Rubrik, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Rubrik, Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) 80 Consolidated Balance Sheets 81 Consolidated Statements of Operations 82 Consolidated Statements of Comprehensive Loss 83 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit 84 Consolidated Statements of Cash Flows 85 Notes to Consolidated Financial Statements 86 All other schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes thereto. Rubrik, Inc. 2025 Form 10-K 79 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Rubrik, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Rubrik, Inc. and subsidiaries (the Company) as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for each of the years in the three-year period ended January 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2018. Santa Clara, California March 20, 2025 Rubrik, Inc. 2025 Form 10-K 80 Table of Contents Rubrik, Inc. CONSOLIDATED BALANCE SHEETS (in thousands, except share and par value amounts) January 31, 2025 2024 Assets Current assets Cash and cash equivalents $ 186,331 $ 130,031 Short-term investments 518,813 149,220 Accounts receivable, net of allowances of $ 499 and $ 247 177,627 133,544 Deferred commissions 91,919 72,057 Prepaid expenses and other current assets 102,951 63,861 Total current assets 1,077,641 548,713 Property and equipment, net 53,194 47,873 Deferred commissions, noncurrent 132,465 113,814 Goodwill 100,343 100,343 Other assets, noncurrent 59,331 62,867 Total assets $ 1,422,974 $ 873,610 Liabilities, redeemable convertible preferred stock and stockholders’ deficit Current liabilities Accounts payable $ 10,439 $ 6,867 Accrued expenses and other current liabilities 162,602 122,934 Deferred revenue 777,135 526,480 Total current liabilities 950,176 656,281 Deferred revenue, noncurrent 642,370 579,781 Other liabilities, noncurrent 61,821 55,050 Debt, noncurrent 322,341 287,042 Total liabilities 1,976,708 1,578,154 Commitments and contingencies (Note 9) Redeemable convertible preferred stock, $ 0.000025 par value – zero and 74,182,559 shares authorized as of January 31, 2025 and 2024, respectively; zero and 74,182,559 shares issued and outstanding as of January 31, 2025 and 2024, respectively; liquidation preference of zero and $ 715,100 as of January 31, 2025 and 2024, respectively — 714,713 Stockholders’ deficit Preferred stock, $ 0.000025 par value – 20,000,000 and zero shares authorized as of January 31, 2025 and 2024, respectively; zero shares issued and outstanding as of January 31, 2025 and 2024, respectively — — Common stock, $ 0.000025 par value – zero and 203,935,682 shares authorized as of January 31, 2025 and 2024, respectively; zero and 55,862,729 shares issued and outstanding as of January 31, 2025 and 2024, respectively — 1 Convertible founders stock, $ 0.000125 par value – zero and 5,400,000 shares authorized as of January 31, 2025 and 2024, respectively; zero and 5,400,000 shares issued and outstanding as of January 31, 2025 and 2024, respectively — — Class A common stock, $ 0.000025 par value – 1,070,000,000 and zero shares authorized as of January 31, 2025 and 2024, respectively; 101,981,023 and zero shares issued and outstanding as of January 31, 2025 and 2024, respectively 3 — Class B common stock, $ 0.000025 par value – 210,000,000 and zero shares authorized as of January 31, 2025 and 2024, respectively; 87,785,767 and zero shares issued and outstanding as of January 31, 2025 and 2024, respectively 2 — Additional paid-in capital 2,291,829 265,494 Accumulated other comprehensive loss ( 8,235 ) ( 2,239 ) Accumulated deficit ( 2,837,333 ) ( 1,682,513 ) Total stockholders’ deficit ( 553,734 ) ( 1,419,257 ) Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 1,422,974 $ 873,610 The accompanying notes are an integral part of these consolidated financial statements. Rubrik, Inc. 2025 Form 10-K 81 Table of Contents Rubrik, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended January 31, 2025 2024 2023 Revenue Subscription $ 828,740 $ 537,869 $ 385,272 Maintenance 18,408 38,745 76,220 Other 39,396 51,278 138,327 Total revenue 886,544 627,892 599,819 Cost of revenue Subscription 215,036 97,927 62,294 Maintenance 6,068 6,472 15,059 Other 44,644 40,563 104,661 Total cost of revenue 265,748 144,962 182,014 Gross profit 620,796 482,930 417,805 Operating expenses Research and development 531,615 206,527 175,057 Sales and marketing 867,518 482,532 417,542 General and administrative 355,695 100,377 86,754 Total operating expenses 1,754,828 789,436 679,353 Loss from operations ( 1,134,032 ) ( 306,506 ) ( 261,548 ) Interest income 25,353 11,216 5,140 Interest expense ( 41,253 ) ( 30,295 ) ( 11,709 ) Other income (expense), net 1,480 ( 1,884 ) ( 1,033 ) Loss before income taxes ( 1,148,452 ) ( 327,469 ) ( 269,150 ) Income tax expense 6,368 26,689 8,596 Net loss $ ( 1,154,820 ) $ ( 354,158 ) $ ( 277,746 ) Net loss per share attributable to common stockholders, basic and diluted $ ( 7.48 ) $ ( 5.84 ) $ ( 4.66 ) Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 154,294 60,628 59,590 The accompanying notes are an integral part of these consolidated financial statements. Rubrik, Inc. 2025 Form 10-K 82 Table of Contents Rubrik, Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended January 31, 2025 2024 2023 Net loss $ ( 1,154,820 ) $ ( 354,158 ) $ ( 277,746 ) Foreign currency translation adjustment, net of tax ( 6,274 ) ( 1,355 ) ( 1,009 ) Unrealized gain (loss) on available-for-sale securities, net of tax 278 417 ( 204 ) Total other comprehensive loss, net of tax ( 5,996 ) ( 938 ) ( 1,213 ) Comprehensive loss $ ( 1,160,816 ) $ ( 355,096 ) $ ( 278,959 ) The accompanying notes are an integral part of these consolidated financial statements. Rubrik, Inc. 2025 Form 10-K 83 Table of Contents Rubrik, Inc. CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT (In thousands, except share amounts) 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, 2022 74,182,559 $ 714,713 59,156,335 $ 1 $ 231,354 $ ( 88 ) $ ( 1,050,609 ) $ ( 819,342 ) Issuance of common stock upon exercise of stock options — — 669,122 — 3,809 — — 3,809 Repurchases of unvested common stock — — ( 750 ) — — — — — Vesting of early exercise stock options — — — — 164 — — 164 Issuance of common stock for settlement of restricted stock units — — 54,010 — — — — — Stock-based compensation — — — — 6,999 — — 6,999 Other comprehensive loss — — — — — ( 1,213 ) — ( 1,213 ) Net loss — — — — — — ( 277,746 ) ( 277,746 ) Balances as of January 31, 2023 74,182,559 714,713 59,878,717 1 242,326 ( 1,301 ) ( 1,328,355 ) ( 1,087,329 ) Issuance of common stock upon exercise of stock options — — 884,012 — 3,383 — — 3,383 Issuance of common stock for business acquisition — — 500,000 — 14,070 — — 14,070 Stock-based compensation — — — — 5,715 — — 5,715 Other comprehensive loss — — — — — ( 938 ) — ( 938 ) Net loss — — — — — — ( 354,158 ) ( 354,158 ) 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 — — 1,548,712 — 8,516 — — 8,516 Issuance of common stock upon settlement of restricted stock units — — 25,393,769 1 ( 432,513 ) — — ( 432,512 ) Issuance of common stock under employee stock purchase plan — — 406,769 — 11,064 — — 11,064 Stock-based compensation — — — — 919,423 — — 919,423 Other comprehensive loss — — — — — ( 5,996 ) — ( 5,996 ) Net loss — — — — — — ( 1,154,820 ) ( 1,154,820 ) Balances as of January 31, 2025 — $ — 189,766,790 $ 5 $ 2,291,829 $ ( 8,235 ) $ ( 2,837,333 ) $ ( 553,734 ) The accompanying notes are an integral part of these consolidated financial statements. Rubrik, Inc. 2025 Form 10-K 84 Table of Contents Rubrik, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended January 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 1,154,820 ) $ ( 354,158 ) $ ( 277,746 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 28,868 24,305 22,366 Stock-based compensation 913,913 5,715 6,954 Amortization of deferred commissions 90,303 76,530 81,288 Non-cash interest 34,256 10,117 8,504 Deferred income taxes 1,241 1,937 4,447 Other ( 7,249 ) ( 2,836 ) ( 1,034 ) Changes in operating assets and liabilities: Accounts receivable ( 44,255 ) 17,157 8,754 Deferred commissions ( 128,816 ) ( 107,148 ) ( 135,016 ) Prepaid expenses and other assets ( 48,818 ) 2,251 ( 32,702 ) Accounts payable 4,479 ( 1,012 ) ( 7,491 ) Accrued expenses and other liabilities 45,882 22,872 2,144 Deferred revenue 313,244 299,752 338,819 Net cash provided by (used in) operating activities 48,228 ( 