What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-19 compared with 2025-03-20 · 143 added, 177 removed, 371 unchanged (46% of the section changed)

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A discussion regarding our financial condition and results of operations for the fiscal year ended January 31, 2026 compared to the fiscal year ended January 31, 2025 is presented below.

A discussion regarding our financial condition and results of operations for the fiscal year ended January 31, 2023 compared to the fiscal year ended January 31, 2024 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the final prospectus for our initial public offering (“IPO”) dated as of April 24, 2024 and filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(4) on April 26, 2024.

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

A discussion regarding our financial condition and results of operations for the fiscal year ended January 31, 2025 compared to the fiscal year ended January 31, 2024 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the fiscal year ended January 31, 2025 filed with the SEC on March 20, 2025.

We are on a mission to secure and accelerate the world’s AI transformation.

Cyberattacks are inevitable.

Prevention and detection are not enough.

Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks.

We believe that the future of cybersecurity is data security—if your data is secure, your business is resilient.

We built Rubrik Security Cloud ("RSC") with Zero Trust design principles to secure data across enterprise, cloud, and SaaS applications.

As enterprises embrace the forthcoming AI transformation, they are grappling with a threat landscape that is now amplified at an AI-scale.

We believe that cyber resilience will result in AI resilience and that the future of cybersecurity is data security—if your data is secure, your business is resilient.

We built the Rubrik Security Cloud ( “ RSC ” ) suite with Zero Trust design principles to secure data across enterprise, cloud, SaaS, unstructured data, and identity providers.

RSC delivers a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities.

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In addition, we began offering new SaaS subscription products, Anomaly Detection and Sensitive Data Monitoring.

In fiscal 2020, we continued our business evolution to a subscription pricing model by offering our CDM platform as a subscription term-based license with associated support.

In fiscal 2020, we continued our business evolution to a subscription pricing model by offering CDM as a subscription term-based license with associated support.

Included in this subscription term-based license was the right to next generation Rubrik-branded commodity servers ("Rubrik-branded Appliances") at no cost for qualified customers ("Refresh Rights").

As of February 1, 2022, we stopped offering CDM as a perpetual license.

In fiscal 2023, to meet customer demands for data security and a single, unified cloud-based control plane, we launched RSC, a comprehensive Zero Trust Data Security platform.

RSC culminates our early vision of providing one point of control to secure data across enterprise, cloud, and SaaS applications.

In fiscal 2023, to meet customer demands for data security and a single, unified cloud-based control plane, we launched RSC, a suite built on top of our comprehensive Zero Trust Data Security platform.

RSC culminates our early vision of providing one point of control to secure data across enterprise, cloud, SaaS, unstructured data, and identity providers.

RSC is primarily adopted by our customers as a cloud-native, fully managed SaaS solution.

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As part of this business transition, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers and stopped offering the Refresh Rights as part of our subscription offerings.

In lieu of offering Refresh Rights, we offer Subscription Credits to qualifying customers.

In lieu of offering Refresh Rights, we offered Subscription Credits to qualifying customers (which are customer options that are accounted for as material rights).

We recognize ratable revenue upon utilization or upfront revenue upon expiration of Subscription Credits, and utilization of Subscription Credits also offsets Subscription ARR for the applicable period.

As of the end of fiscal 2024, RSC represented a majority of our total revenue.

We recognize revenue from the sales of our RSC platform (excluding RSC-Private) ratably over the term of the subscription.

Since the end of fiscal 2024, RSC has represented a majority of our total revenue.

2026 Form 10-K 63

We recognize revenue from the sales of our RSC suite (excluding RSC-Private) ratably over the term of the subscription.

We recognize a portion of revenue from sales of RSC-Private upon delivery and the remainder ratably over the term of the subscription.

The majority of sales of our subscriptions are for three-year terms with upfront payment, and renewals are typically for one-year terms.

2025 Form 10-K 61

We expect new and existing customers to continue to adopt RSC.

Our new customers have generally been rapidly adopting the RSC platform.

We are actively migrating our existing customers from our legacy CDM capabilities to RSC.

As part of this migration, we expect certain existing customers to consume our platform and products through a mix of RSC and a transitional CDM license ("RCDM-T"), during which time we expect to continue recognizing a portion of the associated revenue from these customers upfront at the time we transfer control of the license to the customer.

We cannot predict how long these customers will use this mix before they complete their transition.

In addition, our revenue will fluctuate when qualified customers choose to exercise or forfeit their Subscription Credits (which are customer options that are accounted for as material rights) upon their associated expiration date.

Key Factors Affecting Our Performance

New and existing customers have largely adopted RSC.

We have largely migrated our existing customers from our legacy CDM capabilities to RSC.

During this migration, certain existing customers consumed our platform and products through a mix of RSC and a transitional CDM license ("RCDM-T"), during which time we recognized a portion of the associated revenue from these customers upfront at the time we transferred control of the license to the customer, and we have largely completed this transition in fiscal 2026.

In addition, we expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits through fiscal 2027, although we expect the benefits to significantly reduce sequentially.

In fiscal 2026, we launched RAC, our AI agent operations suite, to accelerate enterprise AI transformation without introducing added risk.

RAC is designed to monitor and audit agentic actions, enforce real-time guardrails for agentic changes, fine-tune agents for accuracy and, finally, undo agent mistakes.

Built on our unique architecture that understands data, identity and application contexts, RAC is designed to give customers security, accuracy, and efficiency as they transform their organizations into AI enterprises.

As RAC only became commercially available in February of 2026, we expect the RSC suite to continue to be the majority of our revenue in fiscal 2027 and the main driver for ARR growth.

Factors Affecting Our Performance

Evolution of the Market and Adoption of Our Solutions

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Many organizations have focused on preventing cyberattacks instead of protecting their data and having a plan to recover it in case of a cyberattack.

We believe that the existing security ecosystem lacks a data security platform that will secure a customer’s data, wherever it lives, across enterprise, cloud, and SaaS applications.

We believe that the existing security ecosystem lacks a data security platform that will secure a customer’s data, wherever it lives, across enterprise, cloud, SaaS, unstructured data, and identity providers.

