What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-19 compared with 2025-03-20 · 272 added, 193 removed, 851 unchanged (35% of the section changed)

13 unchanged sentences

Rubrik, Inc.:

Opinion on the Consolidated Financial Statements

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Rubrik, Inc.

and subsidiaries (the Company) as of January 31, 2026 and 2025, 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, 2026, 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.

We also have audited the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, 2026, 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.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting 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.

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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.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements 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.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

2026 Form 10-K 81

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over the subscription credits provided to customers

As discussed in Note 2 to the consolidated financial statements, the Company's revenue is primarily derived from subscriptions to its Rubrik Security Cloud (RSC) platform.

The Company began transitioning customers to RSC from its legacy product offerings in fiscal 2023.

As part of the business transition, the Company offered certain qualified customers the option to receive subscription credits, which were considered to be material rights.

To the extent a qualified customer exercised its option to utilize the subscription credits, the amount of consideration allocated to the material right is recognized into revenue over time beginning at the date the customer accepts the option.

Alternatively, deferred revenue associated with subscription credits that are subsequently forfeited will be released into revenue at the time the subscription credits are forfeited.

We identified the evaluation of the sufficiency of audit evidence over the subscription credits provided to customers as a critical audit matter.

Subjective auditor judgment was required to determine the nature and extent of procedures to be performed because of the Company’s manual process to determine if the subscription credits were exercised, forfeited, or have yet to be exercised or forfeited.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over the subscription credits.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the manual process to determine if the subscription credits were exercised, forfeited, or have yet to be exercised or forfeited.

For a selection of transactions, we verified whether the subscription credits were exercised, forfeited, or have yet to be exercised or forfeited by 1) inspecting the expiration date from the original customer contract and 2) inspecting if the subscription credit was exercised in a new customer contract.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over the subscription credits.

We have served as the Company’s auditor since 2018.

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Total assets $ 2,766,536 $ 1,422,974

Liabilities, redeemable convertible preferred stock and stockholders’ deficit

Liabilities and Stockholders’ Deficit

Current liabilities

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Other liabilities, noncurrent 64,771 61,821

Convertible senior notes, net 1,130,721 —

Debt, noncurrent — 322,341

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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

Stockholders’ deficit

Preferred stock, $ 0.000025 par value – 20,000,000 and zero shares authorized as of January 31, 2025 and 2024, respectively;

Preferred stock, $ 0.000025 par value – 20,000,000 shares authorized as of January 31, 2026 and 2025, respectively;

zero shares issued and outstanding as of January 31, 2026 and 2025, 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

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

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

Class A common stock, $ 0.000025 par value – 1,070,000,000 shares authorized as of January 31, 2026 and 2025, respectively;

157,370,648 and 101,981,023 shares issued and outstanding as of January 31, 2026 and 2025, respectively

Class B common stock, $ 0.000025 par value – 210,000,000 shares authorized as of January 31, 2026 and 2025, respectively;

44,871,492 and 87,785,767 shares issued and outstanding as of January 31, 2026 and 2025, respectively

Additional paid-in capital 2,662,861 2,291,829

Accumulated other comprehensive loss ( 8,235 ) ( 2,239 )

Accumulated other comprehensive income (loss) 3,733 ( 8,235 )

Accumulated deficit ( 3,186,161 ) ( 2,837,333 )

Total stockholders’ deficit ( 519,562 ) ( 553,734 )

Total liabilities, redeemable convertible preferred stock and stockholders’ deficit $ 1,422,974 $ 873,610

Total liabilities and stockholders’ deficit $ 2,766,536 $ 1,422,974

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

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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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Subscription 229,741 215,036 97,927

Maintenance 6,068 6,472 15,059

Other 32,136 50,712 47,035

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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

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

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Unrealized gain (loss) on available-for-sale securities, net of tax 2,142 278 417

Total other comprehensive loss, net of tax ( 5,996 ) ( 938 ) ( 1,213 )

