Rubrik, Inc.
For the period ended Jul 31, 2025. Filed Sep 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2025 · Filed Sep 10, 2025
RBRK$105.75+0.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-04-30; filed 2025-06-09.
0001943896-25-000030
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-07-31; filed 2025-09-10.
0001943896-25-000042
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 150 previous paragraphs and 157 current paragraphs.
107 unchanged; 39 reworded; 9 added; 2 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 34 previous and 44 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
In June 2025, we repaid the outstanding balance of $327.9 million under the Amended Credit Facility and terminated the Amended Credit Agreement.
Current report
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.
Current report
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.
Current report
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.
Removed paragraphs (2)
Previous report
General and administrative expenses decreased for the three months ended April 30, 2025. Employee compensation and related expenses decreased by $94.0 million due to a decrease of $92.6 million 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.
Previous report
Interest expense decreased for the three months ended April 30, 2025 primarily due to bridge notes issued in April 2024 to fund a portion of the tax withholding and remittance obligations related to the settlement of RSUs in connection with our IPO. The bridge notes were fully repaid in the same period.
Reworded paragraphs (39)
Previous wording
Subscription ARR does not include any maintenance revenue associated with perpetual licenses, which we generally no longer offer. Of the 38% and 46% growth, approximately 2 percentage points and 3 percentage points of growth for the three months ended April 30, 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.
Current wording
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
Previous wording
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 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.
Current wording
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.
Previous wording
Free cash flow was $33.3 million, and $(37.1) million for three months ended April 30, 2025 and 2024, respectively. Free cash flow for the three months ended April 30, 2024 includes a cash outlay of $20.6 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 that were offset by higher expenses, a decrease in contract term due to the growth of our Cloud and SaaS products, and an increasing mix of annual and consumption payments from customers. This trend when combined with changes in new business growth, may result in free cash flow volatility across periods.
Current wording
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.
Previous wording
The following table presents a reconciliation of free cash flow to net cash used in operating activities for the periods presented:
Current wording
The following table presents a reconciliation of free cash flow to net cash provided by (used in) operating activities for the periods presented:
Previous wording
Subscription ARR Contribution Margin was 8%, and (11)% for the 12 months ended April 30, 2025, and 2024, respectively. For the 12 months ended April 30, 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.
Current wording
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.
Previous wording
The following table presents the calculation of Subscription ARR Contribution Margin for the periods presented as well as a reconciliation of (i) non-GAAP subscription cost of revenue to cost of revenue and (ii) non-GAAP operating expenses to operating expenses.
Current wording
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:
Previous wording
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 see some further benefits in fiscal 2026 that we do not expect to continue in the long-term, with the impact declining in fiscal 2027 and substantially completed by fiscal 2028. 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.
Current wording
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.
Previous wording
Other non-operating income (expense) consists primarily of interest income, interest expense, and foreign exchange gains and losses.
Current wording
Other non-operating income (expense) consists primarily of interest income, interest expense, loss on debt extinguishment, and foreign exchange gains and losses.
Previous wording
The following tables summarize our 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.
Current wording
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.
Previous wording
The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:
Current wording
The following table sets forth our unaudited condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:
Previous wording
Comparison of the Three Months Ended April 30, 2025 and 2024
Current wording
Comparison of the Three and Six Months Ended July 31, 2025 and 2024
Previous wording
Growth in subscription revenue was driven by growth in Subscription ARR and some benefits as customers exercised or forfeited their Subscription Credits. 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. Beginning in fiscal 2027, we anticipate a gradual decline in this benefit, with the impact substantially completed by fiscal 2028.
Current wording
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.
Previous wording
Our Subscription ARR grew from $856.1 million as of April 30, 2024 to $1,181.3 million as of April 30, 2025, representing a 38% increase. Of the increase in Subscription ARR, 2 percentage points are a result of transitioning our existing maintenance customers to our subscription editions. A further indication of our ability to expand revenue from existing customers is through our average subscription dollar-based net retention rate which was over 120% as of April 30, 2025. We had 2,381 customers with $100,000 or more in Subscription ARR as of April 30, 2025, increasing from 1,859 as of April 30, 2024.
Current wording
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.
Previous wording
Maintenance revenue associated with sales of perpetual licenses of our legacy CDM product decreased for the three months ended April 30, 2025. Maintenance revenue represented 1% and 3% of total revenue for three months ended April 30, 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.
Current wording
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.
Previous wording
Other revenue increased for the three months ended April 30, 2025 due to an increase in professional services. We expect our other revenue as a percentage of total revenue to continue to decrease.
Current wording
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.
Previous wording
Cost of subscription revenue decreased for the three months ended April 30, 2025 primarily driven by $31.2 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 $7.0 million in hosting costs due to the launch and adoption of more SaaS products by our customers.
Current wording
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.
Previous wording
Cost of maintenance revenue decreased for the three months ended April 30, 2025 primarily driven by a decrease of $2.4 million 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.
Current wording
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.
Previous wording
Cost of other revenue decreased for the three months ended April 30, 2025 primarily driven by a $10.4 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.
Current wording
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.
Previous wording
Subscription gross margin increased for the three months ended April 30, 2025 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 in hosting costs associated with our development and launch of more SaaS products.
Current wording
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.
Previous wording
Research and development expenses decreased for the three months ended April 30, 2025. Employee compensation and related expenses decreased by $204.4 million due to a decrease of $204.3 million 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.
Current wording
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.
Previous wording
Sales and marketing expenses decreased for the three months ended April 30, 2025. Employee compensation and related expenses decreased by $212.9 million due to a decrease of $215.7 million 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 increases in headcount.