4,518 ) 19,287 Cash flows from investing activities: Purchases of property and equipment ( 16,885 ) ( 12,333 ) ( 25,017 ) Capitalized internal-use software ( 9,714 ) ( 7,675 ) ( 9,281 ) Purchases of investments ( 797,084 ) ( 246,004 ) ( 219,040 ) Sale of investments 32,977 7,503 35,910 Maturities of investments 407,264 255,214 92,240 Payment for business combination, net of cash acquired — ( 90,328 ) — Net cash used in investing activities ( 383,442 ) ( 93,623 ) ( 125,188 ) 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 ( 432,512 ) — — Proceeds from exercise of stock options 8,515 3,383 3,816 Proceeds from issuance of common stock under employee stock purchase plan 11,064 — — Repurchases of unvested common stock — — ( 6 ) Payments for deferred offering costs, net ( 3,545 ) ( 3,734 ) ( 2,725 ) Proceeds from issuance of debt, net of discount — 96,525 171,463 Payments for debt discount costs ( 475 ) — — Payments for debt issuance costs ( 233 ) ( 225 ) ( 725 ) Net cash provided by financing activities 398,023 95,949 171,823 Effect of exchange rate on cash, cash equivalents, and restricted cash ( 6,274 ) ( 1,355 ) ( 1,009 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 56,535 ( 3,547 ) 64,913 Cash, cash equivalents, and restricted cash, beginning of year 137,059 140,606 75,693 Cash, cash equivalents, and restricted cash, end of year $ 193,594 $ 137,059 $ 140,606 Supplemental cash flow information: Cash paid for income taxes, net of refunds $ 11,938 $ 5,054 $ 6,018 Cash paid for interest 15,026 9,518 4,946 Non-cash investing and financing activities: Vesting of early exercised common stock options $ — $ — $ 164 Transfers of inventory to property and equipment $ 102 $ 626 $ 13 Property and equipment received, included in payables and accrued but not paid $ 816 $ 2,207 $ 1,976 Stock-based compensation capitalized in internal-use software $ 5,227 $ — $ 45 Deferred offering costs accrued but not paid $ — $ 953 $ 300 Fair value of common stock issued as consideration for business combination $ — $ 14,070 $ — The accompanying notes are an integral part of these consolidated financial statements. Rubrik, Inc. 2025 Form 10-K 85 Table of Contents Rubrik, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Description of Business Rubrik, Inc. (“Rubrik” or the “Company”) is on a mission to secure the world’s data. Rubrik offers data security solutions to organizations ranging from the largest companies worldwide to mid-sized smaller customers. 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. Initial Public Offering In April 2024, the Company completed its initial public offering (“IPO”) in which it issued and sold 23,500,000 shares of its Class A common stock at the public offering price of $ 32.00 per share (the “IPO Price”). The Company received net proceeds of approximately $ 700.0 million after deducting underwriting discounts and commissions, as well as offering costs. Immediately prior to the completion of the IPO, all 74,182,559 shares of the Company’s then-outstanding redeemable convertible preferred stock automatically converted into an equal number of shares of Class B common stock, and all 5,400,000 shares of the Company’s then-outstanding convertible founder stock automatically converted into an equal number of shares of Class B common stock. Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and other fees relating to the IPO, were capitalized in other assets, noncurrent on the consolidated balance sheets. Upon the consummation of the IPO, $ 10.3 million of deferred offering costs, net of reimbursement received from the underwriters, were reclassified into stockholders’ equity as an offset against the IPO proceeds. Prior to the IPO, the Company granted restricted stock units (“RSUs”) with both service-based and liquidity event-related performance-based vesting conditions (“IPO Vesting RSUs”). Upon the consummation of the IPO, the Company recognized stock-based compensation expense for those IPO Vesting RSUs that had met or partially met the service-based vesting condition as the performance-based vesting condition was satisfied. To meet the related tax withholding requirements related to these IPO Vesting RSUs, the Company withheld 12,859,902 shares of Class A common stock subject to the vesting of the IPO Vesting RSUs with a value of $ 411.5 million to remit to the relevant tax authorities in cash to satisfy such tax obligations as well as any income tax withholding obligations arising as a result of settlement of such shares. In May 2024, the underwriters exercised their option to purchase an additional 3,472,252 shares of Class A common stock at the IPO Price of $ 32.00 per share. The Company received net proceeds of approximately $ 105.1 million after deducting underwriters’ discounts and commissions, as well as offering costs. 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 2025, 2024 and 2023 refer to the fiscal year ending January 31, 2025, 2024 and 2023, respectively. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). The 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. Rubrik, Inc. 2025 Form 10-K 86 Table of Contents Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the 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 estimates for 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 the completion of the IPO, 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. 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. 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, and unstructured data applications. 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. Rubrik, Inc. 2025 Form 10-K 87 Table of Contents 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 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 support relating to the Company’s perpetual licenses. Maintenance revenue is recognized ratably over the term of the service period. 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. 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 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. Rubrik, Inc. 2025 Form 10-K 88 Table of Contents Timing of revenue recognition (in thousands) Year Ended January 31, 2025 2024 2023 Subscription revenue Products and services transferred over time $ 756,660 $ 437,693 $ 219,115 Products and services transferred at a point in time 72,080 100,176 166,157 Maintenance revenue Products and services transferred over time 18,408 38,745 76,220 Other revenue Products and services transferred over time 29,755 30,728 30,742 Products and services transferred at a point in time 9,641 20,550 107,585 Total revenue $ 886,544 $ 627,892 $ 599,819 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 consolidated balance sheets. There were $ 8.5 million and $ 9.0 million of contract assets as of January 31, 2025 and 2024, respectively. The current and noncurrent contract assets balances as of January 31, 2025 were $ 4.5 million and $ 4.0 million, respectively, as of January 31, 2024 were $ 6.4 million and $ 2.6 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 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 fiscal years ended January 31, 2025 and 2024, the Company recognized revenue of approximately $ 535.3 million and $ 322.5 million, respectively, pertaining to amounts deferred at the beginning of each respective period. 