Rubrik Inc.

09/10/2025 | Press release | Distributed by Public on 09/10/2025 14:47

Quarterly Report for Quarter Ending July 31, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2025, as filed with the SEC on March 20, 2025 (the "Annual Report"). Some of the information contained in this discussion and analysis, including information with respect to our planned investments in our research and development, sales and marketing, and general and administrative functions, includes forward-looking statements that involve risks and uncertainties as described under the heading "Special Note About Forward-Looking Statements" in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading "Risk Factors" in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to "we," "us," "our," "our company," and "Rubrik" refer to Rubrik, Inc. and its consolidated subsidiaries. Unless otherwise indicated, references to our "common stock" include our Class A common stock and Class B common stock.
Overview
We are on a mission to secure the world's data.
Cyberattacks are inevitable. Realizing that cyberattacks ultimately target data, we created Zero Trust Data Security to deliver cyber resilience so that organizations can secure their data across the cloud and recover from cyberattacks. We believe that the future of cybersecurity is data security-if your data is secure, your business is resilient.
We built Rubrik Security Cloud ("RSC") with Zero Trust design principles to secure data across enterprise, cloud, SaaS, unstructured data, and identity providers. RSC delivers a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. Our platform is architected to help organizations achieve cyber resilience, which encompasses cyber posture and cyber recovery. We enable organizations to confidently accelerate digital transformation and leverage the cloud to realize business agility.
We launched our first enterprise software product, Converged Data Management, in fiscal 2016, which combined data and metadata together into a single layer of software to offer Zero Trust data protection, and sold it as a perpetual license along with associated maintenance contracts. In fiscal 2019, we extended data protection to cloud native applications and rebranded Converged Data Management to Cloud Data Management ("CDM"). Data protection for cloud native applications are sold as a SaaS subscription product. In addition, we began offering new SaaS subscription products, Anomaly Detection and Sensitive Data Monitoring. In fiscal 2020, we continued our business evolution to a subscription pricing model by offering our CDM platform as a subscription term-based license with associated support. Included in this subscription term-based license was the right to next generation Rubrik-branded commodity servers ("Rubrik-branded Appliances") at no cost for qualified customers ("Refresh Rights"). As of February 1, 2022, we stopped offering CDM as a perpetual license.
In fiscal 2023, to meet customer demands for data security and a single, unified cloud-based control plane, we launched RSC, a comprehensive Zero Trust Data Security platform. RSC culminates our early vision of providing one point of control to secure data across enterprise, cloud, SaaS, unstructured data, and identity providers. RSC is primarily adopted by our customers as a cloud-native, fully managed SaaS solution. It is also available as an enterprise-ready, self-managed version ("RSC-Private"), for a few select customers that are subject to stringent data control policies. For U.S. public sector organizations, we also offer a specialized cloud-native fully managed SaaS solution called RSC-Government.
We began transitioning customers from our legacy CDM capabilities to RSC, which is offered on a subscription basis, in fiscal 2023. As part of this business transition, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers and stopped offering the Refresh Rights as part of our subscription offerings. In lieu of offering Refresh Rights, we offer Subscription Credits to qualifying customers. We recognize ratable revenue upon utilization or upfront revenue upon expiration of Subscription Credits, and utilization of Subscription Credits also offsets Subscription ARR for the applicable period. As of the end of fiscal 2024, RSC represented a majority of our total revenue.
We recognize revenue from the sales of our RSC platform (excluding RSC-Private) ratably over the term of the subscription. We recognize a portion of revenue from sales of RSC-Private upon delivery and the remainder ratably over the term of the subscription. The majority of sales of our subscriptions are for three-year terms with upfront payment, and renewals are typically for one-year terms.
Rubrik, Inc. Q2 2026 Form 10-Q
We expect new and existing customers to continue to adopt RSC. Our new customers have generally been rapidly adopting the RSC platform. We are actively migrating our existing customers from our legacy CDM capabilities to RSC. As part of this migration, we expect certain existing customers to consume our platform and products through a mix of RSC and a transitional CDM license ("RCDM-T"), during which time we expect to continue recognizing a portion of the associated revenue from these customers upfront at the time we transfer control of the license to the customer. We cannot predict how long these customers will use this mix before they complete their transition. In addition, our revenue will fluctuate when qualified customers choose to exercise or forfeit their Subscription Credits (which are customer options that are accounted for as material rights) upon their associated expiration date.
Key Factors Affecting Our Performance
Evolution of the Market and Adoption of Our Solutions
Our future success depends in part on the market adoption of our approach to Zero Trust Data Security. Many organizations have focused on preventing cyberattacks instead of protecting their data and having a plan to recover it in case of a cyberattack. We believe that the existing security ecosystem lacks a data security platform that will secure a customer's data, wherever it lives, across enterprise, cloud, SaaS, unstructured data, and identity providers. RSC is our Zero Trust Data Security platform that addresses the growing demand from organizations of virtually any size, across a wide range of industries, to address data security and cyberattack risks. As the data security market continues to evolve, we expect to continuously innovate our platform and product functionality to keep us in a strong position to capture the large opportunity ahead.
New Customer Acquisition
Our business model relies on rapidly and efficiently engaging with new customers. Our ability to attract new customers will depend on a number of factors, including our ability to innovate upon our product breadth and capabilities, our success in recruiting and scaling our sales and marketing organization, our ability to accelerate ramp time of our sales force, our ability to develop and maintain strong partnerships, the impact of marketing efforts to enhance our brand, and competitive dynamics in our target markets.