RSC is our Zero Trust Data Security platform that addresses the growing demand from organizations of virtually any size, across a wide range of industries, to address data security and cyberattack risks.

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They further extend their use of our platform through adoption of additional security products.

Several of our largest customers have deployed our platform to protect enterprise, unstructured data, cloud, and SaaS applications, securing large amounts of their data.

Several of our largest customers have deployed our platform to secure large amounts of their data across enterprise, cloud, SaaS, unstructured data, and identity providers.

Our ability to expand and extend within our customer base depends on, and has been impacted by, a number of factors, including platform performance, our customers’ satisfaction with our platform, competitive offerings, pricing, overall changes in our customers’ spending levels, and the effectiveness of our efforts to help our customers realize the benefits of our platform.

2026 Form 10-K 64

Macroeconomic and Supply Chain Conditions

Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior.

Macroeconomic conditions, including inflation, fluctuations in interest rates, foreign currency fluctuations, tariffs or other trade restrictions, geopolitical issues, changes in government policy or spending, and other changes in economic conditions, may adversely affect the buying patterns of our customers and prospective customers.

For example, in light of current macroeconomic conditions, such as higher cost-consciousness around information technology budgets, as well as constraints affecting the availability or pricing of compatible commodity servers needed to deploy our solutions, we have observed a lengthening of our sales cycles.

Additionally, key components of the commodity servers that are compatible with our solutions have been, and continue to be, adversely affected by global chip shortages and allocation constraints, in part due to elevated industry demand, which in certain cases have resulted in extended lead times and increased server prices.

While we have largely completed the sales of Rubrik-branded Appliances transitioning from us to our contract manufacturers in fiscal 2025, such delays, constraints and increased costs may adversely affect our customers’ purchasing decisions and deployment timelines.

In response, we may in the future provide commercial accommodations, which could reduce our margins or adversely affect our revenue and operating results if such practices become widespread or prolonged.

Due to our subscription-focused business model, any impact of the current macroeconomic environment and supply chain constraints on our business may not be fully reflected in our results of operations until future periods.

As we continue to monitor the direct and indirect impacts of the current environment, the broader implications of macroeconomic conditions and supply chain constraints on our business, results of operations and financial condition, particularly in the long term, remain uncertain.

Key Business Metrics

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Subscription ARR

Subscription ARR is calculated as the annualized value of our active subscription contracts as of the measurement date, assuming any contract that expires during the next 12 months is renewed on existing terms.

Subscription contracts include offerings for our RSC platform and related data security SaaS solutions, term-based licenses for our RSC-Private platform and related products, prior sales of CDM sold as a subscription term-based license with associated support and related SaaS products, and standalone sales of our SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring.

Subscription ARR is calculated as the annualized value of our active subscriptions as of the measurement date, based on our customers’ total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms.

Subscriptions include offerings for our RSC suite and related data security SaaS solutions, term-based licenses for our RSC-Private suite and related products, prior sales of CDM sold as a subscription term-based license with associated support and related SaaS products, and standalone sales of our SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring.

We believe Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers.

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% growth 34 % 39 %

2025 Form 10-K 62

Subscription ARR does not include any maintenance revenue associated with perpetual licenses, which we generally no longer offer.

Of the 39% and 47% growth, approximately 2 percentage points and 4 percentage points of growth for the twelve months ended

Of the 34% and 39% growth, approximately 1 percentage point and 2 percentage points of growth for the twelve months ended

January 31, 2026 and 2025, respectively, were a result of transitioning our existing maintenance customers to our subscription editions.

We expect the contributions to growth from these transitions to subside in fiscal 2026.

Contributions to growth from these transitions were largely completed in fiscal 2026.

Cloud Annual Recurring Revenue, or Cloud ARR

Cloud ARR is calculated as the annualized value of our active cloud-based subscription contracts as of the measurement date, based on our customers’ total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms.

Our cloud-based subscription contracts include RSC and RSC-Government (excluding RSC-Private).

Cloud ARR is calculated as the annualized value of our active cloud-based subscriptions as of the measurement date, based on our customers’ total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms.

Our cloud-based subscriptions include RSC and RSC-Government (excluding RSC-Private).

Cloud ARR also includes SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring, which are sold standalone or with prior sales of term-based license offerings of CDM.

We believe that Cloud ARR provides important information on new and existing customers purchasing new RSC subscription offerings and existing subscription term-based license customers renewing with RSC subscription offerings.

2026 Form 10-K 65

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

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Customers with $100,000 or more in Subscription ARR 2,805 2,246

2025 Form 10-K 63

Non-GAAP Financial Measures

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Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.

2026 Form 10-K 66

Free Cash Flow

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We believe that free cash flow is a helpful indicator of liquidity that provides information to management and investors about the amount of cash generated or used by our operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in our business and strengthening our financial position.

The limitation of free cash flow is that it does not reflect our future contractual commitments and may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses, including discretionary cash payments of our debt interest expense pursuant to the terms of our Amended Credit Facility and prepayments of other spend.

Additionally, free cash flow is not a substitute for cash used in operating activities, and the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period.

Free cash flow was $21.6 million, $(24.5) million and $(15.0) million for the fiscal year ended January 31, 2025, 2024 and 2023, respectively.

Free cash flow for the fiscal year ended January 31, 2025 includes a cash outlay of $22.8 million for employer payroll taxes due to the vesting of certain equity awards in conjunction with the initial public offering.

The improvement in free cash flow was primarily due to higher sales that were offset by higher expenses including expenses from Laminar operations, which was acquired in August 2023, a decrease in contract term due to the growth of our Cloud and SaaS products, and an increasing mix of annual and consumption payments from customers.

Additionally, free cash flow is not a substitute for cash provided by (used in) operating activities, and the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period.

Free cash flow was $237.8 million, $21.6 million and $(24.5) million for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

The improvement in free cash flow was primarily due to higher sales, including timing of renewals, improved operating leverage and optimizing our capital structure.

This trend when combined with changes in new business growth, may result in free cash flow volatility across periods.

In the longer term, we view continued Subscription ARR growth and our multi-year cash collection as primary drivers of free cash flow.

