $189.9 million resulted primarily from a net loss of $261.9 million, partially offset by $244.5 million of stock-based compensation, $79.3 million of amortization of deferred commissions, $26.4 million for depreciation and amortization, $6.7 million of loss on debt extinguishment, and $93.7 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $267.0 million increase in deferred revenue from increased billings, and a $17.1 million increase in accrued expenses and other liabilities. The cash inflow was partially offset by a $89.4 million increase in deferred commissions, a $42.7 million increase in accounts receivable, and a $59.7 million increase in prepaid expenses and other assets. The increase in prepaid expenses and other assets includes $77.0 million prepayment, of which $47.2 million is incremental year over year, made during the three months ended October 31, 2025 for our hosting costs that are related to the launch and adoption of more SaaS products by our customers.

For the nine months ended October 31, 2024, net cash used in operating activities of $35.4 million resulted primarily from a net loss of $1,039.9 million, partially offset by $827.9 million of stock-based compensation, $66.4 million of amortization of deferred commissions, $29.1 million for non-cash interest related to debt, $21.5 million for depreciation and amortization, and $62.8 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $177.0 million increase in deferred revenue from increased billings and a $3.9 million increase in accounts payable. The cash inflow was partially offset by a $90.4 million increase in deferred commissions, a $14.3 million increase in prepaid expense and other assets and a $14.3 million increase in accounts receivable.

Investing Activities

For the nine months ended October 31, 2025, net cash used in investing activities of $811.5 million resulted from $1.29 billion in purchases of investments, $20.9 million paid for acquisitions, $11.0 million in capitalized internal-use software, and $11.1 million in purchases of property and equipment, partially offset by $520.9 million in proceeds from maturities of investments.

For the nine months ended October 31, 2024, net cash used in investing activities of $387.6 million resulted from $641.3 million in purchases of investments, $11.3 million in purchases of property and equipment, and $6.9 million in capitalized internal-use software, offset by $271.9 million in proceeds from maturities and sales of investments.

Financing Activities

For the nine months ended October 31, 2025, net cash provided by financing activities of $736.0 million resulted primarily from $800.2 million in proceeds from issuance of the Convertible Notes, net of full repayment of our 2023 Amended Credit Facility, $29.0 million in proceeds from issuance of common stock under employee stock purchase plan and $3.6 million from the exercise of stock options, partially offset by $88.6 million paid to purchase Capped Calls and $6.3 million in taxes paid related to net share settlement of equity awards.

For the nine months ended October 31, 2024, net cash provided by financing activities of $396.1 million resulted primarily from $815.2 million in proceeds from our IPO and underwriters' exercise of over-allotment option, net of underwriting discounts and commissions, $11.1 million in proceeds from issuance of common stock under employee stock purchase plan, and $6.6 million from the exercise of stock options, partially offset by $432.5 million in taxes paid related to the net share settlement of equity awards that vested upon our IPO, and $3.5 million for payment of deferred offering costs.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Material Cash Requirements

Our material cash requirements primarily consist of operating lease commitments for our offices and data centers, non-cancelable purchase commitments related to third-party cloud hosting services, and long-term debt. Except as already disclosed in Note 7. Leases, Note 8. Debt and Note 9. Commitments and Contingencies in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there has been no other material change in our material cash requirements other than in the ordinary course of business since our fiscal year ended January 31, 2025. See our Annual Report for additional information regarding our contractual obligations.

In June 2025, we amended an existing hosting service contract with a third party. The amendment extended the original contract term by approximately two years to April 2029, which resulted in an increase of $375.0 million in minimum spending amount. As of October 31, 2025, we had $336.3 million remaining on this commitment.

Critical Accounting Policies and Estimates

Our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses as well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates discussed in our Annual Report.

Recently Issued Accounting Pronouncements

See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Based on the market value of our Class A common stock held by non-affiliates as of July 31, 2025, we will cease to qualify as an emerging growth company, effective as of January 31, 2026.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have operations in the United States and internationally, and we are exposed to market risk in the ordinary course of our business.

Interest Rate Risk

As of October 31, 2025, we had cash, cash equivalents, and short-term investments of $1.60 billion and restricted cash of $7.4 million. Our cash, cash equivalents, and short-term investments are held for working capital purposes. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuations in interest rates, which may affect our interest income. A hypothetical 1% increase or decrease in interest rates would not have a material effect on the fair market value of our portfolio.