Total other comprehensive income (loss), net of tax 11,968 ( 5,996 ) ( 938 )

Comprehensive loss $ ( 336,860 ) $ ( 1,160,816 ) $ ( 355,096 )

9 unchanged sentences

Issuance of common stock upon exercise of stock options — — 884,012 — 3,383 — — 3,383

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 — — — — —

Issuance of common stock for business acquisition — — 500,000 — 14,070 — — 14,070

Stock-based compensation — — — — 5,715 — — 5,715

Other comprehensive loss — — — — — ( 1,213 ) — ( 1,213 )

Other comprehensive income (loss) — — — — — ( 938 ) — ( 938 )

Net loss — — — — — — ( 354,158 ) ( 354,158 )

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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 for business acquisition — — 500,000 — 14,070 — — 14,070

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 — — — — — ( 938 ) — ( 938 )

Other comprehensive income (loss) — — — — — ( 5,996 ) — ( 5,996 )

Net loss — — — — — — ( 1,154,820 ) ( 1,154,820 )

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— — 189,766,790 5 2,291,829 ( 8,235 ) ( 2,837,333 ) ( 553,734 )

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 exercise of stock options — — 596,134 — 4,090 — — 4,090

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Issuance of common stock under employee stock purchase plan — — 1,007,780 — 28,986 — — 28,986

Issuance of common stock for business combination, net of settlement for tax withholding and forfeiture — — 1,459,425 — 88,233 — — 88,233

Purchase of capped calls related to convertible senior notes — — — — ( 88,550 ) — — ( 88,550 )

Stock-based compensation — — — — 338,273 — — 338,273

Other comprehensive loss — — — — — ( 5,996 ) — ( 5,996 )

Other comprehensive income (loss) — — — — — 11,968 — 11,968

Net loss — — — — — — ( 348,828 ) ( 348,828 )

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Non-cash interest — 34,256 10,117

Loss on debt extinguishment 6,653 — —

Deferred income taxes 4,008 1,241 1,937

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Maturities of investments 708,154 407,264 255,214

Payment for business combination, net of cash acquired — ( 90,328 ) —

Payments for business combinations, net of cash acquired ( 21,259 ) — ( 90,328 )

Net cash used in investing activities ( 830,089 ) ( 383,442 ) ( 93,623 )

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Proceeds from issuance of common stock under employee stock purchase plan 28,986 11,064 —

Repurchases of unvested common stock — — ( 6 )

Payments for deferred offering costs, net — ( 3,545 ) ( 3,734 )

Proceeds from issuance of debt, net of discount — — 96,525

Payments for debt discount costs ( 475 ) — —

Payments for debt issuance costs ( 233 ) ( 225 ) ( 725 )

Proceeds from issuance of convertible senior notes, net of discount 1,129,875 — —

Repayment of debt and related costs ( 329,646 ) — —

Payments for debt issuance and discount costs ( 1,903 ) ( 708 ) ( 225 )

Purchase of capped calls related to convertible senior notes ( 88,550 ) — —

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

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Cash, cash equivalents, and restricted cash, end of year $ 392,740 $ 193,594 $ 137,059

2026 Form 10-K 87

Supplemental cash flow information:

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Non-cash investing and financing activities:

Vesting of early exercised common stock options $ — $ — $ 164

Transfers of inventory to property and equipment $ — $ 102 $ 626

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Fair value of common stock issued as consideration for business combination 93,770 — 14,070

Acquisition holdback accrued not paid in accrued expenses and other current liabilities 752 — —

Leasehold improvements funded directly by lessor included in property and equipment, net 885 — —

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

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Note 1 – Description of Business

(“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.

(“Rubrik” or the “Company”) is a Security and artificial intelligence (“AI”) company, with a mission to secure and accelerate the world’s AI transformation.

Rubrik 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.

Rubrik launched Rubrik Agent Cloud in February 2026 to provide a comprehensive AI operations suite that can dynamically monitor, control, and remediate agentic actions.