In the longer term, we view continued Subscription ARR growth, operating leverage, and the mix of annual versus upfront payment terms on our multi-year contracts as primary drivers of free cash flow.

See the risk factor titled “We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price and the value of your investment could decline” in the section titled “Risk Factors.”

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

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

Year Ended January 31,

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Net cash provided by financing activities $ 736,501 $ 398,023 $ 95,949

2025 Form 10-K 64

Subscription ARR Contribution Margin

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Subscription ARR Contribution Margin was 12%, 2%, and (12)% for the 12 months ended January 31, 2026, 2025 and 2024, respectively.

For the 12 months ended January 31, 2025, the non-GAAP expenses includes the recognition of $22.8 million for employer payroll taxes due to the vesting of certain equity awards in conjunction with the initial public offering.

The increase in Subscription ARR Contribution Margin was primarily driven by the strong year-over-year growth in Subscription ARR, compared to year-over-year growth in non-GAAP subscription costs of sales and non-GAAP operating expenses.

The increase in Subscription ARR Contribution Margin was primarily driven by the strong year-over-year Subscription ARR growth outpacing the year-over-year growth in non-GAAP subscription costs of sales and non-GAAP operating expenses.

In addition, for the 12 months ended January 31, 2025, the non-GAAP expenses included the one-time recognition of $22.8 million for employer payroll taxes due to the vesting of certain equity awards in conjunction with the initial public offering.

We believe that this increase in Subscription ARR Contribution Margin reflects increased operating leverage in our business.

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

2026 Form 10-K 67

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

Twelve Months Ended January 31,

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Stock-based compensation expense (16,374) (49,514) (45)

Stock-based compensation from amortization of capitalized internal-use software (273) (153) (287)

Stock-based compensation included in amortization of capitalized internal-use software (2,156) (273) (153)

Amortization of acquired intangibles (7,488) (3,673) (1,676)

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

Our revenue will fluctuate based on the timing for transitioning our existing customers to RSC, including the RCDM-T licenses offered to existing customers, sales of RSC-Private, and when qualified customers choose to exercise or forfeit their Subscription Credits, the customer options that are accounted for as material rights.

These expected trends, when combined with the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers, will limit and cause fluctuations to our revenue growth through fiscal 2027.

While we have largely completed both the sales of Rubrik-branded Appliances transitioning from us to our contract manufacturers in fiscal 2025 and the transition for new and existing customers to sales of RSC in fiscal 2026, we expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits (which are customer options that are accounted for as material rights) through fiscal 2027, although we expect the benefits to significantly reduce sequentially.

These business transitions cause fluctuations to our total revenue growth and limit the comparability of our revenue with past performance.

We primarily measure our business on the basis of Subscription ARR, as we believe it best reflects our actual growth and our growth prospects.

2025 Form 10-K 65

Certain prior period amounts reported in the consolidated financial statements and notes have been reclassified to conform to the current year presentation.

For the years ended January 31, 2026, 2025 and 2024, the Company combined maintenance revenue and other revenue into “Other” on the consolidated statements of operations.

The presentation of cost of revenue has been conformed to reflect the changes related to the presentation of revenues.

Such reclassifications related to the presentation of revenue and cost of revenue did not impact total revenue, loss from operations or net loss.

Subscription Revenue

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

SaaS includes SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring sold standalone or with prior sales of term-based license offerings of CDM prior to the launch of the RSC platform as well as sales of RSC.

RSC is offered as a fully-hosted subscription or a hybrid cloud subscription.

RSC is a fully-hosted subscription in the case of protection of cloud, SaaS, and unstructured data applications.

RSC is a fully-hosted subscription in the case of protection of cloud, SaaS, unstructured data, and identity providers.

When RSC is securing enterprise applications, it is a hybrid cloud subscription which includes software hosted from the cloud (as a service) and an on-premise license for securing enterprise applications.

The hybrid cloud subscription is accounted for as a single performance obligation because the software hosted from the cloud (as a service) and the on-premise software licenses are not separately identifiable and serve together to fulfill our promise to the customer, which is to provide a single, unified data security solution.

Our subscription capabilities are primarily sold as editions which bundle multiple products and include the Foundation Edition, Business Edition, Enterprise Edition, and Enterprise Proactive Edition.

Our RSC subscription capabilities are primarily sold as editions which bundle multiple products and include the Foundation Edition, Business Edition, and Enterprise Edition.

Subscription revenue related to SaaS is recognized ratably over the subscription period.

2026 Form 10-K 68

Subscription term-based licenses provide our customer with a right to use the software for a fixed term commencing upon delivery of the license to our customer.

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The remainder of the revenue is recognized ratably over the subscription period for support services, commencing with the date the service is made available to customers.

As customers continue to adopt or transition to RSC, we expect the ratable portion of our subscription revenue to increase.

We expect certain customers to consume our platform and products through a mix of RSC and RCDM-T as they complete the migration, which will result in a recognition of a portion of the associated revenue for these customers upfront.

Furthermore, our subscription revenue will also fluctuate when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights.

In fiscal 2025, subscription revenue saw some modest benefits as customers exercise or forfeit their Subscription Credits.

We expect to see some further benefits through fiscal 2027 that we do not expect to continue in the long-term.

The combination of both of these factors will limit and cause fluctuations in our subscription revenue growth through fiscal 2027, depending in part on the timing of our existing customers’ transition to RSC.

Maintenance Revenue

Maintenance revenue represents fees earned from software updates on a when-and-if-available basis, telephone support, integrated web-based support, and Rubrik-branded Appliance maintenance relating to our perpetual licenses.

Maintenance revenue is recognized ratably over the term of the service period.

We expect our maintenance revenue to decrease as we drive adoption of RSC for existing maintenance customers and the transition to be largely completed by the end of fiscal 2026.

As customers adopted or transitioned to RSC, the ratable portion of our subscription revenue has increased.

During the transition, certain customers consumed our platform and products through a mix of RSC and RCDM-T as they completed the migration, which resulted in a recognition of a portion of the associated revenue for these customers upfront.

Our subscription revenue will fluctuate when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights.