In June 2025, we issued $1.15 billion aggregate principal amount of Convertible Notes in a private offering to qualified institutional buyers. The fair value of the Convertible Notes is subject to market risk and other factors due to the conversion feature. The fair value of the Convertible Notes generally increases as our Class A common stock price increases, and generally decreases as our Class A common stock price declines. The market value changes affect the fair value of the Convertible Notes, but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation.

Foreign Currency Risk

Our reporting currency is the U.S. dollar and the functional currency for all of our foreign subsidiaries are the respective local currencies. All of our sales contracts are denominated in U.S. dollars. A portion of our operating expenses are incurred outside of the United States, denominated in foreign currencies, and subject to fluctuations due to changes in foreign currency exchange rates. Our unaudited condensed consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. We do not believe a 10% increase or decrease in the relative value of the U.S. dollar would have a material impact on our results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we are involved in various legal proceedings arising from activities in the normal course of business. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, results of operations, and cash flows. Defending any legal proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

Investing in our Class A common stock involves various risks, including those described below. You should consider and read carefully all of the risks and uncertainties described below, together with all of the other information contained in this Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the trading price of our Class A common stock could decline, and you may lose some or all of your original investment.

Risks Related to Our Business

Our recent rapid growth may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects.

Our revenue was $938.5 million and $628.4 million for the nine months ended October 31, 2025 and 2024, respectively. You should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. Even if our revenue continues to increase, we expect that our revenue growth rate will fluctuate in the future as a result of a variety of factors, including our transition for new and existing customers to sales of Rubrik Security Cloud ("RSC"), for which an increasing amount of our software revenue will be recognized ratably.

Overall growth of our revenue also depends on a number of factors, including our ability to:

•expand the features and functionality of our data security products as well as increase the amount of data sources protected across enterprise, cloud, SaaS, unstructured data, and identity providers;

•securely deploy generative AI while delivering exceptional accuracy and efficiency using agentic applications;

•extend our product leadership to expand our addressable market;

•differentiate our data security products from products offered by others;

•successfully develop a substantial sales pipeline for our products;

•hire sufficient sales personnel to support our growth and reduce the time for such personnel to achieve desired productivity levels;

•attract new customers and expand sales to our existing customers, including by effectively marketing and pricing our data security products and successfully transitioning existing customers to RSC;

•increase awareness of our brand on a global basis as a data security company to successfully compete with other companies;

•provide our customers with support that meets their needs;

•effectively leverage and expand our partner ecosystem;

•protect against security incidents;

•successfully protect our intellectual property in the United States and other jurisdictions; and

•expand to new international markets and grow within existing markets.

We may not successfully accomplish any of these objectives, and as a result, it is difficult for us to forecast our future results of operations. If the assumptions that we use to plan our business are incorrect or if we are unable to maintain consistent revenue or revenue growth, our stock price could be volatile and we may not be able to achieve and maintain profitability. You should not rely on our revenue for any prior quarterly or annual periods as any indication of our future revenue or revenue growth.

Rubrik, Inc.

Q3 2026 Form 10-Q

Table of Contents

In addition, we expect to continue to expend substantial financial and other resources on:

•expansion and enablement of our sales, services, and marketing organizations to increase brand awareness and drive adoption of our solutions;

•product development, including investments in our product development team and the development of new products, new features, and functionality for our platform and products;

•our cloud infrastructure technology, including systems architecture, scalability, availability, performance, and security;

•our use and development of AI technologies and tools;

•our partner ecosystem;

•international expansion;

•acquisitions or strategic investments;

•our information security program; and

•general administration, including increased legal, human resources, and accounting expenses associated with being a public company.

These investments may not result in increased revenue for our business. If we are unable to maintain or increase our revenue at a rate sufficient to offset the expected increase in our costs, our business, financial condition, and results of operations will be harmed, and we may not be able to achieve or maintain profitability. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, decreased revenue growth associated with general macroeconomic and market conditions, volatility, or disruptions (including the effect of those events on our customers) and other unknown factors that may result in losses in future periods. If our revenue does not meet our expectations in future periods, our business, financial condition, and results of operations may be harmed.

Rubrik, Inc. 10-Q