The Company was incorporated in December 2013 as ScaleData, Inc., a Delaware corporation, and changed its name to Rubrik, Inc.

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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.

Upon the consummation of the IPO, $ 10.3 million of deferred offering costs, net of reimbursement received from the underwriters, were reclassified into stockholders’ deficit 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”).

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All intercompany accounts and transactions have been eliminated in consolidation.

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.

2026 Form 10-K 89

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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”).

SaaS subscriptions include standalone sales of SaaS subscription products as well as sales of RSC.

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

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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.

The Company’s 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.

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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.

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.

When we sell our software license with our Rubrik-branded Appliances, revenue for both the Rubrik-branded Appliances and software licenses are recognized at the same time.

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

Rubrik-branded Appliance revenue is recognized when shipped to the customer.

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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.

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”).

The Company had offered Subscription Credits for RSC to qualified customers 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.

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Products and services transferred at a point in time 114,946 72,080 100,176

Maintenance revenue

Products and services transferred over time 18,408 38,745 76,220

Other revenue

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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.

As of January 31, 2026, total remaining non-cancellable performance obligations under the Company’s contracts with customers was approximately $ 2.40 billion.

The Company expects to recognize approximately 53 % of this amount as revenue over the next 12 months, with the remaining balance to be recognized as revenue thereafter.

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The Company performs ongoing credit evaluations of its customers and maintains an allowance, as needed.

2025 Form 10-K 89

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.

1 unchanged sentence

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.

2026 Form 10-K 92

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.

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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.

As of January 31, 2026 and 2025, the Company’s restricted cash balance was $ 12.5 million and $ 7.3 million, respectively, primarily related to collateral held under its facility lease agreements and company credit cards.

Restricted cash is included within other assets, noncurrent on the Company’s consolidated balance sheets.

The Company determines the appropriate classification of its investments at the time of purchase and reevaluates such designation at each balance sheet date.

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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.

2025 Form 10-K 90

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.

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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.

2026 Form 10-K 93

Fair Value Measurements

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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.

2025 Form 10-K 91

The Company capitalizes certain costs incurred for the development of computer software for internal-use during the application development stage.

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The amortization is recorded within subscription cost of revenue in the consolidated statements of operations.

2026 Form 10-K 94

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.

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There was no impairment charge of long-lived assets for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

Convertible Senior Notes

In June, 2025, the Company issued $ 1.15 billion aggregate principal amount of 0.00 % convertible senior notes due June 2030 (the “Convertible Notes”), which are recorded at their carrying value on the consolidated balance sheets.

The Convertible Notes will be classified as long-term liabilities until they are scheduled to mature within one year of the balance sheet date or become repayable within one year of the balance sheet date.

Debt discount and issuance costs in connection with the issuance of the Convertible Notes are recorded as a reduction to the Convertibles Notes and are amortized as interest expense using the effective interest rate method over the contractual term of the Convertible Notes.

The amortized debt discount and issuance costs are included within interest expense on the consolidated statements of operations.

The Company evaluates conversion features to determine if they are required to be accounted for separately as embedded derivatives.

Advertising Costs

Advertising costs are expensed as incurred in sales and marketing expense in the consolidated statements of operations and amounted to $ 70.8 million, $ 35.6 million and $ 31.3 million for the fiscal years ended January 31, 2026, 2025 and 2024, 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.

2026 Form 10-K 95

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, and stock purchase rights granted under the Employee Stock Purchase Plan (“ESPP”) to employees based on estimated fair values at the date of grant.

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.

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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.

The Company has not experienced any material credit losses as of January 31, 2026.

Concentration of revenue and accounts receivable

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Partner C * 10 % 11 % * 14 %

Partner D * * * 11 % *

* Less than 10%

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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 computes basic and diluted net loss per share attributable to Class A and Class B common stockholders for the fiscal years ended January 31, 2026 and January 31, 2025 and basic and diluted net loss per share attributable to common and convertible founder stockholders for the fiscal year ended January 31, 2024 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.

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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.

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 stock options, unvested RSUs issued and outstanding, ESPP and convertible notes, 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.

The Company adopted ASU 2023-09 on a prospective basis effective February 1, 2025.

See Note 12 Income Taxes for the inclusion of new disclosures required.

Recently Announced Accounting Pronouncements Not Yet Adopted

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.

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The Company is assessing the timing and impact of adopting this standard.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses, which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

ASU 2025-05 is effective for annual periods beginning after December 15, 2025 and interim periods within those annual reporting periods and should be applied prospectively, with early adoption permitted.

The Company is assessing the impact of adopting this standard.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by increasing the operability of the recognition guidance considering different methods of software development.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and interim periods within those annual reporting periods and can be applied prospectively, retrospectively, or with a modified transition approach, with early adoption permitted.

The Company is assessing the impact of adopting this standard.

Note 3 – Revenue by Geography

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2026 Form 10-K 98

Note 4 – Business Combinations

Note 4 – Business Combinations and Intangible Assets

In July 2025, the Company acquired all outstanding stock of Predibase, Inc.

(“Predibase”), a developer platform specializing in the operationalization of open-source AI models.

The acquisition of Predibase is to help the Company accelerate its agentic AI adoption from pilot to production at scale.

The Company accounted for this transaction as a business combination.

The acquisition date fair value of the purchase consideration was $ 109.1 million, consisting of $ 14.5 million in cash consideration and $ 94.6 million issued in shares of the Company's Class A common stock valued at $ 88.11 per share based on the closing stock price of the Company's Class A common stock on July 18, 2025.

The Company also issued 0.5 million shares of restricted stock to certain Predibase employees, including the two founders, with an aggregate fair value of $ 40.4 million determined based on the closing stock price of the Company's Class A common stock on July 18, 2025.

These amounts are subject to vesting and continued employment.

The fair value of the restricted stock will be recognized as stock-based compensation expense over the requisite service period of three years .

The Company recorded $ 11.0 million as an acquired developed technology intangible asset with an estimated useful life of 2 years and $ 92.9 million of goodwill which is primarily attributed to assembled workforce and expected synergies arising from enhanced efficiency in the integration of Predibase’s technology with the Company’s technology.

The goodwill is not deductible for tax purposes.

The remaining assets acquired and liabilities assumed on the acquisition date were not material.

During the fiscal year ended January 31, 2026, the Company completed three immaterial acquisitions for aggregate purchase consideration of $ 13.0 million and accounted for them as business combinations from the respective dates of acquisition.

$ 6.6 million of the purchase consideration was allocated to intangible assets and the remaining $ 6.4 million to goodwill.

In August 2023, the Company acquired all outstanding stock of Laminar Technologies, Inc.

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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.

Pro forma results of operations for the business combinations have not been presented, as they were not material to the Company's consolidated statements of operations.

Acquisition-related costs for the business combinations were expensed as incurred within general and administrative expense in the consolidated statements of operations and were not material.

Intangible Assets, Net

Acquired intangible assets are as follows (in thousands):

January 31, 2026

Gross Accumulated Amortization Net

Acquired technology $ 28,641 $ ( 12,838 ) $ 15,803

Total $ 28,641 $ ( 12,838 ) $ 15,803

January 31, 2025

Gross Accumulated Amortization Net

Acquired technology $ 11,000 $ ( 5,349 ) $ 5,651

Total $ 11,000 $ ( 5,349 ) $ 5,651

The Company recognized $ 7.5 million, $ 3.7 million and $ 1.7 million amortization expense in acquired intangible assets for the fiscal years ended January 31, 2026, 2025 and 2024, respectively.

Note 5 – Financial Instruments

2026 Form 10-K 99

The following table summarizes the estimated future amortization expense of the acquired intangible assets as of January 31, 2026 (in thousands):

Fiscal Year Ending January 31, Amount

Total $ 15,803

Note 5 – Fair Value of Financial Instruments

The Company classifies its financial instruments within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement.

