Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management conducted an assessment of the effectiveness of our 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.
Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of January 31, 2026. The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fourth quarter of fiscal year ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Rubrik, Inc.
2026 Form 10-K 116
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Item 9B. Other Information
Trading Arrangements
During the quarter ended January 31, 2026, our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated the Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) described below:
On December 15, 2025 , Yvonne Wassenaar , one of our directors , adopted a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). This trading arrangement provides for the sale through March 15, 2027 of up to 10,000 shares of our Class A common stock. This represents the maximum number of shares that may be sold pursuant to the 10b5-1 arrangement. The actual number of shares sold will be dependent on the satisfaction of certain conditions set forth in the written plan.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Rubrik, Inc.
2026 Form 10-K 117
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026.
We maintain a Global Code of Conduct that is applicable to all our employees, executive officers and directors. Our Global Code of Conduct is available on our Investor Relations website at ir.rubrik.com under “Governance - Governance Documents”. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of our Global Code of Conduct by posting such information on the website address and location specified above. The inclusion of our website address in this Annual Report on Form 10-K does not include or incorporate by reference into this Annual Report on Form 10-K the information on or accessible through our website.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after January 31, 2026.
Rubrik, Inc.
2026 Form 10-K 118
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PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
a. Consolidated Financial Statements
The consolidated financial statements are filed as part of this Annual Report on Form 10-K under “Item 8. Financial Statements and Supplementary Data.”
b. Financial Statement Schedules
The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.”
c. Exhibits
The exhibits listed in the following Exhibit Index are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.
Exhibit Index
Incorporated by Reference
Exhibit Number Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith
3.1 Amended and Restated Certificate of Incorporation of Rubrik, Inc.
8-K
001-42028
3.1 4/29/2024
3.2 Amended and Restated Bylaws of Rubrik, Inc.
8-K
001-42028
3.2 4/29/2024
4.1 Form of Class A Common Stock Certificate of the Registrant
S-1/A 333-278434 4.1 4/16/2024
4.2 Description of Securities
10-K 001-42028 4.2 3/20/2025
4.3 Amended and Restated Investors’ Rights Agreement, by and among the Registrant and certain of its stockholders, dated December 7, 2018.
S-1
333-278434 4.2 4/1/2024
4.4 Indenture, dated as of June 13, 2025, by and between Rubrik, Inc. and U.S. Bank Trust Company, National Association, as Trustee
8-K 001-42028 4.1 6/13/2025
4.5 Form of Global Note, representing Rubrik, Inc.’s 0.00% Convertible Senior Notes due 2030 (included as Exhibit A to the Indenture filed as Exhibit 4. 1 )
8-K 001-42028 4.2 6/13/2025
10.1+
2024 Equity Incentive Plan.
S-1/A 333-278434 10.3 4/16/2024
10.2+
Forms of Stock Option Grant Notice, Stock Option Agreement, and Notice of Exercise, Restricted Stock Award Agreement, and Restricted Stock Unit Award Agreement under the 2024 Stock Option and Grant Plan.
S-1/A 333-278434 10.4 4/16/2024
10.3+
2024 Employee Stock Purchase Plan.
S-1/A 333-278434 10.5 4/16/2024
10.4+
Amended and Restated 2014 Stock Option and Grant Plan.
S-1
333-278434 10.1 4/1/2024
10.5+
Forms of Stock Option Grant Notice, Stock Option Agreement, and Notice of Exercise, Restricted Stock Award Agreement, and Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Stock Option and Grant Plan.
S-1
333-278434 10.2 4/1/2024
10.6+
Amended and Restated Non-Employee Director Compensation Policy.
10-Q
001-42028 10.1 12/8/2025
10.7+
Severance and Change in Control Plan and Amended Participation Agreement.
10-Q
001-42028 10.2 12/8/2025
10.8+
Form of Indemnity Agreement entered into by and between Rubrik, Inc. and each director and executive officer.
S-1
333-278434 10.8 4/1/2024
10.9+
Confirmatory Offer Letter, dated September 5, 2023, by and between the Company and Bipul Sinha.
S-1
333-278434 10.9 4/1/2024
10.10+
Confirmatory Offer Letter, dated September 5, 2023, by and between the Company and Kiran Choudary.
S-1
333-278434 10.10 4/1/2024
10.11+
Confirmatory Offer Letter, dated September 5, 2023, by and between the Company and Arvind Nithrakashyap.
S-1
333-278434 10.11 4/1/2024
Rubrik, Inc.
2026 Form 10-K 119
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10.12+
Confirmatory Offer Letter, dated September 5, 2023, by and between the Company and Brian McCarthy.
S-1
333-278434 10.12 4/1/2024
10.13 Sublease, dated September 24, 2018, by and between the Company and Pivotal Software, Inc.
S-1
333-278434 10.13 4/1/2024
10.14 First Amendment to Sublease, dated December 4, 2020, by and between the Registrant and Pivotal Software, Inc.
S-1
333-278434 10.14 4/1/2024
10.15 Amended and Restated Credit Agreement, dated August 17, 2023, by and between the Registrant and Goldman Sachs BDC, Inc.
S-1
333-278434 10.15 4/1/2024
10.16†
Original Equipment Manufacturer (OEM) Purchase Agreement, dated November 19, 2020, by and between the Registrant and Super Micro Computer, Inc.
S-1
333-278434 10.16 4/1/2024
10.17†
Distribution Addendum to the OEM Purchase Agreement, dated May 27, 2022, by and between the Registrant and Super Micro Computer, Inc.
S-1
333-278434 10.17 4/1/2024
10.18 Form of Confirmation for Capped Call Transactions.
8-K 001-42028 10.1 6/13/2025
19.1 Insider Trading Policy
10-K 001-42028 19.1 3/20/2025
21.1 List of subsidiaries
X
23.1 Consent of KPMG LLP, independent registered public accounting firm
X
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1 Incentive Compensation Recoupment Policy
10-K 001-42028 97.1 3/20/2025
101 The following financial information from Rubrik Inc.'s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements.
X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).
X
+ Indicates management contract or compensatory plan.
† Certain portions of this exhibit (indicated by asterisks) have been omitted because they are both not material and are the type that the Company treats as private or confidential.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10–K Summary
None.
Rubrik, Inc.
2026 Form 10-K 120
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 19, 2026
Rubrik, Inc.
By: /s/ Bipul Sinha
Name: Bipul Sinha
Title: Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Bipul Sinha
Chief Executive Officer and Director March 19, 2026
Bipul Sinha
(Principal Executive Officer)
/s/ Kiran Choudary
Chief Financial Officer March 19, 2026
Kiran Choudary
(Principal Financial Officer and Principal Accounting Officer)
/s/ Asheem Chandna
Asheem Chandna Director March 19, 2026
/s/ R. Scott Herren
R. Scott Herren Director March 19, 2026
/s/ Mark D. McLaughlin
Mark D. McLaughlin Director March 19, 2026
/s/ Ravi Mhatre
Ravi Mhatre Director March 19, 2026
/s/ Arvind Nithrakashyap
Arvind Nithrakashyap
Chief Technology Officer and Director
March 19, 2026
/s/ John W. Thompson
John W. Thompson Director March 19, 2026
/s/ Yvonne Wassenaar
Yvonne Wassenaar Director March 19, 2026
Rubrik, Inc.
2026 Form 10-K 121