We have experienced revenue growth benefits from the non-recurring revenue associated with material rights;

however, we expect these benefits to decline over the course of fiscal 2027.

The combination of both of these factors may continue to limit and cause fluctuations in our subscription revenue growth during fiscal 2027, depending in part on the timing of our existing customers’ transition to RSC and exercises or forfeitures of Subscription Credits (which are customer options that are accounted for as material rights).

Other Revenue

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

Other revenue includes fees earned from sales of professional services, software updates on a when-and-if-available basis, telephone and integrated web-based support, Rubrik-branded Appliance maintenance relating to our perpetual licenses, and Rubrik-branded Appliances.

Revenue for Rubrik-branded Appliances is recognized when shipped to the customer.

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

In the third quarter of fiscal 2023, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers and this was largely completed in fiscal 2025.

We expect other revenue to be largely driven by sales of professional services in the future and as a percentage of total revenue to decrease over time.

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We expect our cost of subscription revenue to increase as our subscription revenue increases.

2025 Form 10-K 66

Cost of Maintenance Revenue

Cost of maintenance revenue primarily includes employee compensation and related expenses associated with customer support from our perpetual licenses.

Over the long-term, we expect our cost of maintenance revenue to decrease as our maintenance revenue decreases.

Cost of Other Revenue

Cost of other revenue primarily includes the cost of Rubrik-branded Appliances and professional services.

We expect cost of other revenue as a percentage of total cost of revenue to decrease due to the sales of Rubrik-branded Appliances transitioning from us to our contract manufacturers which was largely completed in fiscal 2025.

Cost of other revenue includes the cost of professional services, employee compensation and related expenses associated with customer support from our perpetual licenses, and the cost of Rubrik-branded Appliances.

We expect cost of other revenue as a percentage of total cost of revenue to decrease as the transition of sales of Rubrik-branded Appliances from us to our contract manufacturers was largely completed in fiscal 2025.

Over the long-term, we expect the cost of other revenue to be largely driven by sales of professional services.

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This is due to the revenue being recognized ratably over the subscription term rather than a portion being recognized upfront from subscription term-based licenses and associated increases in hosting costs for our SaaS solutions.

We expect our subscription gross margin to fluctuate as customers adopt data security SaaS solutions on the RSC platform.

Maintenance Gross Margin

We expect maintenance revenue to decrease as a percentage of total revenue, which we expect will result in a decrease in maintenance costs.

We expect our maintenance margin to fluctuate until the end of fiscal 2026 as maintenance revenue and related costs decline as customers adopt RSC.

We expect our subscription gross margin to fluctuate as customers adopt data security SaaS solutions on the RSC suite.

2026 Form 10-K 69

Other Gross Margin

We expect sales of Rubrik-branded Appliances to decrease as we transition the sale from us to contract manufacturers, which will result in a decrease in associated Rubrik-branded Appliance costs.

The transition of the sale of Rubrik-branded Appliances to our contract manufacturers was largely completed in fiscal 2025.

We expect other gross margin to decrease as a percentage of total revenue, which we expect will result in a decrease in cost of other revenue.

We expect sales of Rubrik-branded Appliances to decrease as the transition of sales of Rubrik-branded Appliances from us to our contract manufacturers was largely completed in fiscal 2025.

Over the long-term, we expect other gross margin to be largely driven by sales of professional services.

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We also expect our research and development expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.

2025 Form 10-K 67

Sales and Marketing

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Other Non-Operating Income (Expense)

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

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

Income Tax Expense

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Subscription $ 1,263,927 $ 828,740 $ 537,869

Maintenance 18,408 38,745 76,220

Other 52,264 57,804 90,023

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229,741 215,036 97,927

Maintenance (1)

32,136 50,712 47,035

44,644 40,563 104,661

Total cost of revenue 261,877 265,748 144,962

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Interest expense (17,227) (41,253) (30,295)

Loss on debt extinguishment (6,653) — —

Other income (expense), net (9,334) 1,480 (1,884)

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Net loss $ (348,828) $ (1,154,820) $ (354,158)

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

Net loss per share, basic and diluted $ (1.78) $ (7.48) $ (5.84)

Weighted-average shares used in computing net loss per share, basic and diluted 196,468 154,294 60,628

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

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Subscription $ 16,374 $ 49,514 $ 45

Maintenance 3,076 7 34

Other 2,556 17,527 18

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Subscription 96 % 93 % 86 %

Maintenance 3 6 13

Total revenue 100 100 100

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Subscription 18 24 16

Maintenance 1 1 3

Total cost of revenue 20 30 23

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Interest expense (1) (5) (5)

Loss on debt extinguishment (1) — —

Other income (expense), net (1) — —

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Subscription $ 1,263,927 $ 828,740 $ 435,187 53 %

Maintenance 18,408 38,745 (20,337) (52) %

Other 52,264 57,804 (5,540) (10) %

Total revenue $ 1,316,191 $ 886,544 $ 429,647 48 %

Growth in subscription revenue was driven by growth in Subscription ARR and modest benefits as customers exercised or forfeited their Subscription Credits but also benefited from the fiscal 2024 revenue headwind related to the transition to RSC and higher than expected upfront and non-recurring revenue.

The higher than expected upfront and non-recurring revenue is also due to higher new sales and renewals of RSC-Private from regulated and government verticals in fiscal 2025 as well as the extension of RCDM-T to some of our customers, as they progress through their adoption of RSC.

Our Subscription ARR grew from $784.0 million as of January 31, 2024 to $1,092.6 million as of January 31, 2025, representing a 39% increase.

Of the increase in Subscription ARR, 2 percentage points are a result of transitioning our existing maintenance customers to our subscription editions.

A further indication of our ability to expand revenue from existing customers is through our average subscription dollar-based net retention rate which was greater than 120% as of January 31, 2025.

Growth in subscription revenue for the fiscal year ended January 31, 2026 was driven by growth in Subscription ARR and some benefits as customers exercised or forfeited their Subscription Credits.

For the fiscal year ended January 31, 2026, non-recurring revenue related to material rights associated with Subscription Credits accounted for approximately $70.2 million.

We expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits through fiscal 2027, although we expect the benefits to significantly reduce sequentially.

Our Subscription ARR grew from $1.09 billion as of January 31, 2025 to $1.46 billion as of January 31, 2026, representing a 34% increase.

Of the increase in Subscription ARR, approximately 1 percentage point is a result of transitioning our existing maintenance customers to our subscription editions.

A further indication of our ability to expand revenue from existing customers is through our average subscription dollar-based net retention rate which was over 120% as of January 31, 2026.

We had 2,805 customers with $100,000 or more in Subscription ARR as of January 31, 2026, increasing from 2,246 as of January 31, 2025.

2025 Form 10-K 70

Maintenance revenue associated with sales of perpetual licenses of our legacy CDM product decreased for the fiscal year ended January 31, 2025.

Maintenance revenue represented 3% and 6% of total revenue for the fiscal year ended January 31, 2025 and 2024, respectively.

We expect the transition of existing maintenance customers adopting RSC subscription offerings to be largely completed by the end of fiscal 2026.

Other revenue, which consists primarily of sales of Rubrik-branded Appliances and professional services, decreased for the fiscal year ended January 31, 2025.

Sales of Rubrik-branded Appliances decreased by $10.4 million for the fiscal year ended January 31, 2025, as the transition of sales of our Rubrik-branded Appliances from us to our contract manufacturers is largely complete.

Other revenue, which consists primarily of sales of perpetual licenses of our legacy CDM product, Rubrik-branded Appliances and professional services, decreased for the fiscal year ended January 31, 2026.

Other revenue represented 4% and 7% of total revenue for the fiscal years ended January 31, 2026 and 2025, respectively.

The transition of existing maintenance customers adopting RSC subscription offerings was largely completed in fiscal 2026.

We expect our other revenue as a percentage of total revenue to continue to decrease.

2026 Form 10-K 72

Cost of Revenue

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Subscription $ 229,741 $ 215,036 $ 14,705 7 %

Maintenance 6,068 6,472 (404) (6) %

Other 32,136 50,712 (18,576) (37) %

Total cost of revenue $ 261,877 $ 265,748 $ (3,871) (1) %

Cost of subscription revenue increased for the fiscal year ended January 31, 2025 primarily due to the recognition of stock-based compensation expense of $49.5 million after and as a result of the completion of our IPO, an increase in $48.5 million in hosting costs due to the launch and adoption of more SaaS products by our customers, and an increase of $10.6 million from growth in our customer support organization.

Cost of maintenance revenue decreased for the fiscal year ended January 31, 2025 primarily due to $3.1 million decrease in our customer support organization costs relating to maintenance revenue as we no longer offer new perpetual licenses and as existing maintenance customers adopted RSC subscription offerings, offset by an increase of $3.1 million in stock-based compensation expense we recognized after and as a result of the completion of our IPO.

Cost of other revenue increased for the fiscal year ended January 31, 2025 primarily due to $14.5 million in stock-based compensation expense we recognized after and as a result of the completion of our IPO, partially offset by a decrease in Rubrik-branded Appliances costs of $10.9 million as we are transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers.

Cost of subscription revenue increased for the fiscal year ended January 31, 2026 primarily driven by an increase of $26.9 million in hosting costs due to the launch and adoption of more SaaS products by our customers, an increase of $12.3 million from growth in our customer support organization, an increase of $4.1 million of amortization of capitalized internal-use software and an increase of $3.8 million of amortization of acquired technology, partially offset by $33.1 million decrease in stock-based compensation expense as a result of higher RSU expense in the prior year related to the recognition of cumulative stock-based compensation expense upon our IPO.

Cost of other revenue decreased for the fiscal year ended January 31, 2026 primarily driven by a $15.0 million decrease in stock-based compensation expense, as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.

The remaining decrease is due to lower costs associated with decreased sales of Rubrik-branded Appliances, as the transition of sales of Rubrik-branded Appliances from us to our contract manufacturers was largely completed in fiscal 2025.

Gross Profit and Gross Margin

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Subscription $ 1,034,186 $ 613,704 $ 420,482 69 %

Maintenance 12,340 32,273 (19,933) (62) %

Other 20,128 7,092 13,036 184 %

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Subscription 82 % 74 %

Maintenance 67 % 83 %

Other 39 % 12 %

Total gross margin 80 % 70 %

Subscription gross margin decreased for the fiscal year ended January 31, 2025 due to the stock-based compensation expense we recognized after and as a result of the completion of our IPO and an increase in hosting costs associated with our development and launch of more SaaS products.

2025 Form 10-K 71

Maintenance gross margin decreased for the fiscal year ended January 31, 2025 due to the stock-based compensation expense we recognized after and as a result of the completion of our IPO.

Other gross margin decreased for the fiscal year ended January 31, 2025 due to the stock-based compensation expense we recognized after and as a result of the completion of our IPO.

Subscription gross margin increased for the fiscal year ended January 31, 2026 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO, partially offset by an increase in hosting costs associated with our development and launch of more SaaS products.

Other gross margin increased for the fiscal year ended January 31, 2026 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO.

Operating Expenses

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Research and development $ 373,682 $ 531,615 $ (157,933) (30) %

Research and development expenses increased for the fiscal year ended January 31, 2025.

Employee compensation and related expenses increased by $318.2 million due to $293.5 million of stock-based compensation expense we recognized after and as a result of the completion of our IPO and increases in headcount as we continued to develop new products and enhance the functionalities of our existing products.

2026 Form 10-K 73

Research and development expenses decreased for the fiscal year ended January 31, 2026 primarily driven by a decrease of $194.3 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.

The decrease was partially offset by an increase of $22.8 million in employee related costs driven by an increase in headcount, an increase of $5.6 million in hosting and software expense and $5.4 million in consulting services expense to support the Company’s growth.

Sales and Marketing

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Sales and marketing $ 769,019 $ 867,518 $ (98,499) (11) %

Sales and marketing expenses increased for the fiscal year ended January 31, 2025.

Employee compensation and related expenses increased by $366.5 million due to $329.1 million of stock-based compensation expense we recognized after and as a result of the completion of our IPO and increases in headcount.