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 January 31, 2025, total remaining non-cancellable performance obligations under the Company’s contracts with customers was approximately $ 1,811.0 million. The Company expects to recognize approximately 50 % of this amount as revenue over the next 12 months, with the remaining balance to be recognized as revenue thereafter. Cost of Revenue Cost of revenue primarily consists of salaries, benefits, stock-based compensation, hosting costs, amortization of capitalized internal-use software, amortization of finite-lived intangible assets, and cost of Rubrik-branded Appliances. Accounts Receivable and Allowances Accounts receivable is recorded at the invoiced amount, net of allowances. Credit is extended to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance, as needed. Rubrik, Inc. 2025 Form 10-K 89 Table of Contents These allowances are based on the Company’s assessment of the collectibility of accounts by considering the age of the receivable balance, the collection history and type of deals of each customer, and an evaluation of current expected risk of credit loss based on current economic conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectibility by reviewing accounts receivable and contract assets on an aggregated basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with collectibility issues. Amounts deemed uncollectible are recorded as an allowance in the consolidated balance sheets with a charge to general and administrative expense in the consolidated statements of operations. The Company presents accrued rebates to Channel Partners on a gross basis in accrued expenses and other current liabilities in the consolidated balance sheets, as the Company’s intent is to not settle such amounts net against accounts receivable. Deferred Commissions Deferred commissions consist of incremental costs paid to the Company’s sales force as a result of acquiring a customer contract. The deferred commission amounts are recoverable through the revenue streams that will be recognized under the related contracts. Sales commissions earned are capitalized using a portfolio approach based on characteristics of historical revenue contracts. Sales commissions are amortized as the related performance obligations are satisfied. Commissions related to performance obligations satisfied over time are amortized over the related period of benefit on a straight-line basis. The related period of benefit is determined to be generally four years when renewal commissions are not commensurate with the initial commissions earned. The Company determines the period of benefit by taking into consideration the length of its customer contracts and the useful life of the underlying products and technology sold. Renewal commissions are deferred and then amortized on a straight-line basis over the contractual term, which is generally one year. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations. The Company’s deferred commissions are classified as current and noncurrent assets within the consolidated balance sheets according to when the Company expects to recognize the expense in the consolidated statement of operations. Warranties With respect to the Rubrik-branded Appliance warranty obligation, the Company’s contract manufacturer is generally required to replace defective Rubrik-branded Appliances. Furthermore, the Company’s customer support agreements provide for the same parts replacement to which customers are entitled under the warranty program, except that replacement parts are delivered according to targeted response times to minimize disruption to the customers’ critical business applications. Substantially all customers purchase support agreements. Given the warranty agreement is with the Company’s contract manufacturers and considering that substantially all products are sold together with support agreements, the Company generally has limited exposure related to warranty costs, and therefore no warranty reserve has been recognized for the fiscal years ended January 31, 2025, 2024 and 2023. Cash, Cash Equivalents, and Restricted Cash The Company considers cash equivalents to be highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents are stated at cost, which approximates fair value. As of January 31, 2025 and 2024, the Company’s restricted cash balance was $ 7.3 million and $ 7.0 million, respectively. Restricted cash is included within prepaid expenses and other current assets and other assets, noncurrent on the Company’s consolidated balance sheets. Investments The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company classifies and accounts for its investments as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, the Company classifies its short-term investments, including securities with stated maturities beyond twelve months, within current assets in the consolidated balance sheets. Available-for-sale securities are recorded at fair value in each reporting period and are periodically evaluated for unrealized losses. For unrealized losses in securities that the Company intends to hold and it is not more likely than not the Company will be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors. Rubrik, Inc. 2025 Form 10-K 90 Table of Contents The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and it records an allowance and recognizes a corresponding loss in other income (expense), net when the impairment is incurred. Unrealized non-credit related losses and unrealized gains are reported as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets until realized. Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements for cash and cash equivalents, accounts receivable, net, accounts payable, and accrued expenses and other current liabilities approximate their fair values due to their short-term nature. Inventory Inventory is stated at the lower of cost or net realizable value which approximates actual cost on a first-in, first-out basis. Property and Equipment Property and equipment, including leasehold improvements, are stated at cost, net of accumulated depreciation. The Company includes the cost to acquire demonstration units and the related accumulated depreciation in property and equipment, as such units are not available for sale. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets except for leasehold improvements, which are depreciated over the shorter of the useful life of the improvement or the term of the related lease. The useful lives of property and equipment are as follows: Useful Lives Equipment 3 years Leasehold improvements Shorter of estimated useful lives of the improvements or remaining related lease term Furniture and fixtures 5 years Leases The Company has entered into non-cancellable operating leases for its offices and data centers with various expiration dates through fiscal year 2031. The Company determines if an arrangement contains a lease at inception based on whether it has the right to control the asset during the contract period and other facts and circumstances. The Company currently does not have any finance leases. The Company recognizes lease liabilities and right-of-use assets (“ROU assets”) at lease commencement. The Company measures lease liabilities based on the present value of future lease payments. The interest rate implicit in the leases is not readily determinable, and therefore the Company uses its incremental borrowing rate based on the information available at the lease commencement date to determine the lease liabilities. The Company does not include in the lease term options to extend or terminate the lease unless it is reasonably certain that the Company will exercise such options. The Company accounts for the lease and non-lease components as a single lease component for its real estate leases. The Company measures the ROU assets based on the corresponding lease liabilities adjusted for prepayments made at or before the lease commencement. The Company does not recognize lease liabilities or ROU assets for short-term leases, which have a lease term of twelve months or less. The Company begins recognizing operating lease cost on a straight-line basis over the lease term when the lessor makes the underlying asset available to the Company. Variable lease payments are expensed as incurred and are not included in the calculation of lease liabilities or ROU assets. Software Development Costs The costs for the development of new software products and substantial enhancements to existing software products are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized in accordance with the accounting guidance for software. Because the Company’s current process for developing software is essentially completed concurrently with the establishment of technological feasibility, which occurs upon the completion of a working model, no costs have been capitalized for any of the periods presented. Rubrik, Inc. 2025 Form 10-K 91 Table of Contents The Company capitalizes certain costs incurred for the development of computer software for internal-use during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Amortization of capitalized internal-use software costs begins when such software is ready for its intended use. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life of three years . Capitalized internal-use software is included in property and equipment, net in the consolidated balance sheets. The amortization is recorded within subscription cost of revenue in the consolidated statements of operations. The Company evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Research and Development The Company’s research and development expense consists primarily of salaries, benefits, stock-based compensation, third-party infrastructure expenses and depreciation from testing equipment in developing the Company’s offerings, and software and subscription services dedicated for use by the Company’s research and development organization. Research and development costs that do not meet the software development costs capitalization criteria are expensed as incurred. Business Combinations The Company applies the acquisition method of accounting for business combinations under which all assets acquired and liabilities assumed are recorded at their respective fair values at the date of the acquisition. Any excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. The Company may record adjustments to the assets acquired and liabilities assumed during the measurement period, which may be up to one year from the acquisition date, with the corresponding offset to goodwill for facts and circumstances that existed as of the acquisition date. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the Company’s consolidated statements of operations. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred in general and administrative expense in the consolidated statements of operations. Goodwill and Long-Lived Assets Goodwill is not amortized but tested for impairment at least annually during the fourth fiscal quarter, or if events or changes in circumstances indicate the carrying amount may no longer be recoverable. The Company operates in one segment, which is considered to be the sole reporting unit, and, therefore, goodwill is tested for impairment at the enterprise level. The Company first evaluates qualitative factors to determine whether it is more likely than not that the fair value of its sole reporting unit is less than its carrying amount. If, as a result of the qualitative assessment, the Company determines that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then a quantitative goodwill impairment test is not performed. There was no impairment of goodwill for the fiscal years ended January 31, 2025, 2024 and 2023. Intangible assets, other than the ones with indefinite useful lives, are carried at cost, net of accumulated amortization. Amortization is recorded on a straight-line basis over the intangible assets’ useful lives. Intangible assets, net is included within other assets, noncurrent on the Company’s consolidated balance sheets. Long-lived assets, such as property and equipment and finite-lived intangible assets, are subject to amortization and reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability is measured by comparing the net book value to the future undiscounted cash flows attributable to such assets. If impaired, the Company recognizes an impairment charge equal to the amount by which the net book value exceeds its fair value. There was no impairment charge of long-lived assets for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. Advertising Costs Advertising costs are expensed as incurred in sales and marketing expense in the consolidated statements of operations and amounted to $ 35.6 million, $ 31.3 million and $ 33.3 million for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. Stock-Based Compensation Expense The Company measures and recognizes stock-based compensation expense for all equity awards made to employees, nonemployees, and the Company’s board of directors (the “Board of Directors”), and stock purchase rights granted under the Employee Stock Purchase Plan (“ESPP”) to employees based on estimated fair values at the date of grant. Rubrik, Inc. 2025 Form 10-K 92 Table of Contents The Company estimates the fair value of its options and ESPP rights using the Black-Scholes option pricing model which requires the input of assumptions. These assumptions and estimates are as follows: Fair value of common stock — Prior to the Company’s IPO, the Company estimated the fair value of common stock as the Company’s common stock was not yet publicly traded. The Board of Directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. The factors considered included, but were not limited to: (i) the results of contemporaneous unrelated third-party valuations of the Company’s common stock, (ii) the prices, rights, preferences and privileges of the Company’s Preferred Stock relative to those of its common stock, (iii) the lack of marketability of the Company’s common stock, (iv) actual operating and financial results, (v) current business conditions and projections, (vi) market multiples of comparable companies in the Company’s industry, (vii) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions, (viii) recent secondary stock sales transactions, and (ix) macroeconomic conditions. After the completion of the IPO, the fair value of each share of the underlying common stock is based on the closing price of our Class A common stock as reported on the New York Stock Exchange on the date of the grant. Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock option’s vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Expected volatility — Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, it estimates the expected volatility of its stock options at their grant date by taking the weighted-average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the options. Risk-free interest rate — The Company uses the U.S. Treasury yield in effect at the time of grant for the expected term of the stock options issued. Dividend yield — The Company utilizes a dividend yield of zero, as it does not currently issue dividends and does not expect to in the future. The Company granted RSUs that vest upon satisfaction of a service-based condition only and also those that have both a service-based condition and a performance-based condition. The grant-date fair value of these RSUs is the fair value of the Company’s common stock on the date of grant. The grant-date fair value of equity awards which include a market-based condition is estimated using the Monte Carlo simulation method which incorporates the possibility that the market-based condition may not be satisfied, and various assumptions including expected term, expected volatility, and risk-free interest rates. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period for equity awards with service-based conditions only. Stock-based compensation expense for equity awards with a service-based condition and a performance-based condition or a market-based condition, or both, will be recognized using the accelerated attribution method over the requisite service period. For equity awards of which vesting conditions include a market-based condition, the stock-based compensation expense is recognized using the accelerated attribution method over the requisite service period, regardless of whether the market-based condition is met. Stock-based compensation expense is not recognized for grants that include a performance-based condition until the performance-based condition is deemed probable. A performance-based condition could be the occurrence of a qualifying event. A qualifying event is defined as (i) immediately prior to a sale event, as defined in the Company’s 2014 Stock Option and Grant Plan (the “2014 Plan”), or (ii) the Company’s IPO, as defined in the 2014 Plan, in either case, occurring prior to the expiration date. In the period in which the qualifying event becomes probable, the Company will record cumulative stock-based compensation expense for those RSUs for which the service-based condition has been satisfied or partially satisfied. Stock-based compensation related to any remaining service-based conditions after the qualifying event-related performance condition is satisfied will be recorded over the remaining requisite service period. Forfeitures are accounted for as they occur. Rubrik, Inc. 2025 Form 10-K 93 Table of Contents Foreign Currency The functional currency of the Company’s foreign subsidiaries is the respective local currency. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive loss in the consolidated balance sheets. Foreign currency transaction gains and losses are included in other income (expense), net in the consolidated statements of operations. Revenue and expenses are translated at the average exchange rate during the period, and equity balances are translated using historical exchange rates. To date, the Company has not undertaken any hedging transactions related to foreign currency exposure. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance to amounts that are more likely than not to be realized. The Company records a liability for uncertain tax positions if it is not more likely than not to be sustained based solely on its technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits. 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 credit losses as of January 31, 2025. Concentration of revenue and accounts receivable The following customers individually accounted for 10% or more of total revenue and 10% or more of accounts receivable, net: Revenue Accounts Receivable, Net Year Ended January 31, January 31, 2025 2024 2023 2025 2024 Partner A 29 % 30 % 32 % 33 % 44 % Partner B 34 % 35 % 35 % 20 % 25 % Partner C 10 % 11 % 12 % 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. 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. Rubrik, Inc. 2025 Form 10-K 94 Table of Contents Net Loss Per Share The Company computes basic and diluted net loss per share attributable to Class A and Class B common stockholders for the fiscal year ended January 31, 2025 and basic and diluted net loss per share attributable to common and convertible founder stockholders for the fiscal years ended January 31, 2024 and 2023 using the two-class method required for companies with participating securities. The Company considered all series of its redeemable convertible preferred stock to be participating securities as the holders of the redeemable convertible preferred stock were entitled to receive a non-cumulative dividend on a pari passu basis in the event that a dividend is paid on the common stock. Under the two-class method, the net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the preferred stockholders did not have a contractual obligation to share in the Company’s losses. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including redeemable convertible preferred stock, issued and outstanding common stock options, unvested RSUs issued and outstanding, and ESPP, to the extent they are dilutive. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The guidance is effective for the Company's annual report for its fiscal year beginning February 1, 2024 and interim periods within its fiscal year beginning February 1, 2025, on a retrospective basis. Early adoption is permitted. The Company adopted ASU 2023-07 in the fourth quarter of the fiscal year ended January 31, 2025. See Note 14 Segment Reporting. 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, on a prospective basis, with early adoption permitted. The Company is assessing the timing and 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. 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): Year Ended January 31, 2025 2024 2023 Americas $ 636,191 $ 441,537 $ 428,304 EMEA 214,098 162,161 149,853 APAC 36,255 24,194 21,662 Total revenue $ 886,544 $ 627,892 $ 599,819 For the fiscal years ended January 31, 2025, 2024 and 2023, United States accounted for $ 612.9 million, $ 427.0 million and $ 416.1 million, respectively, or 69 %, 68 % and 69 %, respectively, of consolidated total revenue. Rubrik, Inc. 2025 Form 10-K 95 Table of Contents Note 4 – Business Combinations In August 2023, the Company acquired all outstanding stock of Laminar Technologies, Inc. (“Laminar”), a data security posture management platform. The Company accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $ 104.9 million, of which $ 90.8 million was paid in cash and the remainder in common stock. The cash consideration of $ 90.8 million excludes $ 23.8 million held back by the Company, which is subject to service-based vesting and will be recorded as expense over the period the services are provided. The acquisition of Laminar is to support Rubrik’s leadership position as a data security platform provider and help accelerate the Company’s cyber posture offerings. The Company recorded $ 11.0 million as an acquired developed technology intangible asset with an estimated useful life of three years and $ 96.1 million of goodwill which is primarily attributed to assembled workforce as well as the integration of Laminar’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. Pro forma results of operations for the business combination have not been presented, as they were not material to the consolidated statements of operations. Acquisition-related costs for the business combination were expensed as incurred within general and administrative expense in the consolidated statements of operations and were not material. The Company recognized $ 3.7 million, $ 1.7 million and $ 0.8 million amortization expense in acquired intangible assets for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. Note 5 – 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 judgement or estimation. The Company did not have any level 3 investments as of January 31, 2025 and 2024. 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 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 Rubrik, Inc. 2025 Form 10-K 96 Table of Contents Reported as January 31, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and Cash Equivalents Short-Term Investments Cash: $ 72,420 $ — $ — $ 72,420 $ 72,420 $ — Level 1: Money market funds 47,696 — — 47,696 47,696 — U.S. Treasuries 86,429 70 ( 13 ) 86,486 — 86,486 Subtotal 134,125 70 ( 13 ) 134,182 47,696 86,486 Level 2: Commercial paper 33,019 3 ( 3 ) 33,019 9,915 23,104 Corporate bonds 17,883 30 ( 3 ) 17,910 — 17,910 U.S. government agencies 21,703 27 ( 10 ) 21,720 — 21,720 Subtotal 72,605 60 ( 16 ) 72,649 9,915 62,734 Total $ 279,150 $ 130 $ ( 29 ) $ 279,251 $ 130,031 $ 149,220 The following table summarizes the estimated fair value of the Company’s investments by their remaining contractual maturity dates (in thousands): January 31, 2025 Due within one year $ 448,397 Due between one to two years 70,416 Total $ 518,813 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 January 31, 2025 and 2024. Note 6 – Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): January 31, 2025 2024 Prepaid expenses $ 77,857 $ 44,721 Inventory, net 4,183 4,807 Contract assets, current 4,537 6,356 Other current assets 16,374 7,977 Total prepaid expenses and other current assets $ 102,951 $ 63,861 Rubrik, Inc. 2025 Form 10-K 97 Table of Contents Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): January 31, 2025 2024 Equipment $ 75,589 $ 91,645 Capitalized internal-use software 36,132 21,191 Leasehold improvements 12,739 12,350 Furniture and fixtures 4,687 4,150 Total property and equipment, gross 129,147 129,336 Less: accumulated depreciation and amortization ( 75,953 ) ( 81,463 ) Total property and equipment, net $ 53,194 $ 47,873 Depreciation expense related to the Company’s property and equipment, which did not include amortization expense related to capitalized internal-use software, was $ 17.4 million, $ 16.7 million and $ 15.5 million for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. Amortization expense relating to capitalized internal-use software was $ 7.8 million, $ 5.9 million and $ 6.1 million for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): January 31, 2025 2024 Accrued expenses $ 30,983 $ 41,773 Accrued bonuses 49,104 31,212 Accrued sales commissions 27,627 18,859 Accrued payroll-related expenses, taxes, and benefits 38,533 20,197 Operating lease liabilities 10,087 10,461 Other 6,268 432 Total accrued expenses and other current liabilities $ 162,602 $ 122,934 Rubrik, Inc. 2025 Form 10-K 98 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): January 31, Reported as: 2025 2024 Other assets, noncurrent (operating lease ROU assets) $ 25,906 $ 29,833 Accrued expenses and other current liabilities (operating lease liabilities, current) 10,087 10,461 Other liabilities, noncurrent (operating lease liabilities, noncurrent) 18,382 22,252 Total operating lease liabilities $ 28,469 $ 32,713 The Company had operating lease costs of $ 11.9 million, $ 11.1 million and $ 10.3 million for the fiscal years ended January 31, 2025, 2024 and 2023, respectively. Supplemental cash flow information and non-cash activity related to the Company’s operating leases were as follows (in thousands): Year Ended January 31, 2025 2024 2023 Cash paid for amounts included in measurement of operating lease liabilities $ 12,261 $ 11,397 $ 10,244 ROU assets obtained in exchange of lease liabilities for new operating leases $ 6,810 $ 6,375 $ 11,969 Supplemental information related to the remaining lease term and discount rate were as follows: January 31, 2025 2024 Weighted-average remaining lease term 3.0 years 3.6 years Weighted-average discount rate 5.5 % 5.1 % The following table summarizes the maturity of the Company’s operating lease liabilities as of January 31, 2025 (in thousands): Fiscal Year Ending January 31, Operating Leases 2026 $ 11,103 2027 9,552 2028 8,218 2029 1,445 2030 449 Thereafter — Total operating lease payments 30,767 Less: imputed interest ( 2,298 ) Total operating lease liabilities $ 28,469 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. 