Retaining and Expanding Within Our Existing Customer Base
Our ability to retain customers and expand within existing customers is integral to our growth and future success. Our growing base of customers represents a significant opportunity for further expansion across our platform. Our customers typically start with securing data in one or more applications on our platform, and then expand by securing additional applications and increasing the amount of data secured. They further extend their use of our platform through adoption of additional security products. Several of our largest customers have deployed our platform to secure large amounts of their data across enterprise, cloud, SaaS, unstructured data, and identity providers. Our ability to expand and extend within our customer base depends on, and has been impacted by, a number of factors, including platform performance, our customers' satisfaction with our platform, competitive offerings, pricing, overall changes in our customers' spending levels, and the effectiveness of our efforts to help our customers realize the benefits of our platform.
Key Business Metrics
We monitor the following key business metrics to help us evaluate our business.
Subscription ARR
Subscription ARR is calculated as the annualized value of our active subscription contracts as of the measurement date, based on our customers' total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms. Subscription contracts include offerings for our RSC platform and related data security SaaS solutions, term-based licenses for our RSC-Private platform and related products, prior sales of CDM sold as a subscription term-based license with associated support and related SaaS products, and standalone sales of our SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring. We believe Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers.
The following table sets forth our Subscription ARR as of the dates presented:
July 31,
2025 2024
(in thousands, except percentages)
Subscription ARR $ 1,252,423 $ 919,125
% growth 36 % 40 %
Rubrik, Inc. Q2 2026 Form 10-Q
Subscription ARR does not include any maintenance revenue associated with perpetual licenses, which we generally no longer offer. Of the 36% and 40% growth, approximately 1.4 percentage points and 2.5 percentage points of growth for the twelve months ended
July 31, 2025 and 2024, respectively, were a result of transitioning our existing maintenance customers to our subscription editions. We expect the contributions to growth from these transitions to subside in fiscal 2026.
Cloud Annual Recurring Revenue, or Cloud ARR
Cloud ARR is calculated as the annualized value of our active cloud-based subscription contracts as of the measurement date, based on our customers' total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms. Our cloud-based subscription contracts include RSC and RSC-Government (excluding RSC-Private). Cloud ARR also includes SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring, which are sold standalone or with prior sales of term-based license offerings of CDM. We believe that Cloud ARR provides important information on new and existing customers purchasing new RSC subscription offerings and existing subscription term-based license customers renewing with RSC subscription offerings.
The following table sets forth our Cloud ARR as of the dates presented:
July 31,
2025 2024
(in thousands, except percentages)
Cloud ARR $ 1,064,114 $ 677,917
% growth
57 % 80 %
Average Subscription Dollar-Based Net Retention Rate
Our average subscription dollar-based net retention rate compares our Subscription ARR from the same set of subscription customers across comparable periods. We calculate our average subscription dollar-based net retention rate by first identifying subscription customers (the "Prior Period Subscription Customers") that were subscription customers at the end of a particular quarter (the "Prior Period") and calculate the Subscription ARR from the Prior Period Subscription Customers. We then calculate the Subscription ARR from these Prior Period Subscription Customers at the end of the same quarter of the subsequent year (the "Current Period"). This calculation captures upsells, contraction, and attrition since the Prior Period. We then divide total Current Period Subscription ARR by the total Prior Period Subscription ARR for Prior Period Subscription Customers. Our average subscription dollar-based net retention rate in a particular quarter is obtained by averaging the result from that particular quarter with the corresponding results from each of the prior three quarters. We believe that our average subscription dollar-based net retention rate provides useful information about the evolution of our existing customers as they expand through the increase of data from applications we already secure, new applications for us to secure, additional data security products, and conversion of our recurring revenue related to maintenance contracts into subscription revenue.
Our historical average subscription dollar-based net retention rate does not include any maintenance revenue associated with perpetual licenses, which we no longer offer. Like Subscription ARR, our historical average subscription dollar-based net retention rate benefits from the transition of our existing maintenance customers to our subscription editions.
The following table sets forth our average subscription dollar-based net retention rate as of the dates presented:
July 31,
2025 2024
Average subscription dollar-based net retention rate over 120% over 120%
Customers with $100,000 or More in Subscription ARR
We believe that customers with $100,000 or more in Subscription ARR is a helpful metric in measuring our ability to scale with our customers and the success of our ability to acquire large customers. Additionally, we believe that our ability to increase the number of customers with $100,000 or more in Subscription ARR is a useful indicator of our market penetration and demand for our platform.
The following table sets forth the number of customers with $100,000 or more in Subscription ARR as of the dates presented:
July 31,
2025 2024
Customers with $100,000 or more in Subscription ARR 2,505 1,969
% growth
27 % 35 %
Rubrik, Inc. Q2 2026 Form 10-Q
Non-GAAP Financial Measures
We believe that non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance. However, non-GAAP financial measures are presented for supplemental informational purposes only, have limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Free Cash Flow
Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized internal-use software. We believe that free cash flow is a helpful indicator of liquidity that provides information to management and investors about the amount of cash generated or used by our operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in our business and strengthening our financial position. The limitation of free cash flow is that it does not reflect our future contractual commitments and may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses, including discretionary cash payments of our debt interest expense pursuant to the terms of our Amended Credit Facility and prepayments of other spend. Additionally, free cash flow is not a substitute for cash provided by (used in) operating activities, and the utility of free cash flow as a measure of our liquidity is further limited as it does not represent the total increase or decrease in our cash balance for a given period.
Free cash flow was $90.9 million and $(69.1) million for the six months ended July 31, 2025 and 2024, respectively. Free cash flow for the six months ended July 31, 2024 includes a cash outlay of $22.8 million for employer payroll taxes due to the vesting of certain equity awards in conjunction with the initial public offering. Adjusting for this, the improvement in free cash flow was primarily due to higher sales, including timing of renewals, improved operating leverage and optimizing our capital structure. This trend when combined with changes in new business growth, may result in free cash flow volatility across periods.