Sales and marketing expenses decreased for the fiscal year ended January 31, 2026 primarily driven by a decrease of $214.6 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.

The decrease was partially offset by an increase of $60.7 million in marketing expense as a result of advertising costs, marketing events and related costs to promote and expand our market presence, and an increase of $49.1 million in employee related costs driven by an increase in headcount.

General and Administrative

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General and administrative $ 257,029 $ 355,695 $ (98,666) (28) %

General and administrative expenses increased for the fiscal year ended January 31, 2025.

Employee compensation and related expenses increased by $232.4 million due to $218.6 million of stock-based compensation expense we recognized after and as a result of the completion of our IPO and increases in headcount.

General and administrative expenses decreased for the fiscal year ended January 31, 2026 primarily driven by a decrease of $127.5 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.

The decrease is offset by an increase of $11.8 million in charitable donations, an increase of $8.3 million in consulting services expense, an increase of $3.5 million in hosting and software expense and an increase of $2.7 million in employee related costs driven by an increase in headcount.

Other Non-Operating Income (Expense)

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Interest expense (17,227) (41,253) 24,026 (58) %

Loss on debt extinguishment (6,653) — (6,653) 100 %

Other income (expense), net (9,334) 1,480 (10,814) (731) %

Interest income increased for the fiscal year ended January 31, 2026 due to higher cash, cash equivalents, and investment balances.

Interest expense increased for the fiscal year ended January 31, 2025 primarily due to our Prior Credit Facility and Amended Credit Facility (each as defined below).

2025 Form 10-K 72

Interest expense decreased for the fiscal year ended January 31, 2026 as our Amended Credit Facility was fully repaid in June 2025.

Loss on debt extinguishment increased for the fiscal year ended January 31, 2026 due to the write-off of unamortized debt discount and issuance costs and prepayment premium paid upon the full repayment of borrowings under our Amended Credit Facility.

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

Income Tax Expense

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Income tax expense $ 22,355 $ 6,368 $ 15,987 251 %

Our income tax expense decreased for the fiscal year ended January 31, 2025 due to the impact of integrating the operations of Laminar during the fiscal year ended January 31, 2024 and several of our foreign subsidiaries making an election in the current year to be treated as U.S.

branches for federal income tax purposes effective in fiscal 2024.

2026 Form 10-K 74

Our income tax expense increased for the fiscal year ended January 31, 2026 due to increased profits in our foreign subsidiaries, mainly due to non-deductible stock-based compensation.

Our effective tax rate may fluctuate significantly and could be adversely affected to the extent that earnings are lower than anticipated in countries that have lower statutory tax rates and higher than anticipated in countries that have higher statutory tax rates.

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Liquidity and Capital Resources

To date, we have financed our operations principally through private placements of our redeemable convertible preferred stock, our term loan credit facility, and payments received from customers.

To date, we have financed our operations principally through proceeds received from issuance of equity and debt securities and payments received from customers.

In April 2024, we completed our IPO which resulted in proceeds of approximately $710.3 million, net of underwriting discounts and commissions.

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In June 2022, we entered into a $195.0 million credit facility (the "Prior Credit Facility"), consisting of initial term loans in an aggregate principal amount of $175.0 million and delayed draw term loan commitments in an aggregate principal amount of $20.0 million.

The Prior Credit Facility was scheduled to mature in June 2027.

We borrowed the full amount of the initial term loans in June 2022, the proceeds of which were used for general corporate purposes, and subsequently drew approximately $14.5 million of delayed draw term loans to pay accrued quarterly interest payments under the Prior Credit Facility.

In August 2023, we amended and restated the Prior Credit Facility (the "Amended Credit Facility"), to increase the total borrowing capacity thereunder to $330.0 million, consisting of initial term loans in an aggregate principal amount of approximately $289.5 million and delayed draw term loan commitments in an aggregate principal amount of approximately $40.5 million.

The Amended Credit Facility will mature in August 2028.

We borrowed the full amount of the initial term loans and approximately $4.1 million of delayed draw term loans under the Amended Credit Facility on the closing date of the Amended Credit Facility in order to (i) refinance and replace in full the outstanding term loans under the Prior Credit Facility, (ii) finance the consideration for the acquisition of Laminar, and (iii) pay the accrued quarterly interest under the Prior Credit Facility then due.

Borrowings under the Amended Credit Facility will bear interest, at our option, at a rate per annum equal to (i) (x) a base rate equal to the highest of (A) the prime rate as published by The Wall Street Journal, (B) the federal funds rate plus 0.5%, and (C) an adjusted SOFR rate for a one-month interest period plus 1.0% plus (y) a margin of 6.0%, or (ii) an adjusted SOFR rate for a selected interest period plus a margin of 7.0%.

We have the option to elect to fund up to 100.0% of the interest payments under the Amended Credit Facility with the incurrence of additional delayed draw term loans, subject to a temporary increase of 0.5% in the annual interest rate due on outstanding term loans for a period of 90 to 180 days from the latest date of incurrence of such additional delayed draw term loans.

The annual interest rate on outstanding term loans under the Amended Credit Facility can also decrease by 0.5% if we achieve certain financial targets.

In connection with each of the Prior Credit Facility and the Amended Credit Facility, we were also required to pay customary fees for a credit facility of this size and type, including an upfront fee.

We have the option to prepay the loans under the Amended Credit Facility at any time subject to a prepayment premium of (i) 1.5% in the first year following the closing of the Amended Credit Facility, (ii) 0.5% in the second year following the closing of the Amended Credit Facility, and (iii) 0.0% thereafter.

In August 2023, we acquired all of the outstanding stock of Laminar, a data security posture management ("DSPM") platform.

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

In June 2025, we completed a private offering to qualified institutional buyers of $1.15 billion aggregate principal amount of 0.00% convertible senior notes due 2030 (the “Convertible Notes" or "Notes").

The Convertible Notes are general unsecured obligations of the Company and will mature on June 15, 2030, unless earlier converted, redeemed or repurchased.

Net proceeds from the issuance of the Convertible Notes were approximately $1.13 billion.