2025 Form 10-K 99 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 $ 34.3 million and $ 4.1 million for the fiscal years ended January 31, 2025 and 2024, respectively. As of January 31, 2025 and 2024, the Company was in compliance with all of its debt covenants. Rubrik, Inc. 2025 Form 10-K 100 Table of Contents Bridge Notes In April 2024, the Company entered into a purchase agreement with Goldman Sachs & Co. LLC and Barclays Capital Inc. (collectively, the “Purchasers”) for the Company to issue senior notes (the “Bridge Notes”) to the Purchasers for up to $ 450.0 million. The Company issued the Bridge Notes and received the funding from the Purchasers on April 25, 2024 (the “Funding Date”) in an aggregate amount of $ 321.4 million to fund a portion of the tax withholding and remittance obligations related to the settlement of RSUs in connection with the IPO. The Bridge Notes matured on April 29, 2024 (the “IPO Settlement Date”) and carried an annual interest rate of 7.0 % starting from the Funding Date up to but excluding the date of repayment. The Company incurred $ 0.6 million of discount and issuance costs in connection with the issuance of Bridge Notes and recorded it as a direct deduction from the Bridge Notes liability on the date of issuance. On April 29, 2024, the Company repaid the outstanding principal amount of the Bridge Notes, including $ 0.2 million of accrued and unpaid interest which was recorded as interest expense. The aggregate unamortized amount of discount and issuance costs was fully amortized into interest expense for the three months ended April 30, 2024. Note 9 – Commitments and Contingencies Purchase Commitments In December 2024, the Company entered into three -year contracts with certain third-parties for hosting services. The Company is required to spend a minimum of $ 200.0 million over the term of the contracts. As of January 31, 2025, the Company had $ 178.7 million remaining on these commitments. In addition to the commitments described above, as of January 31, 2025, the Company had other remaining purchase commitments of approximately $ 114.5 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 consolidated balance sheets, consolidated statements of operations, or consolidated statements of 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 – Redeemable Convertible Preferred Stock Immediately prior to the closing of the IPO, all 74,182,559 shares of the Company's redeemable convertible preferred stock outstanding were automatically converted into an equivalent number of shares of Class B common stock on a one -to-one basis, and their carrying value of $ 714.7 million was reclassified into stockholders' equity. As of January 31, 2025, there were no shares of redeemable convertible preferred stock issued and outstanding. The authorized, issued and outstanding shares of redeemable convertible preferred stock and liquidation preferences as of January 31, 2024 were as follows (in thousands, except share amounts): Authorized Shares Issued and Outstanding Shares Liquidation Preference Carrying Value Series A 15,255,884 15,255,884 $ 10,255 $ 10,229 Series B 16,751,780 16,751,780 41,000 40,974 Series C 8,937,037 8,937,037 61,250 61,187 Series D 15,406,551 15,406,551 182,600 182,505 Series E 17,831,307 17,831,307 419,995 419,818 74,182,559 74,182,559 $ 715,100 $ 714,713 Rubrik, Inc. 2025 Form 10-K 101 Table of Contents The holders of shares of Preferred Stock had various rights and preferences. Dividends The holders of shares of Preferred Stock were entitled to receive noncumulative dividends at the specified dividend rate of $ 0.053775 per annum for each share of Series A Preferred Stock (“Series A”), $ 0.1958 per annum for each share of Series B Preferred Stock (“Series B”), $ 0.5483 per annum for each share of Series C Preferred Stock (“Series C”), $ 0.9482 per annum for each share of Series D Preferred Stock (“Series D”), and $ 1.8843 per annum for each share of Series E Preferred Stock (“Series E”), if and when declared by the Board of the Directors. Dividends to holders of Series A, Series B, Series C, Series D and Series E were to be paid in advance of any distributions on Founders Stock and Common Stock. No dividends have been declared to date. Liquidation In the event of a liquidation event, either voluntary or involuntary, the holders of each series of Preferred Stock would have been entitled to receive on a pari passu basis out of the proceeds of assets of the Company available for distribution the greater of (i) an amount equal to the sum of (a) the original issue price, as follows: $ 0.6722 per share for each share of Series A, $ 2.4475 per share for each share of Series B, $ 6.8535 per share for each share of Series C, $ 11.8521 per share for each share of Series D, $ 23.5538 per share for each share of Series E, and (b) declared but unpaid dividends on such share or (ii) the amount per share that would be payable had all shares of such series of Preferred Stock been converted into Common Stock immediately prior to such Liquidation Event. Redemption The holders of Preferred Stock had no voluntary rights to redeem their shares. The Preferred Stock had deemed liquidation provisions which required the shares to be redeemed upon a change in control or other deemed liquidation events. Although the Preferred Stock was not mandatorily or currently redeemable, a deemed liquidation event would constitute a redemption event outside the Company’s control. As a result of these liquidation features, all shares of Preferred Stock were classified outside of stockholders’ deficit on the consolidated balance sheets. The carrying values of the Company’s Preferred Stock had not been accreted to their redemption values as these events were not considered probable of occurring. Subsequent adjustments of the carrying values to redemption values would be made only if and when it becomes probable the preferred shares will become redeemable. Conversion Each share of Series A, Series B, Series C, Series D and Series E was convertible into Common Stock at any time at the option of the stockholder by dividing $ 0.6722 , $ 2.4475 , $ 6.8535 , $ 11.8521 and $ 23.5538 , respectively (the original issue price per share, split adjusted) by the applicable conversion price. The initial conversion price per share for Series A, Series B, Series C, Series D and Series E was $ 0.6722 , $ 2.4475 , $ 6.8535 , $ 11.8521 and $ 23.5538 , respectively. The conversion price would have been subject to adjustments as set forth in the Company’s amended and restated certificate of incorporation upon the occurrence of certain events, such as stock splits and stock dividends. Each share of Preferred Stock would have been automatically converted into shares of Common Stock immediately upon the earlier of (i) closing of the Company’s sale of the Company’s Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, with an aggregate offering price to the public of at least $ 35 million or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the holders of a majority of the then outstanding shares of Preferred Stock. Voting Each holder of shares of Preferred Stock was entitled to voting rights equivalent to the number of shares of Common Stock into which the respective shares were convertible. Certain transactions required the vote of at least a majority of outstanding shares of Series B, 60 % of outstanding shares of Series C, a majority of outstanding shares of Series D, a majority of outstanding shares of Series E, or the holders of majority of the shares of outstanding Preferred Stock. Note 11 – 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. 