In the longer term, we view continued Subscription ARR growth and our multi-year cash collection as primary drivers of free cash flow. See the risk factor titled "We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price and the value of your investment could decline" in the section titled "Risk Factors."
The following table presents a reconciliation of free cash flow to net cash provided by (used in) operating activities for the periods presented:
Six Months Ended July 31,
2025 2024
(in thousands)
Net cash provided by (used in) operating activities $ 104,379 $ (58,464)
Less: Purchases of property and equipment (6,348) (6,227)
Less: Capitalized internal-use software (7,148) (4,444)
Free cash flow $ 90,883 $ (69,135)
Net cash used in investing activities $ (701,712) $ (315,461)
Net cash provided by financing activities $ 727,098 $ 384,374
Subscription ARR Contribution Margin
We define Subscription ARR Contribution Margin as the Subscription ARR Contribution (as defined below) divided by Subscription ARR at the end of the period. We define Subscription ARR Contribution as Subscription ARR at the end of the period less: (i) our non-GAAP subscription cost of revenue and (ii) our non-GAAP operating expenses for the prior 12-month period ending on that date. In fiscal 2023, we began transitioning customers from our legacy CDM capabilities to our subscription-based RSC offerings. As a result of differing revenue recognition treatment between CDM and RSC, including the RCDM-T licenses offered to existing customers, and as qualified customers choose to exercise or forfeit their Subscription Credits, these business transitions cause fluctuations to our total revenue growth and limit the comparability of our revenue with past performance. As a result, we measure the performance of our business on the basis of Subscription ARR. We believe that Subscription ARR Contribution Margin is a helpful indicator of operating
Rubrik, Inc. Q2 2026 Form 10-Q
leverage during this business transition. One limitation of Subscription ARR Contribution Margin is that the factors that impact Subscription ARR will vary from those that impact subscription revenue and, as such, may not provide an accurate indication of our actual or future GAAP results. Additionally, the historical expenses in this calculation may not accurately reflect the costs associated with future commitments.
Subscription ARR Contribution Margin was 9% and (8)% for the 12 months ended July 31, 2025 and 2024, respectively. For the 12 months ended July 31, 2024, the non-GAAP expenses included the recognition of $22.8 million for employer payroll taxes due to the vesting of certain equity awards in conjunction with the initial public offering. Adjusting for this, the increase in Subscription ARR Contribution Margin was primarily driven by the strong year-over-year growth in Subscription ARR, compared to year-over-year growth in non-GAAP subscription costs of sales and non-GAAP operating expenses. We believe that this increase in Subscription ARR Contribution Margin reflects increased operating leverage in our business.
The following table presents the calculation of Subscription ARR Contribution Margin for the periods presented as well as a reconciliation of (i) non-GAAP subscription cost of revenue to subscription cost of revenue and (ii) non-GAAP operating expenses to operating expenses:
Twelve Months Ended July 31,
2025 2024
(in thousands, except percentages)
Subscription cost of revenue $ 203,452 $ 172,606
Stock-based compensation expense (16,951) (40,715)
Stock-based compensation from amortization of capitalized internal-use software (1,001) (59)
Amortization of acquired intangibles (4,030) (3,502)
Non-GAAP subscription cost of revenue $ 181,470 $ 128,330
Operating expenses $ 1,272,432 $ 1,549,575
Stock-based compensation expense (319,790) (683,433)
Non-GAAP operating expenses $ 952,642 $ 866,142
Subscription ARR $ 1,252,423 $ 919,125
Non-GAAP subscription cost of revenue (181,470) (128,330)
Non-GAAP operating expenses (952,642) (866,142)
Subscription ARR Contribution $ 118,311 $ (75,347)
Subscription ARR Contribution Margin 9 % (8) %
Components of Results of Operations
Revenue
We generate revenue primarily from sales of subscriptions and typically invoice our customers at the inception of the contract.
Our revenue will fluctuate based on the timing for transitioning our existing customers to RSC, including the RCDM-T licenses offered to existing customers, sales of RSC-Private, and when qualified customers choose to exercise or forfeit their Subscription Credits, the customer options that are accounted for as material rights. These expected trends, when combined with the transition of the sale of Rubrik-branded Appliances from us to our contract manufacturers, will limit and cause fluctuations to our revenue growth through fiscal 2027. We primarily measure our business on the basis of Subscription ARR, as we believe it best reflects our actual growth and our growth prospects.
Subscription Revenue
Our subscription revenue consists of SaaS subscriptions and subscription term-based licenses with related support services.
SaaS includes SaaS subscription products like Anomaly Detection and Sensitive Data Monitoring sold standalone or with prior sales of term-based license offerings of CDM prior to the launch of the RSC platform as well as sales of RSC. RSC is offered as a fully-hosted subscription or a hybrid cloud subscription. RSC is a fully-hosted subscription in the case of protection of cloud, SaaS, unstructured data, and identity providers. When RSC is securing enterprise applications, it is a hybrid cloud subscription which includes software hosted from the cloud (as a service) and an on-premise license for securing enterprise applications. The hybrid cloud subscription is accounted for as a single performance obligation because the software hosted from the cloud (as a service) and the on-premise software licenses are not separately identifiable and serve together to fulfill our promise to the customer, which is to provide a single,
Rubrik, Inc. Q2 2026 Form 10-Q
unified data security solution. Our subscription capabilities are primarily sold as editions which bundle multiple products and include the Foundation Edition, Business Edition, Enterprise Edition, and Enterprise Proactive Edition. Subscription revenue related to SaaS is recognized ratably over the subscription period.