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• 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.

These inputs will be based on the Company’s own assumptions and will require significant management judgment or estimation.

The Company did not have any level 3 investments as of January 31, 2026 and 2025.

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Treasuries 539,437 627 ( 101 ) 539,963 6,054 533,909

Subtotal 355,750 345 ( 76 ) 356,019 96,423 259,596

833,802 627 ( 101 ) 834,328 300,419 533,909

Certificate of deposit

19,949 8 — 19,957 9,816 10,141

Commercial paper 39,994 16 — 40,010 3,287 36,723

Corporate bonds 702,250 1,958 ( 4 ) 704,204 — 704,204

Subtotal 273,474 203 ( 93 ) 273,584 14,367 259,217

Total $ 704,765 $ 548 $ ( 169 ) $ 705,144 $ 186,331 $ 518,813

government agencies 10,585 17 — 10,602 — 10,602

772,778 1,999 ( 4 ) 774,773 13,103 761,670

$ 1,673,254 $ 2,626 $ ( 105 ) $ 1,675,775 $ 380,196 $ 1,295,579

2026 Form 10-K 100

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Corporate bonds 184,742 195 ( 90 ) 184,847 — 184,847

government agencies 21,703 27 ( 10 ) 21,720 — 21,720

Subtotal 273,474 203 ( 93 ) 273,584 14,367 259,217

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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, 2026 and 2025.

Convertible Notes

As of January 31, 2026, the total estimated fair value of the Convertible Notes was $ 1.04 billion.

The fair value was determined based on the quoted price of the Convertible Notes in an inactive market on the last trading day of the reporting period and is classified within Level 2 of the fair value hierarchy.

See Note 8 Debt.

Note 6 – Balance Sheet Components

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2027 $ 14,571

Thereafter 591

Total operating lease payments 41,078

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Note 8 – Debt

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.

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 and $ 20.0 million in committed delayed-draw term loans with a maturity date of June 10, 2027.

2026 Form 10-K 103

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.

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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.

Under the Amended Delayed Draw Term Loan, the Company borrowed zero , $ 34.3 million and $ 4.1 million for the fiscal years ended January 31, 2026 , 2025 and 2024, respectively.

In June 2025, the Company repaid in full the outstanding balance of $ 327.9 million under the Amended Credit Facility, which consisted of $ 289.5 million under the Amended Term Loan and $ 38.4 million under the Amended Delayed Draw Term Loan, and terminated the Amended Credit Agreement.

In conjunction with the repayment, the Company incurred a loss on early extinguishment of debt of $ 6.7 million related to the write-off of unamortized debt discount and issuance costs and prepayment premium, which was recorded as a loss on debt extinguishment in the consolidated statements of operations for the fiscal year ended January 31, 2026.

Convertible Notes

In June 2025, the Company completed a private offering to qualified institutional buyers of $ 1.15 billion aggregate principal amount of 0.00 % convertible senior notes due 2030, including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 150.0 million principal amount of the Convertible Notes.

The Company’s net proceeds from the Convertible Notes were approximately $ 1.13 billion, after deducting the initial purchasers’ discounts and debt issuance costs.

The Convertible Notes were issued pursuant to an indenture, dated June 13, 2025 (the “Indenture”), between the Company and U.S.

Bank Trust Company, National Association, as trustee.

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

The Convertible Notes do not bear regular interest, and the principal amount of the Convertible Notes will not accrete.

Special interest, if any, is payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025 (if and to the extent that special interest is then payable on the Convertible Notes).

The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 15, 2030, only upon satisfaction of certain conditions as described in the Indenture.

On or after March 15, 2030, the Convertible Notes are convertible at any time at the election of holders until the close of business on the second scheduled trading day immediately preceding the maturity date.

The conversion rate for the Convertible Notes will initially be 8.0155 shares of Class A common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $ 124.76 per share of the Company’s Class A common stock.

The conversion rate for the Convertible Notes is subject to adjustment under certain circumstances, such as upon the occurrence of a make-whole fundamental change as defined in the Indenture, where the maximum conversion rate will not exceed 11.4220 shares of Class A common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment in the same manner as the conversion rate.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

The Company may redeem for cash all or any portion of the Convertible Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, on or after June 20, 2028, if the last reported sale price of the Class A common stock has been at least 130 % of the conversion price for the Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

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

As of January 31, 2026, the conditions allowing holders of the Convertible Notes to convert have not been met.

2026 Form 10-K 104

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.

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

January 31, 2026

Principal $ 1,150,000

Unamortized debt discount and issuance costs ( 19,279 )

Net carrying amount $ 1,130,721

For the fiscal year ended January 31, 2026, amortization of debt discount and issuance costs was $ 2.7 million.

The debt discount and issuance costs are being amortized into interest expense on the consolidated statements of operations over the term of the Convertible Notes at an effective interest rate of 0.19 %.

In connection with the pricing of the Convertible Notes and the exercise in full by the initial purchasers of their option to purchase additional Convertible Notes, the Company entered into capped call transactions (the “Capped Calls”) with certain affiliates of certain initial purchasers of the Convertible Notes and other financial institutions.

The Capped Calls each have an initial strike price of approximately $ 124.76 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes.

The Capped Calls associated with the Convertible Notes cover, subject to anti-dilution adjustments, approximately 9.2 million shares of the Company’s Class A common stock.

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

For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Notes, and are recorded in stockholders’ deficit and are not accounted for as derivatives.

The cost of $ 88.6 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital, and will not be remeasured as long as they continue to meet the condition for equity classification.

The Convertible Notes and the Capped Calls have been integrated for tax purposes.

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

Note 9 – Commitments and Contingencies

Purchase Commitments

In 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 June 2025, the Company amended an existing hosting service contract with a third party.

The amendment extended the original contract term by approximately two years to April 2029, and increased the minimum spending amount by $ 375.0 million from the original spending commitment of $ 220.0 million.

As of January 31, 2026, the Company had $ 290.4 million remaining on this commitment.

In addition to the commitments described above, as of January 31, 2026, the Company had other remaining purchase commitments of approximately $ 158.4 million primarily for hosting costs and software and subscription services.

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.

In the opinion of management, any liabilities resulting from these claims will not have a material adverse effect on the Company’s results of operations, financial position, and cash flows.

Warranties and Indemnifications

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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

2026 Form 10-K 105

The holders of shares of Preferred Stock had various rights and preferences.

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.

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.

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.

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.

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 10 – Stockholders’ Deficit

Redeemable Convertible Preferred Stock

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.

2025 Form 10-K 102

The Company has two classes of common stock – Class A common stock and Class B common stock.

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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.

In January 2014, the Company adopted the 2014 Plan, which 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.

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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.

2026 Form 10-K 106

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.

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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.

2025 Form 10-K 103

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

Conversion of Preferred Stock — 74,183

Conversion of Founders Stock — 5,400

2014 Stock Option and Grant Plan:

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Outstanding restricted stock units 9,227 18,039

Shares available for further issuance under the 2014 Plan — 6,255

2024 Equity Incentive Plan:

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

Number of Options Weighted-

Options Weighted-

Exercise Price Weighted-

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Outstanding as of January 31, 2023 4,098,034 $ 5.74 5.0 $ 66,017

Granted 178,924 20.87

Exercised ( 884,012 ) 3.83 17,771

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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

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Outstanding as of January 31, 2025 9,570,134 $ 27.80 8.2 $ 435,133

Granted 8,000,000 32.00

Exercised ( 596,134 ) 6.86 35,526

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Vested and exercisable as of January 31, 2026 3,634,341 $ 25.10 6.6 $ 112,127

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, 2026, 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 —

2025 Form 10-K 104

As of January 31, 2026, there was approximately $ 42.8 million of unrecognized stock-based compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 1.9 years.