2025 Form 10-K 102 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 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. Immediately prior to the closing of the IPO, all 5,400,000 shares of the Company’s convertible founder stock outstanding were automatically converted into an equal number of shares of Class B common stock. As of January 31, 2025, there were no shares of convertible founder stock issued and outstanding. 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 RSU 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 1 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. 2025 Form 10-K 103 Table of Contents The Company has reserved shares of its common stock for future issuance as follows (in thousands): January 31, 2025 2024 Conversion of Preferred Stock — 74,183 Conversion of Founders Stock — 5,400 2014 Stock Option and Grant Plan: Outstanding stock options 9,570 3,185 Outstanding restricted stock units 18,039 50,192 Shares available for further issuance under the 2014 Plan — 6,255 2024 Equity Incentive Plan: Outstanding restricted stock units 4,217 — Shares available for future issuance under the 2024 Plan 57,591 — 2024 Employee Stock Purchase Plan 4,201 — Total shares of common stock reserved 93,618 139,215 Stock Options Options issued under the Company’s 2014 Plan and 2024 Plan generally are exercisable for periods not to exceed ten years and generally vest over four years with 25 % vesting after one year and the remainder vesting monthly thereafter in equal installments. 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 (years) Aggregate Intrinsic Value (in thousands) Outstanding as of January 31, 2022 4,693,880 $ 5.22 5.9 $ 68,795 Granted 178,924 20.87 Exercised ( 669,122 ) 5.70 9,973 Cancelled ( 105,648 ) 8.18 Outstanding as of January 31, 2023 4,098,034 $ 5.74 5.0 $ 66,017 Granted — — Exercised ( 884,012 ) 3.83 17,771 Cancelled ( 29,002 ) 10.40 Outstanding as of January 31, 2024 3,185,020 $ 6.23 4.2 $ 71,347 Granted 8,000,000 32.00 Exercised ( 1,548,712 ) 5.50 54,160 Cancelled ( 66,174 ) 18.94 Outstanding as of January 31, 2025 9,570,134 $ 27.80 8.2 $ 435,133 Vested and exercisable as of January 31, 2025 2,352,521 $ 15.02 5.1 $ 137,044 The weighted-average grant date fair value of options granted to employees was $ 14.07 for the fiscal year ended January 31, 2023. There were no options with only a service-based vesting condition granted during each of the fiscal years ended January 31, 2025 and 2024. 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. The assumptions used in the Black-Scholes option pricing model were as follows: Year Ended January 31, 2023 Expected term (in years) 6.0 - 6.0 Expected volatility 58.2 % - 83.2 % Risk-free interest rate 2.7 % - 3.8 % Dividend yield — Rubrik, Inc. 2025 Form 10-K 104 Table of Contents As of January 31, 2025, there was approximately $ 90.7 million of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 2.5 years. CEO Performance Award 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. The CEO Performance Award consists of 10 tranches that may be earned as specified in the table below, subject to both 1) a service-based condition and 2) the achievement of Target Stock Value prior to the applicable Option Valuation Expiration Date. Stock price measurement will not commence until the expiration of any lock-up period. Target Stock Value with respect to the Award is based on the percentage of the IPO Price and will be achieved on the date when the volume-weighted average price of the Company's Class A common stock over a period of 90 consecutive days equals or exceeds the applicable Target Stock Value. The exercise price per share of the Award is the IPO Price. Each tranche of the Award will vest on the first date following satisfaction of both the service-based condition and the Target Stock Value subject to Mr. Sinha's continued service with the Company. The shares underlying each tranche will satisfy the service-based condition in 20 equal quarterly installments beginning in January 2022 and will expire in 10 years after the grant date. Tranche Target Stock Value Number of Stock Options Eligible to Vest Option Valuation Expiration Date 1 $ 42.88 666,667 Fifth anniversary of the Company's IPO 2 $ 53.76 666,667 3 $ 64.64 666,667 4 $ 75.52 666,667 5 $ 86.40 666,667 Seventh anniversary of the Company's IPO 6 $ 96.96 666,667 7 $ 107.84 666,667 8 $ 118.72 666,667 9 $ 161.92 1,333,332 10 $ 242.88 1,333,332 The Company calculated the grant date fair value of the CEO Performance Award based on multiple stock price paths developed through the use of a Monte Carlo simulation model. A Monte Carlo simulation model also calculates a derived service period for each of the 10 vesting tranches, which is the measure of the expected time to achieve each Target Stock value under the scenarios where the Target Stock Value is in fact achieved prior to the Option Valuation Expiration Date. A Monte Carlo simulation model requires the use of various assumptions, including the underlying stock price, volatility, and the risk-free interest rate as of the valuation date, corresponding to the time to expiration of the options, and expected dividend yield. The weighted-average grant date fair value of the CEO Performance Award was $ 17.37 per share. The Company will recognize total stock-based compensation expense of $ 139.0 million over the derived service period of each tranche, which is between 1.2 to 4.5 years, using the accelerated attribution method as long as the CEO satisfies the service-based vesting condition. If the Target Stock Value is met sooner than the derived service period, the Company will adjust its stock-based compensation to reflect the cumulative expense associated with the vested awards. Provided that Mr. Sinha continues to be the Company's CEO, the Company will recognize stock-based compensation expense over the requisite service period, regardless of whether the Target Stock Values are achieved. 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 typically have an expiry period of seven years from the grant date. Rubrik, Inc. 2025 Form 10-K 105 Table of Contents A summary of the RSU activity and related information is as follows: Number of RSUs Weighted-Average Grant Date Fair Value Outstanding as of January 31, 2022 31,209,565 $ 11.31 Granted 11,195,973 19.92 Vested ( 54,010 ) 8.48 Forfeited ( 2,641,160 ) 14.75 Outstanding as of January 31, 2023 39,710,368 13.51 Granted 13,443,534 23.78 Vested ( 18,000 ) 28.66 Forfeited ( 2,962,232 ) 17.17 Unvested as of January 31, 2024 50,173,670 16.09 Vested and not yet released 18,000 28.66 Outstanding as of January 31, 2024 50,191,670 16.09 Granted 13,744,702 37.99 Vested ( 38,940,299 ) 15.22 Forfeited ( 2,780,324 ) 23.73 Unvested as of January 31, 2025 22,215,749 31.30 Vested and not yet released 40,625 11.35 Outstanding as of January 31, 2025 22,256,374 $ 31.26 In February 2024, we modified an existing service- performance-, and market-based condition equity award of 1,158,082 RSUs by extending the expiration date from May 2, 2025 to May 2, 2028. The performance-based condition related to the occurrence of a qualifying event was satisfied at the completion of the Company's IPO. The total incremental fair value resulting from the modification was $ 24.1 million and the total stock-based compensation expense of the equity award of $ 30.4 million is recorded over the requisite service period. As of January 31, 2025, the Company has recognized all stock-based compensation expense for this equity award. For the fiscal years ended January 31, 2025, 2024 and 2023, the total grant date fair value of vested RSUs was $ 592.8 million, $ 0.5 million and $ 1.1 million, respectively. As of January 31, 2025, there was approximately $ 434.0 million of unrecognized stock-based compensation expense relating to RSUs, which is expected to be recognized over a weighted-average period of 1.9 years. 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). Rubrik, Inc. 2025 Form 10-K 106 Table of Contents The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option-pricing model with the following assumptions: Year Ended January 31, 2025 Expected term (in years) 0.4 - 2.0 Expected volatility 56.5 % - 71.7 % Risk-free interest rate 3.6 % - 5.4 % Dividend yield — As of January 31, 2025, there was approximately $ 11.4 million of unrecognized stock-based compensation expense related to the ESPP, which is expected to be recognized over a weighted-average period of 0.9 years. Stock-Based Compensation Expense Total stock-based compensation expense included in the Company’s consolidated statements of operations was as follows (in thousands): Year Ended January 31, 2025 2024 2023 Cost of revenue Subscription $ 49,514 $ 45 $ 53 Maintenance 3,076 7 34 Other 14,451 11 140 Research and development 297,051 3,590 3,044 Sales and marketing 330,443 1,313 2,399 General and administrative 219,378 749 1,284 Total stock-based compensation expense $ 913,913 $ 5,715 $ 6,954 Note 12 – 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): Year Ended January 31, 2025 2024 2023 Class A Class B Class A Class B Class A Class B Numerator: Net loss $ 428,333 $ 726,487 $ — $ ( 354,158 ) $ — $ ( 277,746 ) Denominator: Weighted-average common stock shares used in computing net loss per share, basic and diluted 57,229 97,065 — 55,228 — 54,190 Weighted-average founders stock shares used in computing net loss per share, basic and diluted — — — 5,400 — 5,400 Net loss per common stock share, basic and diluted $ 7.48 $ 7.48 $ — $ ( 5.84 ) $ — $ ( 4.66 ) Net loss per founders stock share, basic and diluted $ — $ — $ — $ ( 5.84 ) $ — $ ( 4.66 ) Rubrik, Inc. 2025 Form 10-K 107 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): Year Ended January 31, 2025 2024 2023 Redeemable convertible preferred stock — 74,183 74,183 Issued and outstanding common stock options 9,570 3,185 4,098 Unvested RSUs issued and outstanding 22,216 50,174 39,710 Total 31,786 127,542 117,991 Note 13 – Income Taxes U.S. and foreign components of consolidated loss before income taxes were as follows (in thousands): Year Ended January 31, 2025 2024 2023 Domestic $ ( 1,223,181 ) $ ( 356,015 ) $ ( 296,975 ) Foreign 74,729 28,546 27,825 Loss before income taxes $ ( 1,148,452 ) $ ( 327,469 ) $ ( 269,150 ) The provision for income taxes was as follows (in thousands): Year Ended January 31, 2025 2024 2023 Current: Federal $ ( 2,330 ) $ 2,336 $ — State ( 1,315 ) 2,818 189 Foreign 8,772 19,598 3,959 Total current provision for income taxes 5,127 24,752 4,148 Deferred: Federal — — — State — — — Foreign 1,241 1,937 4,448 Total deferred provision for income taxes 1,241 1,937 4,448 Total provision for income taxes $ 6,368 $ 26,689 $ 8,596 The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended January 31, 2025 2024 2023 Provision at federal statutory rate 21.0 % 21.0 % 21.0 % State, net of federal benefit 3.2 — 3.5 Stock-based compensation 10.4 0.3 ( 0.3 ) Impact of foreign operations 2.9 ( 5.1 ) ( 2.8 ) Change in valuation allowance ( 42.8 ) ( 14.5 ) ( 27.8 ) Research and development credits 4.9 3.9 4.0 Non-deductible expenses — ( 12.8 ) — Other adjustments ( 0.2 ) ( 1.0 ) ( 0.8 ) Effective income tax rate ( 0.6 ) % ( 8.2 ) % ( 3.2 ) % Rubrik, Inc. 2025 Form 10-K 108 Table of Contents Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes at the enacted rates. The significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): January 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 330,908 $ 131,449 Capitalized research and development expenditures 208,690 74,843 Research and development credit carryforward 117,837 52,152 Deferred revenue 151,326 119,531 Stock-based compensation 68,587 3,716 Operating lease liabilities 4,863 7,063 Other 26,505 9,578 Total deferred tax assets 908,716 398,332 Less: valuation allowance ( 863,039 ) ( 371,027 ) Total deferred tax assets, net 45,677 27,305 Deferred tax liabilities: State income taxes ( 28,936 ) ( 13,493 ) Capitalized internal-use software ( 5,472 ) ( 3,769 ) ROU assets ( 4,219 ) ( 6,402 ) Other ( 18,394 ) ( 13,744 ) Total deferred tax liabilities ( 57,021 ) ( 37,408 ) Net deferred tax assets (liabilities) $ ( 11,344 ) $ ( 10,103 ) The valuation allowance increased by $ 492.0 million for the fiscal year ended January 31, 2025. The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a valuation allowance has been recorded. These factors include the Company’s history of net losses since its inception, expected near-term future losses, and the absence of taxable income in prior carryback years. The Company expects to maintain a valuation allowance until circumstances change. As of January 31, 2025, the Company had U.S. federal net operating loss carryforwards of approximately $ 1,346.1 million, state net operating loss carryforwards of approximately $ 626.2 million, and foreign net operating loss carryforwards of approximately $ 6.0 million. A portion of the U.S. federal net operating loss carryforwards will begin to expire in fiscal 2037. The state net operating loss carryforwards will begin to expire in fiscal 2028. The foreign net operating loss carryforwards do not expire. As of January 31, 2025, the Company had U.S. federal research and development tax credit carryforwards of approximately $ 88.0 million, which if not utilized, will begin to expire in fiscal 2036. As of January 31, 2025, the Company had state research and development tax credit carryforwards of approximately $ 59.3 million. The state credit carryforwards do not expire. Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to the “ownership change” limitation provided by Section 382 and 383 of the Internal Revenue Code (“IRC”) of 1986, as amended, and other similar state provision. Any future annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): January 31, 2025 2024 2023 Unrecognized tax benefits at beginning of period $ 31,263 $ 11,206 $ 7,811 Decreases related to prior year tax positions ( 567 ) — — Increases related to prior year tax positions — 63 463 Increases related to current year tax positions 15,928 19,994 2,932 Unrecognized tax benefits at end of period $ 46,624 $ 31,263 $ 11,206 In the fiscal year ended January 31, 2025, the Company recorded an increase in its unrecognized tax benefits related to US federal and California research tax credits. Certain research tax credits have not been utilized on any tax return and currently have no impact on the Company’s tax expense due to the Company’s operating losses and the related valuation allowances. Rubrik, Inc. 2025 Form 10-K 109 Table of Contents The Company’s policy is to record interest and penalties related to uncertain tax positions within the provision for income taxes. To date, the combined amounts of accrued interest and penalties included in long-term income taxes payable related to tax positions taken on the Company’s tax returns were not material. The Company files income tax returns with the U.S. federal government and certain state and foreign jurisdictions. The Company’s tax returns remain open to examination for the periods ended January 31, 2016 to January 31, 2025. Note 14 – 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 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 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. 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): Year Ended January 31, 2025 2024 2023 Total revenue $ 886,544 $ 627,892 $ 599,819 Less: Adjusted subscription cost of revenue (1) 161,576 96,053 61,132 Remaining cost of revenue 24,593 40,235 112,567 Remaining research and development expenses 226,235 194,639 163,450 Remaining sales and marketing expenses 531,154 475,687 411,702 Remaining general and administrative expenses 131,462 95,431 82,060 Stock-based compensation expense (2) 913,913 5,715 6,954 Depreciation and amortization 27,970 24,962 22,680 Amortization of acquired intangibles 3,673 1,676 822 Interest expense 41,253 30,295 11,709 Income tax expense 6,368 26,689 8,596 Other items (3) ( 1,480 ) 1,884 1,033 Plus: Interest income 25,353 11,216 5,140 Segment net loss ( 1,154,820 ) ( 354,158 ) ( 277,746 ) Consolidated net loss $ ( 1,154,820 ) $ ( 354,158 ) $ ( 277,746 ) Rubrik, Inc. 2025 Form 10-K 110 Table of Contents (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): Year Ended January 31, 2025 2024 2023 Subscription cost of revenue $ 215,036 $ 97,927 $ 62,294 Less: Stock-based compensation expense 49,514 45 53 Amortization of acquired intangibles 3,673 1,676 822 Stock-based compensation from amortization of capitalized internal-use software 273 153 287 Adjusted subscription cost of revenue $ 161,576 $ 96,053 $ 61,132 (2) See Note 11 for stock-based compensation expense by captions. (3) Other items include foreign currency exchange gains and losses. The following table presents the Company’s long-lived assets, including property and equipment, net and ROU assets, by geographic region (in thousands): January 31, 2025 2024 United States $ 62,455 $ 61,402 India 10,453 10,633 Rest of world 6,192 5,671 Total long-lived assets $ 79,100 $ 77,706 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.