The outstanding principal of the Convertible Notes was $1.15 billion as of January 31, 2026.

In connection with the Convertible Notes, we entered into privately negotiated capped call transactions with certain affiliates of certain initial purchasers of the Convertible Notes and other financial institutions (the “Capped Calls”) for a cost of $88.6 million.

The Capped Calls are expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price initially equal to $175.10 per share.

We used a portion of the net proceeds from the Convertible Notes to pay the $88.6 million cost of the Capped Calls and repay the outstanding balance of $327.9 million under the Amended Credit Facility.

We expect to use the remaining net proceeds from the Convertible Notes for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses and capital expenditures.

In July 2025, we acquired all outstanding stock of Predibase, a developer platform.

We accounted for this transaction as a business combination.

The acquisition date fair value of the purchase consideration was $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 we held back, 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 intended to support our leadership position as a data security platform provider and help accelerate our cyber posture offerings.

2025 Form 10-K 73

The acquisition date fair value of the purchase consideration was $109.1 million, of which $14.5 million was in cash and the remainder in common stock.

The acquisition of Predibase is to help us accelerate our agentic AI adoption from pilot to production at scale.

Our billings grow with new business growth.

The majority of our billings are driven by invoicing our customers for multi-year commitments.

However, this may evolve as customers have opted to, and may continue to opt to, pay us on an annual or consumption basis based on products purchased due to the growth in our SaaS product offerings.

However, this may evolve as customers have opted to, and may continue to opt to, pay us on an annual, monthly or consumption basis based on products purchased due to the growth in our SaaS and Cloud product offerings.

In addition, our billings are subject to seasonality, with billings in the fourth quarter being substantially higher than in the other three quarters.

As of January 31, 2025, we had cash, cash equivalents, and short-term investments of $705.1 million.

Our cash equivalents and investments primarily consist of money market funds, U.S.

As of January 31, 2026, we had cash, cash equivalents, and short-term investments of $1.68 billion.

Our cash equivalents and investments primarily consist of money market funds, certificate of deposit, U.S.

treasuries, commercial paper, corporate bonds, and U.S.

government agencies securities.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $(2,837.3) million as of January 31, 2025.

We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts for the foreseeable future due to the investments we intend to make as described above.

We have generated significant operating losses from our operations as reflected in our accumulated deficit of $(3.19) billion as of January 31, 2026.

We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts for the foreseeable future.

As a result, we may require additional capital resources to execute strategic initiatives to grow our business.

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

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

2026 Form 10-K 75

Our longer-term future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, and the continuing market adoption of our platform.

We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash and long-term investment balances, and our Amended Credit Facility, and potential future debt or equity financings.

We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash and short-term investment balances, and potential future debt or equity financings.

We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights.

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We expect seasonality, timing of billings, billings terms, and collections from our customers to have a material impact on our cash flow from operating activities from period to period.

Our primary uses of cash from operating activities are for employee compensation and related expenses, sales commissions, fees for third-party professional services, colocation and hosting costs, marketing programs, and discretionary cash payments of our debt interest expense pursuant to the terms of our Amended Credit Facility and prepayments of other spend.

Our primary uses of cash in operating activities are for employee compensation and related expenses, sales commissions, fees for third-party professional services, colocation and hosting costs, marketing programs, and prepayments of other spend, including hosting prepayments.

Our cash flow from operating activities may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses.

For the fiscal year ended January 31, 2025, net cash provided by operating activities of $48.2 million resulted primarily from a net loss of $1,154.8 million, partially offset by $913.9 million of stock-based compensation, $90.3 million of amortization of deferred commissions, $34.3 million for non-cash interest related to debt, $28.9 million for depreciation and amortization, and $141.7 million of net cash inflow from changes in operating assets and liabilities.

For the fiscal year ended January 31, 2026, net cash provided by operating activities of $282.9 million resulted primarily from a net loss of $348.8 million, partially offset by $329.4 million of stock-based compensation, $110.0 million of amortization of deferred commissions, $37.1 million for depreciation and amortization, $6.7 million of loss on debt extinguishment, and $148.2 million of net cash inflow from changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily the result of a $425.8 million increase in deferred revenue from increased billings and a $63.2 million increase in accrued expenses and other liabilities.

The cash inflow was partially offset by a $153.8 million increase in deferred commissions, a $111.7 million increase in prepaid expense and other assets and a $79.8 million increase in accounts receivable.

The increase in prepaid expenses and other assets includes $93.2 million prepayment, of which $54.2 million is incremental year over year, for our hosting costs that are related to the launch and adoption of more SaaS products by our customers.

For the fiscal year ended January 31, 2025, net cash provided by operating activities of $48.2 million resulted primarily from a net loss of $1.15 billion, partially offset by $913.9 million of stock-based compensation, $90.3 million of amortization of deferred commissions, $34.3 million for non-cash interest related to debt, $28.9 million for depreciation and amortization, and $141.7 million of net cash inflow from changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily the result of a $313.2 million increase in deferred revenue from increased billings and a $45.9 million increase in accrued expenses and other current liabilities.

The cash inflow was partially offset by a $128.8 million increase in deferred commissions, a $48.8 million increase in prepaid expense and other assets and a $44.3 million increase in accounts receivable.

2025 Form 10-K 74

For the fiscal year ended January 31, 2024, net cash used in operating activities of $4.5 million resulted primarily from a net loss of $354.2 million, partially offset by $76.5 million of amortization of deferred commissions, $24.3 million for depreciation and amortization, $10.1 million for non-cash interest related to debt, $5.7 million of stock-based compensation, and $233.9 million of net cash inflow from changes in operating assets and liabilities.

The net cash inflow from changes in operating assets and liabilities was primarily the result of a $299.8 million increase in deferred revenue from increased billings, a $22.9 million increase in accrued expenses and other liabilities, and a $17.2 million decrease in accounts receivable.

The cash inflow was partially offset by a $107.1 million increase in deferred commissions.

Investing Activities

For the fiscal year ended January 31, 2026, net cash used in investing activities of $830.1 million resulted from $1.47 billion in purchases of investments, $29.6 million in purchases of property and equipment, $21.3 million paid for acquisitions, and $15.4 million in capitalized internal-use software, offset by $708.2 million in proceeds from maturities of investments.