Subscription term-based licenses provide our customer with a right to use the software for a fixed term commencing upon delivery of the license to our customer. Support services are bundled with each subscription term-based license for the term of the subscription. Subscription revenue related to subscription term-based licenses includes upfront revenue recognized at the later of the start date of the subscription term-based license and the date when the subscription term-based license is delivered. The remainder of the revenue is recognized ratably over the subscription period for support services, commencing with the date the service is made available to customers.
As customers continue to adopt or transition to RSC, we expect the ratable portion of our subscription revenue to increase. We expect certain customers to consume our platform and products through a mix of RSC and RCDM-T as they complete the migration, which will result in a recognition of a portion of the associated revenue for these customers upfront. Furthermore, our subscription revenue will also fluctuate when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights. In fiscal 2025, subscription revenue saw some modest benefits as customers exercised or forfeited their Subscription Credits. We expect to continue seeing these benefits in revenue growth due to the non-recurring revenue related to material rights, and we believe these benefits will significantly decline after fiscal 2026. The combination of both of these factors will limit and cause fluctuations in our subscription revenue growth through fiscal 2027, depending in part on the timing of our existing customers' transition to RSC and exercises or forfeitures of Subscription Credits.
Maintenance Revenue
Maintenance revenue represents fees earned from software updates on a when-and-if-available basis, telephone support, integrated web-based support, and Rubrik-branded Appliance maintenance relating to our perpetual licenses. Maintenance revenue is recognized ratably over the term of the service period. We expect our maintenance revenue to decrease as we drive adoption of RSC for existing maintenance customers and the transition to be largely completed by the end of fiscal 2026.
Other Revenue
Other revenue represents fees earned from sales of Rubrik-branded Appliances and professional services. Revenue for Rubrik-branded Appliances is recognized when shipped to the customer. When we sell our software license with our Rubrik-branded Appliances, revenue for both the Rubrik-branded Appliances and software licenses are recognized at the same time. Revenue related to professional services is typically recognized as the services are performed. In the third quarter of fiscal 2023, we began transitioning the sale of Rubrik-branded Appliances from us to our contract manufacturers and this was largely completed in fiscal 2025. We expect other revenue to be largely driven by sales of professional services in the future and as a percentage of total revenue to decrease over time.
Cost of Revenue
Cost of revenue primarily includes employee compensation and related expenses associated with customer support, certain hosting costs, amortization of capitalized internal-use software, amortization of finite-lived intangible assets and cost of Rubrik-branded Appliances.
Cost of Subscription Revenue
Cost of subscription revenue primarily includes employee compensation and related expenses associated with customer support for our subscription offerings, certain hosting costs, amortization of capitalized internal-use software, and amortization of finite-lived intangible assets. We expect our cost of subscription revenue to increase as our subscription revenue increases.
Cost of Maintenance Revenue
Cost of maintenance revenue primarily includes employee compensation and related expenses associated with customer support from our perpetual licenses. Over the long-term, we expect our cost of maintenance revenue to decrease as our maintenance revenue decreases.
Cost of Other Revenue
Cost of other revenue primarily includes the cost of Rubrik-branded Appliances and professional services. We expect cost of other revenue as a percentage of total cost of revenue to decrease due to the sales of Rubrik-branded Appliances transitioning from us to our contract manufacturers which was largely completed in fiscal 2025. Over the long-term, we expect the cost of other revenue to be largely driven by sales of professional services.
Rubrik, Inc. Q2 2026 Form 10-Q
Gross Profit and Margin
Gross profit is revenue less cost of revenue.
Gross margin is gross profit expressed as a percentage of revenue. Our gross margin has been, and will continue to be, affected by a number of factors, including the mix of subscription term-based licenses, SaaS subscriptions, and other products, when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights, the timing and extent of our investments in our global customer support organization, certain hosting costs, the amortization of capitalized internal-use software, and stock-based compensation expense. Over time, we expect our gross margin to fluctuate due to the factors described above.
Subscription Gross Margin
With increased adoption of RSC, we expect SaaS revenue to increase as a percentage of total revenue, which we expect will result in an increase in associated hosting costs. As customers adopt RSC, we expect our subscription gross margin to fluctuate through fiscal 2027. This is due to the revenue being recognized ratably over the subscription term rather than a portion being recognized upfront from subscription term-based licenses and associated increases in hosting costs for our SaaS solutions. We expect our subscription gross margin to fluctuate as customers adopt data security SaaS solutions on the RSC platform.
Maintenance Gross Margin
We expect maintenance revenue to decrease as a percentage of total revenue, which we expect will result in a decrease in maintenance costs. We expect our maintenance margin to fluctuate until the end of fiscal 2026 as maintenance revenue and related costs decline as customers adopt RSC.
Other Gross Margin
We expect sales of Rubrik-branded Appliances to decrease as we transition the sale from us to contract manufacturers, which will result in a decrease in associated Rubrik-branded Appliance costs. The transition of the sale of Rubrik-branded Appliances to our contract manufacturers was largely completed in fiscal 2025. Over the long-term, we expect other gross margin to be largely driven by sales of professional services.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Personnel costs are the most significant component of operating expenses. We also incur other non-personnel costs such as colocation and certain hosting costs, office space costs, fees for third-party professional services, and costs associated with software and subscription services. We expect our operating expenses will continue to increase as our business grows. We also expect our operating expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.
Research and Development
Research and development expenses consist primarily of employee compensation and related expenses, net of capitalized amounts, and colocation and certain hosting costs. To capture share in the ever-growing data security market, we expect to continuously innovate our platform and product functionality and will continue to invest in research and development. We expect our research and development expenses will continue to increase as our business grows. We also expect our research and development expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.
Sales and Marketing
Sales and marketing expenses consist primarily of employee compensation and related expenses including sales commissions, marketing programs, and travel-related costs. To capture share in the ever-growing data security market, we expect to continuously expand our sales force, increase our marketing efforts, and expand into new markets. We expect our sales and marketing expenses will continue to increase as our business grows. We also expect our sales and marketing expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.
General and Administrative
General and administrative expenses consist primarily of employee compensation and related expenses for administrative functions, including finance, legal, human resources, information technology, and fees for third-party professional services. We expect our general and administrative expenses will continue to increase as our business grows. We also expect our general and administrative expenses, exclusive of stock-based compensation, as a percentage of revenue to generally decrease over the long term.
Rubrik, Inc. Q2 2026 Form 10-Q
Other Non-Operating Income (Expense)
Other non-operating income (expense) consists primarily of interest income, interest expense, loss on debt extinguishment, and foreign exchange gains and losses.
Income Tax Expense (Benefit)
Income tax expense consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, as well as federal and state income taxes in the United States. We have recorded U.S. federal and state net deferred tax assets for which we provide a full valuation allowance, which includes net operating loss carryforwards and tax credits. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not that some or all of those deferred tax assets may not be realized based on our history of losses.
Results of Operations
The following tables summarize our unaudited condensed consolidated statements of operations data for the periods presented. The period-to-period comparison of results is not necessarily indicative of results for future periods.
Three Months Ended July 31, Six Months Ended July 31,
2025 2024 2025 2024
(in thousands)
Revenue
Subscription $ 296,957 $ 191,315 $ 562,618 $ 363,510
Maintenance 1,960 5,018 4,290 10,685
Other 10,943 8,618 21,433 18,071
Total revenue 309,860 204,951 588,341 392,266
Cost of revenue
Subscription(1)
56,024 45,795 107,936 119,520
Maintenance(1)
387 1,040 796 4,649
Other(1)
7,148 8,333 15,310 26,978
Total cost of revenue 63,559 55,168 124,042 151,147
Gross profit 246,301 149,783 464,299 241,119
Operating expenses
Research and development(1)
92,107 86,228 173,922 371,607
Sales and marketing(1)
181,985 167,927 351,978 547,256
General and administrative(1)
66,672 63,921 125,953 215,386
Total operating expenses 340,764 318,076 651,853 1,134,249
Loss from operations (94,463) (168,293) (187,554) (893,130)
Interest income 12,193 7,278 19,889 10,220
Interest expense (5,241) (10,245) (15,054) (20,869)
Loss on debt extinguishment (6,653) - (6,653) -
Other income (expense), net 72 (1,450) (5,550) (2,073)
Loss before income taxes (94,092) (172,710) (194,922) (905,852)
Income tax expense 1,837 4,220 3,111 3,169
Net loss $ (95,929) $ (176,930) $ (198,033) $ (909,021)
Net loss per share, basic and diluted $ (0.49) $ (0.98) $ (1.02) $ (7.42)
Weighted-average shares used in computing net loss per share, basic and diluted 194,890 179,851 193,284 122,460
Rubrik, Inc. Q2 2026 Form 10-Q
(1) Includes stock-based compensation expense as follows:
Three Months Ended July 31, Six Months Ended July 31,
2025 2024 2025 2024
(in thousands)
Cost of revenue
Subscription $ 4,143 $ 5,481 $ 8,111 $ 40,674
Maintenance 77 284 158 2,743
Other 631 1,281 1,407 12,528
Research and development 24,734 28,325 44,546 252,474
Sales and marketing 29,638 34,255 53,782 274,143
General and administrative 29,234 35,392 53,993 152,786
Total stock-based compensation expense $ 88,457 $ 105,018 $ 161,997 $ 735,348
The following table sets forth our unaudited condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:
Three Months Ended July 31, Six Months Ended July 31,
2025 2024 2025 2024
Revenue
Subscription 96 % 93 % 96 % 93 %
Maintenance 1 2 1 3
Other 3 5 3 4
Total revenue 100 100 100 100
Cost of revenue
Subscription 18 22 18 31
Maintenance 1 1 - 1
Other 2 4 3 7
Total cost of revenue 21 27 21 39
Gross profit 79 73 79 61
Operating expenses
Research and development 30 42 30 95
Sales and marketing 58 82 60 139
General and administrative 21 31 21 55
Total operating expenses 109 155 111 289
Loss from operations (30) (82) (32) (228)
Interest income 4 4 3 3
Interest expense (2) (5) (2) (5)
Loss on debt extinguishment (2) - (1) -
Other income (expense), net - (1) (1) (1)
Loss before income taxes (30) (84) (33) (231)
Income tax expense 1 2 1 1
Net loss (31) % (86) % (34) % (232) %
Rubrik, Inc. Q2 2026 Form 10-Q
Comparison of the Three and Six Months Ended July 31, 2025 and 2024
Revenue
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Revenue
Subscription $ 296,957 $ 191,315 $ 105,642 55 %
Maintenance 1,960 5,018 (3,058) (61) %
Other 10,943 8,618 2,325 27 %
Total revenue $ 309,860 $ 204,951 $ 104,909 51 %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Revenue
Subscription $ 562,618 $ 363,510 $ 199,108 55 %
Maintenance 4,290 10,685 (6,395) (60) %
Other 21,433 18,071 3,362 19 %
Total revenue $ 588,341 $ 392,266 $ 196,075 50 %
Growth in subscription revenue was driven by growth in Subscription ARR and some benefits as customers exercised or forfeited their Subscription Credits. For the three months ended July 31, 2025, non-recurring revenue related to material rights accounted for approximately 7 percentage points. We expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits for the remainder of fiscal 2026. The magnitude of such benefit could fluctuate from quarter to quarter. We believe these benefits will significantly decline after fiscal 2026.
Our Subscription ARR grew from $919.1 million as of July 31, 2024 to $1,252.4 million as of July 31, 2025, representing a 36% increase. Of the increase in Subscription ARR, approximately 1.4 percentage points are a result of transitioning our existing maintenance customers to our subscription editions. A further indication of our ability to expand revenue from existing customers is through our average subscription dollar-based net retention rate which was over 120% as of July 31, 2025. We had 2,505 customers with $100,000 or more in Subscription ARR as of July 31, 2025, increasing from 1,969 as of July 31, 2024.
Maintenance revenue associated with sales of perpetual licenses of our legacy CDM product decreased for the three and six months ended July 31, 2025. Maintenance revenue represented 1% and 2% of total revenue for the three months ended July 31, 2025 and 2024, respectively, and 1% and 3% of total revenue for six months ended July 31, 2025 and 2024, respectively. We expect the transition of existing maintenance customers adopting RSC subscription offerings to be largely completed by the end of fiscal 2026.
Other revenue increased for the three and six months ended July 31, 2025 due to an increase in professional services. We expect our other revenue as a percentage of total revenue to continue to decrease.
Rubrik, Inc. Q2 2026 Form 10-Q
Cost of Revenue
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Cost of revenue
Subscription $ 56,024 $ 45,795 $ 10,229 22 %
Maintenance 387 1,040 (653) (63) %
Other 7,148 8,333 (1,185) (14) %
Total cost of revenue $ 63,559 $ 55,168 $ 8,391 15 %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Cost of revenue
Subscription $ 107,936 $ 119,520 $ (11,584) (10) %
Maintenance 796 4,649 (3,853) (83) %
Other 15,310 26,978 (11,668) (43) %
Total cost of revenue $ 124,042 $ 151,147 $ (27,105) (18) %
Cost of subscription revenue increased for the three months ended July 31, 2025 primarily driven by an increase of $6.2 million in hosting cost and an increase of $2.9 million from growth in our customer support organization. Cost of subscription revenue decreased for the six months ended July 31, 2025 primarily driven by $32.6 million decrease in stock-based compensation expense as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO, partially offset by an increase of $13.3 million in hosting costs due to the launch and adoption of more SaaS products by our customers and an increase of $3.5 million from growth in our customer support organization.
Cost of maintenance revenue decreased for the three and six months ended July 31, 2025 primarily driven by a decrease in stock-based compensation expense as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.
Cost of other revenue decreased for the three and six months ended July 31, 2025 primarily driven by a $0.6 million and $11.1 million decrease respectively, in stock-based compensation expense, as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.
Rubrik, Inc. Q2 2026 Form 10-Q
Gross Profit and Gross Margin
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Gross profit
Subscription $ 240,933 $ 145,520 $ 95,413 66 %
Maintenance 1,573 3,978 (2,405) (60) %
Other 3,795 285 3,510 1232 %
Total gross profit $ 246,301 $ 149,783 $ 96,518 64 %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Gross profit
Subscription $ 454,682 $ 243,990 $ 210,692 86 %
Maintenance 3,494 6,036 (2,542) (42) %
Other 6,123 (8,907) 15,030 (169) %
Total gross profit $ 464,299 $ 241,119 $ 223,180 93 %
Three Months Ended July 31, Six Months Ended July 31,
2025 2024 2025 2024
Gross margin
Subscription 81 % 76 % 81 % 67 %
Maintenance 80 % 79 % 81 % 56 %
Other 35 % 3 % 29 % (49) %
Total gross margin 79 % 73 % 79 % 61 %
Subscription gross margin increased for the three and six months ended July 31, 2025 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO, partially offset by an increase in hosting costs associated with our development and launch of more SaaS products.
Maintenance gross margin increased for the three and six months ended July 31, 2025 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO.
Other gross margin increased for the three and six months ended July 31, 2025 as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO.
Operating Expenses
Research and Development
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Research and development $ 92,107 $ 86,228 $ 5,879 7 %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Research and development $ 173,922 $ 371,607 $ (197,685) (53) %
Research and development expenses increased for the three months ended July 31, 2025 primarily driven by an increase of $3.1 million in employee compensation and related expenses. Research and development expenses decreased for the six months ended July 31, 2025. Employee compensation and related expenses decreased by $201.3 million due to a decrease of $207.9 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.
Rubrik, Inc. Q2 2026 Form 10-Q
Sales and Marketing
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Sales and marketing $ 181,985 $ 167,927 $ 14,058 8 %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Sales and marketing $ 351,978 $ 547,256 $ (195,278) (36) %
Sales and marketing expenses increased for the three months ended July 31, 2025 primarily driven by an increase of $6.6 million in employee compensation and related expenses. Sales and marketing expenses decreased for the six months ended July 31, 2025. Employee compensation and related expenses decreased by $206.5 million due to a decrease of $220.4 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.
General and Administrative
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
General and administrative $ 66,672 $ 63,921 $ 2,751 4 %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
General and administrative $ 125,953 $ 215,386 $ (89,433) (42) %
General and administrative expenses increased for the three months ended July 31, 2025 primarily driven by an increase of $3.2 million in professional services, partially offset by decrease in employee compensation and related expenses. General and administrative expenses decreased for the six months ended July 31, 2025. Employee compensation and related expenses decreased by $98.4 million due to a decrease of $98.8 million in stock-based compensation expense as a result of higher RSU expense in the prior periods related to the recognition of cumulative stock-based compensation expense upon our IPO in April 2024.
Other Non-Operating Income (Expense)
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Interest income $ 12,193 $ 7,278 $ 4,915 68 %
Interest expense (5,241) (10,245) 5,004 (49) %
Loss on debt extinguishment (6,653) - (6,653) (100) %
Other income (expense), net 72 (1,450) 1,522 (105) %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Interest income $ 19,889 $ 10,220 $ 9,669 95 %
Interest expense (15,054) (20,869) 5,815 (28) %
Loss on debt extinguishment (6,653) - (6,653) (100) %
Other income (expense), net (5,550) (2,073) (3,477) 168 %
Interest income increased for the three and six months ended July 31, 2025 due to higher cash, cash equivalents, and investment balances.
Rubrik, Inc. Q2 2026 Form 10-Q
Interest expense decreased for the three and six months ended July 31, 2025 as our 2023 Amended Credit Facility was fully repaid in June 2025.
Loss on debt extinguishment increased for the three and six months ended July 31, 2025 due to the write-off of unamortized debt discount and issuance costs and prepayment premium paid upon the full repayment of borrowings under our 2023 Amended Credit Facility.
Other income (expense), net includes foreign exchange gains and losses and fluctuations are driven by the strengthening or weakening of the US dollar against foreign currencies on our foreign-denominated intercompany payables.
Income Tax Expense
Three Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Income tax expense $ 1,837 $ 4,220 $ (2,383) (56) %
Six Months Ended July 31,
2025 2024 $ Change % Change
(dollars in thousands)
Income tax expense $ 3,111 $ 3,169 $ (58) (2) %
Our income tax expense decreased for the three months ended July 31, 2025 due to higher tax benefits from stock-based compensation deductions in the UK and a decrease in our foreign earnings.
Our income tax expense decreased for the six months ended July 31, 2025 due to higher tax benefits from stock-based compensation deductions in the UK and a decrease in our foreign earnings, partially offset by a one-time benefit associated with several of our foreign subsidiaries making an election to be treated as U.S. branches for federal income tax purposes effective in fiscal year 2024.
Our effective tax rate may fluctuate significantly and could be adversely affected to the extent that earnings are lower than anticipated in countries that have lower statutory tax rates and higher than anticipated in countries that have higher statutory tax rates. In addition, tax authorities may challenge our transfer pricing policies, resulting in a higher effective tax rate.
Liquidity and Capital Resources
To date, we have financed our operations principally through proceeds received from issuance of equity and debt securities and payments received from customers. In April 2024, we completed our IPO which resulted in proceeds of approximately $710.3 million, net of underwriting discounts and commissions. In May 2024, our underwriters exercised their option to purchase an additional 3,472,252 shares of our Class A common stock at the IPO Price of $32.00 per share. We received net proceeds of approximately $104.9 million, net of underwriters' discounts and commissions.
In June 2022, we entered into a $195.0 million credit facility (the "Prior Credit Facility"), consisting of initial term loans in an aggregate principal amount of $175.0 million and delayed draw term loan commitments in an aggregate principal amount of $20.0 million. The Prior Credit Facility was scheduled to mature in June 2027. We borrowed the full amount of the initial term loans in June 2022, the proceeds of which were used for general corporate purposes, and subsequently drew approximately $14.5 million of delayed draw term loans to pay accrued quarterly interest payments under the Prior Credit Facility.
In August 2023, we amended and restated the Prior Credit Facility (the "Amended Credit Facility"), to increase the total borrowing capacity thereunder to $330.0 million, consisting of initial term loans in an aggregate principal amount of approximately $289.5 million and delayed draw term loan commitments in an aggregate principal amount of approximately $40.5 million. The Amended Credit Facility was scheduled to mature in August 2028. We borrowed the full amount of the initial term loans and approximately $4.1 million of delayed draw term loans under the Amended Credit Facility on the closing date of the Amended Credit Facility in order to (i) refinance and replace in full the outstanding term loans under the Prior Credit Facility, (ii) finance the consideration for the acquisition of Laminar, and (iii) pay the accrued quarterly interest under the Prior Credit Facility then due.
In June 2025, we repaid the outstanding balance of $327.9 million under the Amended Credit Facility and terminated the Amended Credit Agreement.
Rubrik, Inc. Q2 2026 Form 10-Q
In June 2025, we completed a private offering to qualified institutional buyers of $1.15 billion aggregate principal amount of 0.00% convertible senior notes due 2030 (the "Convertible Notes" or "Notes"). The Convertible Notes are general unsecured obligations of the Company and will mature on June 15, 2030, unless earlier converted, redeemed or repurchased. Net proceeds from the issuance of the Convertible Notes were approximately $1.13 billion. The outstanding principal of the Convertible Notes was $1.15 billion as of July 31, 2025.
In connection with the Convertible Notes, we entered into privately negotiated capped call transactions with certain affiliates of certain initial purchasers of the Convertible Notes and other financial institutions (the "Capped Calls") for a cost of $88.6 million. The Capped Calls are expected generally to reduce the potential dilution to our Class A common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price initially equal to $175.10 per share. We used a portion of the net proceeds from the Convertible Notes to pay the $88.6 million cost of the Capped Calls and repay the outstanding balance of $327.9 million under the Amended Credit Facility. We expect to use the remaining net proceeds from the Convertible Notes for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses and capital expenditures.
In July 2025, we acquired all outstanding stock of Predibase, a developer platform. We accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $109.1 million, of which $14.5 million was in cash and the remainder in common stock. The acquisition of Predibase is to help us accelerate our agentic AI adoption from pilot to production at scale.
Our billings grow with new business growth. The majority of our billings are driven by invoicing our customers for multi-year commitments. However, this may evolve as customers have opted to, and may continue to opt to, pay us on an annual or consumption basis based on products purchased due to the growth in our SaaS product offerings. In addition, our billings are subject to seasonality, with billings in the fourth quarter being substantially higher than in the other three quarters. As of July 31, 2025, we had cash, cash equivalents, and short-term investments of $1,523.0 million. Our cash equivalents and investments primarily consist of money market funds, certificate of deposit, U.S. treasuries, commercial paper, corporate bonds, and U.S. government agencies securities. We have generated significant operating losses from our operations as reflected in our accumulated deficit of $(3,035.4) million as of July 31, 2025. We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts for the foreseeable future due to the investments we intend to make as described above. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
We believe that our existing cash and cash equivalents will be sufficient to fund our operating and capital needs for at least the next 12 months.
Our longer-term future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, including the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the introduction of new and enhanced products, and the continuing market adoption of our platform. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash and long-term investment balances, and our Amended Credit Facility, and potential future debt or equity financings. We may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. We continue to assess our capital structure and evaluate the merits of deploying available cash. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, financial condition, and operating results would be adversely affected.
The following table summarizes our cash flows for the periods presented:
Six Months Ended July 31,
2025 2024
(in thousands)
Net cash provided by (used in) operating activities $ 104,379 $ (58,464)
Net cash used in investing activities $ (701,712) $ (315,461)
Net cash provided by financing activities $ 727,098 $ 384,374
Rubrik, Inc. Q2 2026 Form 10-Q
Operating Activities
Our largest source of operating cash is payments received from our customers. We typically invoice our customers in advance for multi-year contracts. Therefore, a substantial source of our cash is from such prepayments, which are included on our unaudited condensed consolidated balance sheets in deferred revenue. We generally experience seasonality based on when we enter into agreements with our customers. Given the seasonality in our business, the operating cash flow benefit from increased collections from our customers generally occurs in the subsequent quarter after billing. We expect seasonality, timing of billings, billings terms, and collections from our customers to have a material impact on our cash flow from operating activities from period to period. Our primary uses of cash in operating activities are for employee compensation and related expenses, sales commissions, fees for third-party professional services, colocation and hosting costs, marketing programs, and discretionary cash payments of our debt interest expense pursuant to the terms of our Amended Credit Facility and prepayments of other spend. Our cash flow from operating activities may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses.
For the six months ended July 31, 2025, net cash provided by operating activities of $104.4 million resulted primarily from a net loss of $198.0 million, partially offset by $162.0 million of stock-based compensation, $50.9 million of amortization of deferred commissions, $16.5 million for depreciation and amortization, $6.7 million of loss on debt extinguishment, and $66.9 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $165.9 million increase in deferred revenue from increased billings. The cash inflow was partially offset by a $49.2 million increase in deferred commissions, a $40.1 million increase in accounts receivable, a $8.0 million decrease in accrued expenses and other liabilities, and a $4.7 million increase in prepaid expense and other assets.
For the six months ended July 31, 2024, net cash used in operating activities of $58.5 million resulted primarily from a net loss of $909.0 million, partially offset by $735.3 million of stock-based compensation, $42.4 million of amortization of deferred commissions, $19.2 million for non-cash interest related to debt, $14.1 million for depreciation and amortization, and $39.6 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $95.3 million increase in deferred revenue from increased billings and a $17.7 million increase in accrued expenses and other liabilities. The cash inflow was partially offset by a $70.2 million increase in deferred commissions and a $4.8 million increase in accounts receivable.
Investing Activities
For the six months ended July 31, 2025, net cash used in investing activities of $701.7 million resulted from $998.0 million in purchases of investments, $10.2 million paid for acquisitions, $7.1 million in capitalized internal-use software, and $6.3 million in purchases of property and equipment, partially offset by $319.9 million in proceeds from maturities of investments.
For the six months ended July 31, 2024, net cash used in investing activities of $315.5 million resulted from $449.3 million in purchases of investments, $6.2 million in purchases of property and equipment, and $4.5 million in capitalized internal-use software, offset by $144.5 million in proceeds from maturities and sales of investments.
Financing Activities
For the six months ended July 31, 2025, net cash provided by financing activities of $727.1 million resulted primarily from $800.2 million in proceeds from issuance of the Convertible Notes, net of full repayment of our 2023 Amended Credit Facility, $13.5 million in proceeds from issuance of common stock under employee stock purchase plan and $3.1 million from the exercise of stock options, partially offset by $88.6 million paid to purchase Capped Calls.
For the six months ended July 31, 2024, net cash provided by financing activities of $384.4 million resulted primarily from $815.2 million in proceeds from our IPO and underwriters' exercise of over-allotment option, net of underwriting discounts and commissions, and $3.7 million from the exercise of stock options, partially offset by $430.3 million in taxes paid related to the net share settlement of equity awards that vested upon our IPO, and $3.5 million for payment of deferred offering costs.
Material Cash Requirements
Our material cash requirements primarily consist of operating lease commitments for our offices and data centers, non-cancelable purchase commitments related to third-party cloud hosting services, and long-term debt. Except as already disclosed in Note 7. Leases, Note 8. Debt and Note 9. Commitments and Contingencies in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there has been no other material change in our material cash requirements other than in the ordinary course of business since our fiscal year ended January 31, 2025. See our Annual Report for additional information regarding our contractual obligations.
Rubrik, Inc. Q2 2026 Form 10-Q
In June 2025, we amended an existing hosting service contract with a third party. The amendment extended the original contract term by approximately two years to April 2029, which resulted in an increase of $375.0 million in minimum spending amount. As of July 31, 2025, we had $428.3 million remaining on this commitment.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses as well as related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates discussed in our Annual Report.
Recently Issued Accounting Pronouncements
See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the notes to our unaudited condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.
JOBS Act Accounting Election
We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our unaudited condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Based on the market value of our Class A common stock held by non-affiliates as of July 31, 2025, we will cease to qualify as an emerging growth company, effective as of January 31, 2026.
Rubrik, Inc. Q2 2026 Form 10-Q
Rubrik Inc. published this content on September 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 10, 2025 at 20:47 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]