2026 Form 10-K 107

CEO Performance Award

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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.

RSUs issued under the 2014 Plan and 2024 Plan typically have an expiry period of seven years from the grant date.

2026 Form 10-K 108

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

Number of RSUs Weighted-Average

RSUs Weighted-Average

Grant Date Fair Value

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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

5 unchanged sentences

Outstanding as of January 31, 2025 22,256,374 31.26

Granted 13,744,702 37.99

Vested ( 38,940,299 ) 15.22

11,042,857 66.34

( 9,412,011 ) 30.71

Forfeited ( 2,366,024 ) 38.69

8 unchanged sentences

As of January 31, 2026, there was approximately $ 805.6 million of unrecognized stock-based compensation expense relating to RSUs, which is expected to be recognized over a weighted-average period of 1.7 years.

Included in this total is $ 2.8 million of unrecognized stock-based compensation expense relating to service and market-based RSUs.

Restricted Stock

The Company issued 0.5 million shares of restricted stock in connection with the Predibase acquisition to certain Predibase employees with an aggregate fair value of $ 40.4 million determined based on the closing price of $ 88.11 per share of the Company's Class A common stock on July 18, 2025.

These amounts are subject to vesting and continued employment, and will be recognized as stock-based compensation expense over the requisite service period of three years .

As of January 31, 2026, there was approximately $ 32.8 million of unrecognized stock-based compensation expense relating to the restricted stock.

2024 Employee Stock Purchase Plan

3 unchanged sentences

The initial offering period began on April 24, 2024, and will end on March 20, 2026.

2026 Form 10-K 109

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).

2025 Form 10-K 106

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

2 unchanged sentences

Expected volatility 59.0 % - 65.7 %

56.5 % - 71.7 %

Risk-free interest rate 3.6 % - 4.3 %

3.6 % - 5.4 %

Dividend yield — —

6 unchanged sentences

Subscription $ 16,374 $ 49,514 $ 45

Maintenance 3,076 7 34

Other 2,556 17,527 18

6 unchanged sentences

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.

2026 Form 10-K 110

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

7 unchanged sentences

Net loss per founders stock share, basic and diluted $ — $ — $ — $ — $ — $ ( 5.84 )

2025 Form 10-K 107

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):

2 unchanged sentences

Redeemable convertible preferred stock — — 74,183

Issued and outstanding common stock options 9,570 3,185 4,098

Issued and outstanding stock options 8,970 9,570 3,185

Unvested RSUs issued and outstanding 21,481 22,216 50,174

Convertible notes 9,218 — —

Restricted stock issued for business combination 396 — —

Total 40,065 31,786 127,542

The Company entered into the Capped Calls in connection with the issuance of the Convertible Notes.

The effect of the Capped Calls was excluded from the calculation of diluted net loss per share attributable to the Company’s Class A common stockholders as the effect of the Capped Calls would have been anti-dilutive.

The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the relevant series of the Convertible Notes.

See Note 8 Debt.

Note 12 – Income Taxes

5 unchanged sentences

Loss before income taxes $ ( 326,473 ) $ ( 1,148,452 ) $ ( 327,469 )

2026 Form 10-K 111

The provision for income taxes was as follows (in thousands):

9 unchanged sentences

Total provision for income taxes $ 22,355 $ 6,368 $ 26,689

The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate after the adoption of ASU 2023-09 for the year ended January 31, 2026 is as follows (in thousands, except for percentages):

Year Ended January 31, 2026

federal statutory tax rate $ ( 68,559 ) 21.0 %

State and local income tax, net of federal income tax effect (1)

( 2,582 ) 0.8

Foreign tax effects

Nondeductible compensation 11,260 ( 3.4 )

Other ( 1,806 ) 0.6

Nondeductible compensation 7,824 ( 2.4 )

Other 313 ( 0.1 )

United Kingdom

Tax effects of stock awards ( 3,921 ) 1.2

Other 1,092 ( 0.3 )

Other foreign jurisdictions 7,829 ( 2.4 )

Effect of cross-border tax laws

Foreign income tax deduction ( 3,813 ) 1.2

Other 2,363 ( 0.7 )

Research and development credits ( 22,348 ) 6.8

Changes in valuation allowances 153,830 ( 47.1 )

Nontaxable or nondeductible items

Tax effects of stock awards ( 101,095 ) 31.0

Nondeductible compensation 28,901 ( 8.9 )

Other 3,436 ( 1.1 )

Changes in unrecognized tax benefits 7,725 ( 2.4 )

Other adjustments 1,906 ( 0.6 )

Total tax provision and effective rate $ 22,355 ( 6.8 ) %

(1) State taxes in California made up the majority (greater than 50%) of the tax effect in this category.

2026 Form 10-K 112

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the year ended January 31, 2025 and 2024 is as follows:

Year Ended January 31,

Provision at federal statutory rate 21.0 % 21.0 %

7 unchanged sentences

Effective income tax rate ( 0.6 ) % ( 8.2 ) %

2025 Form 10-K 108

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.

6 unchanged sentences

Stock-based compensation 69,317 68,587

Operating lease liabilities 4,863 7,063

Other 67,032 31,368

4 unchanged sentences

State income taxes ( 36,833 ) ( 28,936 )

Capitalized internal-use software ( 5,472 ) ( 3,769 )

ROU assets ( 4,219 ) ( 6,402 )

Other ( 46,438 ) ( 28,085 )

6 unchanged sentences

As of January 31, 2026, 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.

federal net operating loss carryforwards of approximately $ 1.97 billion, and state net operating loss carryforwards of approximately $ 870.7 million.

A portion of the U.S.

1 unchanged sentence

The state net operating loss carryforwards will begin to expire in fiscal 2027.

The foreign net operating loss carryforwards do not expire.

As of January 31, 2026, the Company had U.S.

4 unchanged sentences

Any future annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization.

2026 Form 10-K 113

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands):

7 unchanged sentences

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.

2025 Form 10-K 109

The Company’s policy is to record interest and penalties related to uncertain tax positions within the provision for income taxes.

3 unchanged sentences

The Company’s tax returns remain open to examination for the periods ended January 31, 2016 to January 31, 2026.

On July 4, 2025, the U.S.

enacted tax reform legislation through the One Big Beautiful Bill Act ("OBBBA").

Included in this legislation are provisions that allow for the immediate expensing of domestic research and development expenses as well as other changes to the U.S.

taxation of profits derived from foreign operations.

The provisions in the legislation are generally effective beginning in fiscal 2026.

As the Company maintains a full valuation allowance on its U.S.

deferred tax assets, the legislation does not have a material impact on its consolidated financial statements.

Cash paid for income taxes, net of refunds received by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended January 31, 2026 is as follows (in thousands):

Year Ended January 31, 2026

Other foreign jurisdictions 3,741

Cash paid for income taxes, net of refunds received $ 12,005

Note 13 – Segment Reporting

3 unchanged sentences

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 types of software and services from which the Company generates revenue are described under the “Revenue Recognition” policy within the “Note 2, Basis of Presentation and Summary of Significant Accounting Policies”.

The Company’s chief operating decision maker is its chief executive officer.

5 unchanged sentences

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing the performance of the segment.

2026 Form 10-K 114

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

24 unchanged sentences

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

2025 Form 10-K 110

(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):

(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 included in amortization of capitalized internal-use software as follows (in thousands):

Year Ended January 31,

3 unchanged sentences

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

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

Adjusted subscription cost of revenue $ 203,723 $ 161,576 $ 96,053

8 unchanged sentences

$ 116,738 $ 79,100

2026 Form 10-K 115

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data