2026 Form 10-K 76

For the fiscal year ended January 31, 2025, net cash used in investing activities of $383.4 million resulted from $797.1 million in purchases of investments, $16.9 million in purchases of property and equipment, and $9.7 million in capitalized internal-use software, offset by $440.3 million in proceeds from maturities and sales of investments.

For the fiscal year ended January 31, 2024, net cash used in investing activities of $93.6 million resulted from $246.0 million in purchases of investments, $90.3 million paid to acquire Laminar, $12.3 million in purchases of property and equipment, and $7.7 million in capitalized internal-use software, offset by $262.7 million in proceeds from maturities and sales of investments.

Financing Activities

For the fiscal year ended January 31, 2025, net cash provided by financing activities of $398.0 million resulted primarily from $815.2 million in proceeds from our IPO and underwriters' exercise of over-allotment option, net of underwriting discounts and commissions, $11.1 million in proceeds from issuance of common stock under employee stock purchase plan, and $8.5 million from the exercise of stock options, partially offset by $432.5 million in taxes paid related to the net share settlement of equity awards that vested since our IPO, and $3.5 million for payment of deferred offering costs.

For the fiscal year ended January 31, 2024, net cash provided by financing activities of $95.9 million resulted primarily from $96.5 million in proceeds from the issuance of debt, net of discount and $3.4 million from the exercise of stock options, offset by $3.7 million for payment of deferred offering costs.

For the fiscal year ended January 31, 2026, net cash provided by financing activities of $736.5 million resulted primarily from $800.2 million in proceeds from issuance of the Convertible Notes, net of full repayment of our Amended Credit Facility, $29.0 million in proceeds from issuance of common stock under employee stock purchase plan, and $4.1 million from the exercise of stock options, partially offset by $88.6 million paid to purchase Capped Calls and $6.3 million in taxes paid related to the net share settlement of equity awards.

For the fiscal year ended January 31, 2025, net cash provided by financing activities of $398.0 million resulted primarily from $815.2 million in proceeds from our IPO and underwriters' exercise of over-allotment option, net of underwriting discounts and commissions, $11.1 million in proceeds from issuance of common stock under employee stock purchase plan, and $8.5 million from the exercise of stock options, partially offset by $432.5 million in taxes paid related to the net share settlement of equity awards that vested upon our IPO, and $3.5 million for payment of deferred offering costs.

Material Cash Requirements

As of January 31, 2025, our material cash requirements consisted of (i) obligations under operating leases for offices and data centers on an undiscounted basis, of which $11.1 million will be due within 12 months and $19.7 million will be due thereafter, (ii) purchase obligations relating primarily to hosting and software and subscription services, of which $50.0 million will be due within 12 months and $243.2 million will be due thereafter, and (iii) debt, including the quarterly interest payments.

As of January 31, 2025, the aggregate principal amount of our $322.3 million debt obligation is due in fiscal 2029.

As of January 31, 2026, our material cash requirements consisted of (i) obligations under operating leases for offices and data centers on an undiscounted basis, of which $14.6 million will be due within 12 months and $26.5 million will be due thereafter, (ii) purchase obligations relating primarily to hosting and software and subscription services, of which $50.6 million will be due within 12 months and $398.2 million will be due thereafter, and (iii) the Convertible Notes.

The aggregate principal amount of our $1.15 billion debt obligation under the Convertible Notes as of January 31, 2026 is due in June 2030.

The contractual commitment amounts above are associated with agreements that are enforceable and legally binding.

Obligations under contracts that we can cancel without a significant penalty are not included above.

Purchase orders issued in the ordinary course of business are not included above, as our purchase orders represent authorizations to purchase rather than binding agreements.

Critical Accounting Policies and Estimates

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Refer to Note 2, Basis of Presentation and Summary of Significant Accounting Policies of the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further information on our other significant accounting policies.

2025 Form 10-K 75

Revenue Recognition

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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.

2026 Form 10-K 77

Our contracts with customers may include customer options that are material rights.

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Deferred revenue associated with customer options that are subsequently forfeited will be released into revenue at the time the options are forfeited.

Common Stock Valuations

Prior to the IPO, the fair value of the common stock underlying our stock-based awards has historically been determined by our board of directors, with input from management and reference to contemporaneous unrelated independent third-party valuations.

We believe that our board of directors has the relevant experience and expertise to determine the fair value of our common stock.

Given the absence of a public trading market of our common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of our common stock.

These factors include:

• the results of contemporaneous unrelated third-party valuations of our common stock at periodic intervals;

• the prices, rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of its common stock;

• the lack of marketability of our common stock;

• our actual operating and financial results;

• our current business conditions and projections;

• market multiples of comparable companies in our industry;

• the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions;

• recent secondary stock sales transactions;

• macroeconomic conditions.

The determination of the fair value of our common stock involves the use of estimates, judgments, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, future cash flows, discount rates, market multiples, the selection of comparable public companies, and the probability of and timing associated with possible future events.

Following the IPO, the fair value of our common stock is based on the closing price as reported on the date of grant on the stock exchange on which we are listed.

2025 Form 10-K 76

CEO Performance Award

In June 2022, our board of directors approved a stock option grant to our CEO, Mr.

Sinha to purchase up to 8,000,000 shares of Class B common stock.

The CEO Performance Award was granted upon our IPO and vests upon the satisfaction of a service-based condition and the achievement of certain stock price goals.

We estimated the grant date fair value of the award using the Monte Carlo simulation method which incorporates multiple stock price paths as well as the possibility that the stock price goals may not be satisfied.

One of the judgmental assumptions in the Monte Carlo simulation method is the expected volatility of our common stock price.

Since we do not have sufficient trading history of our common stock, we estimated the expected volatility at the grant date by using the historical volatility of a group of comparable publicly traded companies over a period equal to the time to expiration of the options.

Recently Issued Accounting Pronouncements

See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a discussion of recent accounting pronouncements.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the JOBS Act.

The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards.

This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies.

We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

2026 Form 10-K 78

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis