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Form 8-K

sec.gov

8-K — Rubrik, Inc.

Accession: 0001943896-26-000041

Filed: 2026-06-04

Period: 2026-06-04

CIK: 0001943896

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — rbrk-20260604.htm (Primary)

EX-99.1 (rubrikinc-991pressrelease4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: rbrk-20260604.htm · Sequence: 1

rbrk-20260604

0001943896FALSE00019438962026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 4, 2026

RUBRIK, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

001-42028

(Commission File Number)

46-4560494

(I.R.S. Employer Identification Number)

3495 Deer Creek Road, Palo Alto, California 94304

(Address of principal executive offices and zip code)

(844) 478-2745

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, $0.000025 par value RBRK New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On June 4, 2026, Rubrik, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended April 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release issued by Rubrik, Inc. dated June 4, 2026.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements 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 hereunto duly authorized.

Date: June 4, 2026

Rubrik, Inc.

By: /s/ Kiran Choudary

Name: Kiran Choudary

Title: Chief Financial Officer

EX-99.1

EX-99.1

Filename: rubrikinc-991pressrelease4.htm · Sequence: 2

Document

Rubrik Reports First Quarter Fiscal Year 2027 Financial Results

•Results exceeded all guided metrics

•Raising all guided metrics for fiscal year 2027

•First quarter subscription ARR grew 32% year-over-year to $1.57 billion

•First quarter revenue grew 39% year-over-year to $387.1 million

•Operating cash flow margin of 21%; free cash flow margin of 19%

Palo Alto, California, June 4, 2026 – Rubrik, Inc. (NYSE: RBRK), the Security and AI Operations company, today announced financial results for the first quarter of fiscal year 2027, ended April 30, 2026.

“We are off to an excellent start to fiscal 2027 as Rubrik is now an increasingly strategic platform for agentic cyber resilience — bringing together data, identity, and AI in a single architecture. We are more confident than ever that we are in the early innings of the AI acceleration opportunity,” said Bipul Sinha, Rubrik’s Chief Executive Officer, Chairman, and Co-Founder.

Commenting on the company’s financial results, Kiran Choudary, Rubrik’s Chief Financial Officer, added, “We are pleased with our strong start to fiscal year 2027, exceeding all guided metrics with subscription ARR of $1.57 billion growing 32% year-over-year and free cash flow margin of 19%. This demonstrates our ability to drive durable growth and meaningful operating leverage at scale.”

First Quarter Fiscal 2027 Financial Highlights

•Subscription Annual Recurring Revenue (ARR): Subscription ARR was up 32% year-over-year, growing to $1.57 billion as of April 30, 2026.

•Revenue: Subscription revenue was $374.2 million, a 41% increase compared to $265.7 million in the first quarter of fiscal 2026. Total revenue was $387.1 million, a 39% increase compared to $278.5 million in the first quarter of fiscal 2026. This includes $8.5 million in revenue from material rights in the first quarter of fiscal 2027 and $13.4 million in revenue from material rights in the first quarter of fiscal 2026. Revenue excluding material rights increased 43% year-over-year in the first quarter of fiscal 2027.

•Gross Margin: GAAP gross margin was 80.5%, compared to 78.3% in the first quarter of fiscal 2026. Non-GAAP gross margin was 82.9%, compared to 80.5% in the first quarter of fiscal 2026.

•Subscription ARR Contribution Margin: Subscription ARR contribution margin was 13.2% compared to 8.0% in the first quarter of fiscal 2026, reflecting the strong net new subscription ARR in the quarter and an improvement in operating leverage in the business.

•Net Income/Loss per Share: GAAP net loss per share was $(0.21), compared to $(0.53) in the first quarter of fiscal 2026. Non-GAAP net income per share, diluted, was $0.16, compared to non-GAAP net loss per share, diluted, of $(0.15) in the first quarter of fiscal 2026.

•Cash Flow from Operations: Cash flow from operations was $81.7 million, compared to $39.7 million in the first quarter of fiscal 2026. Free cash flow was $73.6 million, compared to $33.3 million in the first quarter of fiscal 2026.

•Cash, Cash Equivalents, and Short-Term Investments: Cash, cash equivalents, and short-term investments were $1.75 billion as of April 30, 2026.

Recent Business Highlights

•As of April 30, 2026, Rubrik had 2,946 customers with Subscription ARR of $100,000 or more, up 24% year-over-year.

•Announced access to Anthropic’s Mythos Research Preview as part of Project Glasswing. An important next step in the evolution of AI and cybersecurity, Rubrik is testing this advanced frontier AI to ensure we can better serve our customers when cyber breaches inevitably happen.

•Announced the launch of data protection for Google Workspace, designed to bring immutable, air-gapped backups and rapid recovery to Gmail and Google Drive. The offering extends Rubrik’s SaaS cyber resilience coverage to one of the most widely used enterprise platforms alongside M365.

•Launched Rubrik Agent Cloud (RAC) for Google Cloud’s Gemini Enterprise Agent Platform, designed to enable organizations to auto-discover AI agents, apply real-time intent-based guardrails, and use Rubrik’s “Agent Rewind” capability to instantly reverse destructive agentic actions.

•Unveiled SAGE (Semantic AI Governance Engine), Rubrik’s proprietary AI governance engine underpinning real-time, intent-based agentic guardrails in Rubrik Agent Cloud.

•Announced a new integration with Microsoft Defender that connects Microsoft’s real-time identity threat detection with Rubrik’s automated identity rollback and recovery, enabling response times measured in hours rather than days.

•Selected as an American Hospital Association (AHA) Preferred Cybersecurity Provider, giving nearly 5,000 AHA member hospitals access to Rubrik’s cyber resilience bundle including Identity Recovery, M365 protection, ransomware-response workshops, and financial impact assessments.

•Launched rubrik.com/community, a dedicated practitioner platform for professionals across data protection, identity security, cloud resilience, and AI operations, featuring peer networking, practitioner-authored playbooks, and Regional Huddle for Resilience (H4R) in-person meetups.

Second Quarter and Fiscal Year 2027 Outlook

Rubrik is providing the following guidance for the second quarter of fiscal year 2027 and the full fiscal year 2027:

•Second Quarter Fiscal 2027 Outlook:

▪Revenue of $395 million to $397 million.

▪Non-GAAP subscription ARR contribution margin of approximately 11-12%.

▪Non-GAAP net income per share of $0.03 to $0.05.

▪Weighted-average shares outstanding of approximately 224 million.

•Full Fiscal Year 2027 Outlook:

▪Subscription ARR between $1,854 million and $1,862 million.

▪Revenue of $1,638 million to $1,648 million.

▪Non-GAAP subscription ARR contribution margin of approximately ~14%.

▪Non-GAAP net income per share of $0.25 to $0.35.

▪Weighted-average shares outstanding of approximately 228 million.

▪Free cash flow of $293 million to $303 million.

Additional information on Rubrik’s reported results, including a reconciliation of the non-GAAP results to their most comparable GAAP measures, is included in the financial tables below. A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to Rubrik’s results computed in accordance with GAAP. For example, stock-based compensation-related charges, including employer payroll tax-related items on employee stock transactions, are impacted by the timing of employee stock transactions, the future fair market value of Rubrik’s Class A common stock, and Rubrik’s future hiring and retention needs, all of which are difficult to predict and subject to constant change.

Conference Call Information

Rubrik will host a conference call to discuss results for the first quarter of fiscal year 2027, as well as its financial outlook for the second quarter and full fiscal year 2027 today at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time. Open to the public, analysts and investors may access the webcast, results press release, and investor presentation on Rubrik’s investor relations website at https://ir.rubrik.com. A replay of the webcast will also be accessible from Rubrik’s investor relations website a few hours after the conclusion of the live event.

Rubrik uses its investor relations website and may use certain social media accounts including X (formerly Twitter) (@rubrikInc and @bipulsinha) and LinkedIn (www.linkedin.com/company/rubrik-inc and www.linkedin.com/in/bipulsinha) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Forward-Looking Statements

This press release and the related conference call contain express and implied “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Rubrik’s financial outlook for the second quarter of fiscal year 2027 and full fiscal year 2027, changes to Rubrik’s global revenue organization and the impact on continued growth, Rubrik’s market position, market opportunities, including with respect to generative and agentic AI, and growth strategy, Rubrik’s ability to drive operating leverage and profitability, Rubrik’s platform vision and strategic positioning, product initiatives, strategic partnerships and alliances, go-to-market motions and market trends. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “outlook,” “guidance,” or the negative of these terms, where applicable, and similar expressions intended to identify forward-looking statements. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond Rubrik’s control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the statements. Risks include but are not limited to Rubrik’s limited operating history, the growth rate of the market in which Rubrik competes, Rubrik’s ability to effectively manage and sustain its growth, Rubrik’s ability to introduce new products on top of its platform, Rubrik’s ability to compete with existing competitors and new market entrants, Rubrik’s ability to effectively manage the leadership transition in its global revenue organization, Rubrik’s ability to expand internationally, its ability to utilize AI successfully in its current and future products, Rubrik’s ability to successfully integrate acquisitions into its business and operations, and international conflict, global security concerns and their potential impact on regional and global economies and supply chains. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our most recent filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Forward-looking statements speak only as of the date the statements are made and are based on information available to Rubrik at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Rubrik assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

Non-GAAP Financial Measures

Rubrik has provided in this press release financial information that has not been prepared in accordance with GAAP. Rubrik uses these non-GAAP financial measures internally in analyzing its financial results and believes that use of these non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing Rubrik’s financial results with other companies in its industry, many of which present similar non-GAAP financial measures.

Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with Rubrik’s condensed consolidated financial statements prepared in accordance with GAAP. A reconciliation of Rubrik’s historical non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliation.

Free Cash Flow and Free Cash Flow Margin. Rubrik defines free cash flow as net cash provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized internal-use software. Rubrik believes 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 Rubrik’s operations that, after the investments in property and equipment and capitalized internal-use software, can be used for strategic initiatives, including investing in Rubrik’s business and strengthening its financial position. One limitation of free cash flow is that it does not reflect Rubrik’s future contractual commitments. 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 Rubrik’s liquidity is further limited as it does not represent the total increase or decrease in Rubrik’s cash balance for a given period. Free cash flow margin is calculated as free cash flow divided by total revenue.

Non-GAAP Subscription Cost of Revenue. Rubrik defines non-GAAP subscription cost of revenue as subscription cost of revenue, adjusted for amortization of acquired intangibles, stock-based compensation expense, stock-based compensation included in amortization of capitalized internal-use software, and other non-recurring items.

Non-GAAP Operating Expenses (Research and Development, Sales and Marketing, General and Administrative). Rubrik defines non-GAAP operating expenses as operating expenses (research and development, sales and marketing, general and administrative), adjusted for, as applicable, stock-based compensation expense, and other non-recurring items.

Non-GAAP Gross Profit, Non-GAAP Operating Income (Loss), and Non-GAAP Net Income (Loss). Rubrik defines non-GAAP gross profit, non-GAAP operating income (loss), and non-GAAP net income (loss) as the respective GAAP measure, excluding, as applicable, the effect of amortization of acquired intangibles, stock-based compensation expense, stock-based compensation included in amortization of capitalized internal-use software, amortization of debt issuance costs, other non-recurring items, and the related income tax effect of these adjustments.

Non-GAAP Gross Margin. Rubrik defines non-GAAP gross margin as non-GAAP gross profit as a percentage of total revenue.

Non-GAAP Net Income (Loss) Per Share, Basic and Diluted. Rubrik defines non-GAAP net income (loss) per share, basic as non-GAAP net income (loss) divided by the weighted-average number of shares of common stock outstanding during the period. Our non-GAAP net income per share, diluted is defined as non-GAAP net income divided by the non-GAAP weighted-average number of diluted shares outstanding, which includes (a) the effect of all potentially dilutive common stock equivalents (stock options, restricted stock units, restricted stocks, employee stock purchase rights under our 2024 Employee Stock Purchase Plan), and (b) the potential dilutive effect of the shares issuable upon conversion of our convertible senior notes using the if-converted method.

Subscription Annual Recurring Revenue (“ARR”) Contribution Margin. Rubrik defines Subscription ARR Contribution Margin as Subscription ARR contribution divided by Subscription ARR at the end of the period. Rubrik defines Subscription ARR Contribution as Subscription ARR at the end of the period less: (i) non-GAAP subscription cost of revenue and (ii) non-GAAP operating expenses for the prior 12-month period ending on that date. Rubrik believes that Subscription ARR Contribution Margin is a helpful indicator of operating leverage. 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 Rubrik’s actual or future GAAP results. Additionally, the historical expenses in this calculation may not accurately reflect the costs associated with future commitments.

Key Business Metrics

Subscription ARR. Rubrik calculates Subscription ARR as the annualized value of our active subscriptions as of the measurement date, based on our customers’ total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms. Subscriptions include offerings for our RSC 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 offerings like Anomaly Detection, Sensitive Data Monitoring and Resilience Guardian. Net new Subscription ARR refers to the difference between Subscription ARR in the reported period and Subscription ARR in the prior quarter, and captures new logos and expansions, offset by contraction and attrition since the prior quarter.

Cloud ARR. Rubrik calculates Cloud ARR as the annualized value of our active cloud-based subscriptions as of the measurement date, based on our customers’ total contract value, and assuming any contract that expires during the next 12 months is renewed on existing terms. Our cloud-based subscriptions include RSC and RSC-Government (excluding RSC-Private). Cloud ARR also includes SaaS subscription offerings like Anomaly Detection and Sensitive Data Monitoring, which are sold standalone or with prior sales of term-based license offerings of CDM.

Average Subscription Dollar-Based Net Retention Rate. Rubrik calculates Average Subscription Dollar-Based Net Retention Rate by first identifying subscription customers (“Prior Period Subscription Customers”) which were subscription customers at the end of a particular quarter (the “Prior Period”). Rubrik then calculates 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. Rubrik then divides total Current Period Subscription ARR by the total Prior Period Subscription ARR for Prior Period Subscription Customers. Rubrik’s 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.

Customers with $100K or More in Subscription ARR. Customers with $100K or more in Subscription ARR represent the number of customers that contributed $100,000 or more in Subscription ARR as of period end.

About Rubrik

Rubrik (NYSE: RBRK), the Security and AI Operations Company, leads at the intersection of data protection, cyber resilience, and enterprise AI acceleration. Rubrik Security Cloud delivers complete cyber resilience by securing, monitoring, and recovering data, identities, and workloads across clouds. Rubrik Agent Cloud accelerates trusted AI agent deployments at scale by monitoring and auditing agentic actions, enforcing real-time guardrails, fine-tuning for accuracy and undoing agentic mistakes.

Investor Relations Contact

Melissa Franchi

VP, Head of Investor Relations, Rubrik

781.367.0733

IR@rubrik.com

Public Relations Contact

Jessica Moore

VP, Global Communications, Rubrik

415.244.6565

jessica.moore@rubrik.com

Rubrik, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

Three Months Ended April 30,

2026 2025

Revenue

Subscription $ 374,153  $ 265,661

Other 12,915  12,820

Total revenue 387,068  278,481

Cost of revenue

Subscription 66,723  51,912

Other 8,562  8,571

Total cost of revenue 75,285  60,483

Gross profit 311,783  217,998

Operating expenses

Research and development 114,341  81,815

Sales and marketing 193,098  169,993

General and administrative 56,978  59,281

Total operating expenses 364,417  311,089

Loss from operations (52,634) (93,091)

Interest income 15,898  7,696

Interest expense (1,070) (9,813)

Other income (expense), net 590  (5,622)

Loss before income taxes (37,216) (100,830)

Income tax expense 4,637  1,274

Net loss $ (41,853) $ (102,104)

Net loss per share, basic and diluted $ (0.21) $ (0.53)

Weighted-average shares used in computing net loss per share, basic and diluted 203,668  191,625

Rubrik, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

April 30, January 31,

2026 2026

Assets

Current assets

Cash and cash equivalents $ 429,397  $ 380,196

Short-term investments 1,319,717  1,295,579

Accounts receivable, net of allowances

199,344  256,773

Deferred commissions 109,910  110,651

Prepaid expenses and other current assets 165,368  180,365

Total current assets 2,223,736  2,223,564

Property and equipment, net 86,504  83,830

Deferred commissions, noncurrent 155,621  157,592

Goodwill 199,606  199,606

Other assets, noncurrent 102,780  101,944

Total assets $ 2,768,247  $ 2,766,536

Liabilities and stockholders’ deficit

Current liabilities

Accounts payable $ 14,161  $ 15,329

Accrued expenses and other current liabilities 143,910  229,976

Deferred revenue 1,121,975  1,068,754

Total current liabilities 1,280,046  1,314,059

Deferred revenue, noncurrent 766,401  776,547

Other liabilities, noncurrent 71,334  64,771

Convertible senior notes, net 1,131,791  1,130,721

Total liabilities 3,249,572  3,286,098

Stockholders’ deficit

Class A common stock 4  4

Class B common stock 1  1

Additional paid-in capital 2,755,906  2,662,861

Accumulated other comprehensive (loss) income (9,222) 3,733

Accumulated deficit (3,228,014) (3,186,161)

Total stockholders’ deficit (481,325) (519,562)

Total liabilities and stockholders’ deficit $ 2,768,247  $ 2,766,536

Rubrik, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

Three Months Ended April 30,

2026 2025

Cash flows from operating activities:

Net loss $ (41,853) $ (102,104)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 12,081  8,075

Stock-based compensation 73,368  73,540

Amortization of deferred commissions 29,307  24,785

Deferred income taxes 489  604

Other 1,850  (375)

Changes in operating assets and liabilities:

Accounts receivable 57,429  12,031

Deferred commissions (26,595) (21,449)

Prepaid expenses and other assets 13,783  (7,824)

Accounts payable (861) (489)

Accrued expenses and other liabilities (80,384) (36,813)

Deferred revenue 43,075  89,674

Net cash provided by operating activities 81,689  39,655

Cash flows from investing activities:

Purchases of property and equipment (4,277) (2,850)

Capitalized internal-use software (3,799) (3,465)

Purchases of investments (291,957) (120,162)

Maturities of investments 263,850  162,617

Payments for business combinations, net of cash acquired —  (1,975)

Net cash (used in) provided by investing activities (36,183) 34,165

Cash flows from financing activities:

Proceeds from exercise of stock options 656  1,849

Proceeds from issuance of common stock under employee stock purchase plan 16,559  13,492

Net cash provided by financing activities 17,215  15,341

Effect of exchange rate on cash, cash equivalents, and restricted cash (9,483) 8,751

Net increase in cash, cash equivalents, and restricted cash 53,238  97,912

Cash, cash equivalents, and restricted cash, beginning of period 392,740  193,594

Cash, cash equivalents, and restricted cash, end of period $ 445,978  $ 291,506

Rubrik, Inc.

GAAP to Non-GAAP Reconciliations

(in thousands, except percentages and per share data)

(unaudited)

Three Months Ended April 30,

2026 2025

Reconciliation of GAAP total gross profit to non-GAAP total gross profit:

Total gross profit on a GAAP basis $ 311,783 $ 217,998

Add: Stock-based compensation expense 5,265 4,825

Add: Stock-based compensation included in amortization of capitalized internal-use software 1,096 349

Add: Amortization of acquired intangibles 2,802 960

Non-GAAP total gross profit $ 320,946 $ 224,132

GAAP total gross margin 80.5  % 78.3  %

Non-GAAP total gross margin 82.9  % 80.5  %

Reconciliation of GAAP operating expenses to non-GAAP operating expenses:

Research and development operating expense on a GAAP basis $ 114,341 $ 81,815

Less: Stock-based compensation expense 33,026 19,812

Non-GAAP research and development operating expense $ 81,315 $ 62,003

Sales and marketing operating expense on a GAAP basis $ 193,098 $ 169,993

Less: Stock-based compensation expense 16,331 24,144

Non-GAAP sales and marketing operating expense $ 176,767 $ 145,849

General and administrative operating expense on a GAAP basis $ 56,978 $ 59,281

Less: Stock-based compensation expense 18,746 24,759

Non-GAAP general and administrative operating expense $ 38,232 $ 34,522

Reconciliation of GAAP operating loss to non-GAAP operating income (loss):

Operating loss on a GAAP basis $ (52,634) $ (93,091)

Add: Stock-based compensation expense 73,368 73,540

Add: Stock-based compensation included in amortization of capitalized internal-use software 1,096 349

Add: Amortization of acquired intangibles 2,802 960

Non-GAAP operating income (loss) $ 24,632 $ (18,242)

Reconciliation of GAAP net loss to non-GAAP net income (loss):

Net loss on a GAAP basis $ (41,853) $ (102,104)

Add: Stock-based compensation expense 73,368 73,540

Add: Stock-based compensation included in amortization of capitalized internal-use software 1,096 349

Add: Amortization of acquired intangibles 2,802 960

Add: Amortization of debt issuance costs 1,070 —

Income tax expenses effect related to the above adjustments (321) (1,428)

Non-GAAP net income (loss) $ 36,162 $ (28,683)

Three Months Ended April 30,

2026 2025

Net income (loss) per share - basic and diluted:

GAAP net loss per share, basic and diluted $ (0.21) $ (0.53)

Weighted-average shares used to compute GAAP net loss per share, basic and diluted 203,668 191,625

Non-GAAP net income (loss) per share, basic $ 0.18 $ (0.15)

Weighted-average shares used to compute non-GAAP net income (loss) per share, basic 203,668 191,625

Non-GAAP net income (loss) per share, diluted $ 0.16 $ (0.15)

Weighted-average shares used to compute GAAP net loss per share, basic and diluted 203,668 191,625

Add: Effect of potentially dilutive common stock equivalents 11,243 —

Add: Effect of convertible senior notes 9,218 —

Weighted-average shares used to compute non-GAAP net income (loss) per share, diluted(1)

224,129 191,625

(1) For the periods in which we had non-GAAP net income, the non-GAAP weighted-average shares used in computing non-GAAP net income per share, diluted included (a) the effect of all potentially dilutive common stock equivalents (stock options, restricted stock units, restricted stocks and employee stock purchase rights under our 2024 Employee Stock Purchase Plan, to the extent they are dilutive) and (b) the potential dilutive effect of shares issuable upon conversion of the convertible senior notes using the if-converted method. The capped call transactions entered into in connection with the convertible senior notes had no dilutive impact for any of the periods presented.

The following table presents a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable GAAP measure, for each of the periods indicated (unaudited, in thousands, except percentages):

Three Months Ended April 30,

2026 2025

Net cash provided by operating activities $ 81,689 $ 39,655

Less: Purchases of property and equipment

(4,277) (2,850)

Less: Capitalized internal-use software

(3,799) (3,465)

Free cash flow $ 73,613 $ 33,340

Operating cash flow margin

21% 14%

Free cash flow margin 19% 12%

Net cash (used in) provided by investing activities $ (36,183) $ 34,165

Net cash provided by financing activities

$ 17,215 $ 15,341

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 (in thousands, except percentages):

Twelve Months Ended April 30,

2026 2025

Subscription cost of revenue $ 244,552  $ 193,223

Stock-based compensation expense (17,037) (18,289)

Stock-based compensation included in amortization of capitalized internal-use software (2,903) (607)

Amortization of acquired intangibles (9,330) (3,730)

Non-GAAP subscription cost of revenue $ 215,282  $ 170,597

Operating expenses $ 1,453,058  $ 1,249,744

Stock-based compensation expense (309,832) (334,156)

Non-GAAP operating expenses $ 1,143,226  $ 915,588

Subscription ARR $ 1,565,141  $ 1,181,269

Non-GAAP subscription cost of revenue (215,282) (170,597)

Non-GAAP operating expenses (1,143,226) (915,588)

Subscription ARR Contribution $ 206,633  $ 95,084

Subscription ARR Contribution Margin 13.2  % 8.0  %

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Jun. 04, 2026

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RUBRIK, INC.

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DE

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001-42028

Entity Address, Address Line One

3495 Deer Creek Road

Entity Tax Identification Number

46-4560494

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Palo Alto

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CA

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94304

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