Current wording
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.
Previous wording
Interest income increased for the three months ended April 30, 2025 due to higher cash, cash equivalents, and investment balances.
Current wording
Interest income increased for the three and six months ended July 31, 2025 due to higher cash, cash equivalents, and investment balances.
Previous wording
Other income (expense), net decreased due to a weakening of the US dollar against foreign currencies on our foreign-denominated intercompany payables.
Current wording
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.
Previous wording
Our income tax expense increased for the three months ended April 30, 2025 due to 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 2024, partially offset by tax benefits from stock-based compensation deductions in the UK for three months ended April 30, 2025.
Current wording
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.
Previous wording
We have financed our operations principally through private placements of our redeemable convertible preferred stock, our term loan credit facility, and payments received from customers. 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.
Current wording
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.
Previous wording
In August 2023, we amended and restated the Prior Credit Facility (the "Amended Credit Facility"), to increase the total borrowing capacity thereunder to $330.0 million, consisting of initial term loans in an aggregate principal amount of approximately $289.5 million and delayed draw term loan commitments in an aggregate principal amount of approximately $40.5 million. The Amended Credit Facility will mature in August 2028. We borrowed the full amount of the initial term loans and approximately $4.1 million of delayed draw term loans under the Amended Credit Facility on the closing date of the Amended Credit Facility in order to (i) refinance and replace in full the outstanding term loans under the Prior Credit Facility, (ii) finance the consideration for the acquisition of Laminar, and (iii) pay the accrued quarterly interest under the Prior Credit Facility then due. Borrowings under the Amended Credit Facility will bear interest, at our option, at a rate per annum equal to (i) (x) a base rate equal to the highest of (A) the prime rate as published by The Wall Street Journal, (B) the federal funds rate plus 0.5%, and (C) an adjusted SOFR rate for a one-month interest period plus 1.0% plus (y) a margin of 6.0%, or (ii) an adjusted SOFR rate for a selected interest period plus a margin of 7.0%. We have the option to elect to fund up to 100.0% of the interest payments under the Amended Credit Facility with the incurrence of additional delayed draw term loans, subject to a temporary increase of 0.5% in the annual interest rate due on outstanding term loans for a period of 90 to 180 days from the latest date of incurrence of such additional delayed draw term loans. The annual interest rate on outstanding term loans under the Amended Credit Facility can also decrease by 0.5% if we achieve certain financial targets. In connection with each of the Prior Credit Facility and the Amended Credit Facility, we were also required to pay customary fees for a credit facility of this size and type, including an upfront fee. We have the option to prepay the loans under the Amended Credit Facility at any time subject to a prepayment premium of (i) 1.5% in the first year following the closing of the Amended Credit Facility, (ii) 0.5% in the second year following the closing of the Amended Credit Facility, and (iii) 0.0% thereafter.
Current wording
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.
Previous wording
In August 2023, we acquired all of the outstanding stock of Laminar, a data security posture management ("DSPM") platform. We accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $104.9 million, of which $90.8 million was paid in cash and the remainder in common stock. The cash consideration of $90.8 million excludes $23.8 million we held back, which is subject to service-based vesting and will be recorded as expense over the period the services are provided. The acquisition of Laminar is intended to support our leadership position as a data security platform provider and help accelerate our cyber posture offerings.
Current wording
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.
Previous wording
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 April 30, 2025, we had cash, cash equivalents, and short-term investments of $762.1 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 $(2,939.4) million as of April 30, 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.
Current wording
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.
Previous wording
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 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 from operating activities are for employee compensation and related expenses, sales commissions, fees for third-party professional services, colocation and hosting costs, marketing programs, and discretionary cash payments of our debt interest expense pursuant to the terms of our Amended Credit Facility and prepayments of other spend. Our cash flow from operating activities may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses.
Current wording
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.
Previous wording
For the three months ended April 30, 2025, net cash provided by operating activities of $39.7 million resulted primarily from a net loss of $102.1 million, partially offset by $73.5 million of stock-based compensation, $24.8 million of amortization of deferred commissions, $8.1 million for depreciation and amortization, and $35.1 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 $89.7 million increase in deferred revenue from increased billings and a $12.0 million decrease in accounts receivable. The cash inflow was partially offset by a $36.8 million decrease in accrued expenses and other current liabilities, a $21.4 million increase in deferred commissions, and a $7.8 million increase in prepaid expense and other assets.
Current wording
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.
Previous wording
For the three months ended April 30, 2024, net cash used in operating activities of $31.4 million resulted primarily from a net loss of $732.1 million, partially offset by $630.3 million of stock-based compensation, $20.4 million of amortization of deferred commissions, $9.7 million for non-cash interest related to debt, $7.2 million for depreciation and amortization, and $33.2 million of net cash inflow from changes in operating assets and liabilities. The net cash inflow from changes in operating assets and liabilities was primarily the result of a $53.5 million increase in deferred revenue from increased billings and a $36.2 million decrease in accounts receivable. The cash inflow was partially offset by a $23.2 million increase in deferred commissions, a $22.1 million decrease in accrued expenses and other liabilities, and a $13.9 million increase in prepaid expenses and other assets.
Current wording
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.
Previous wording
For the three months ended April 30, 2025, net cash provided by investing activities of $34.2 million resulted from $162.6 million in proceeds from maturities and sales of investments, partially offset by $120.2 million in purchases of investments, $3.5 million in capitalized internal-use software, and $2.8 million in purchases of property and equipment.
Current wording
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.
Previous wording
For the three months ended April 30, 2024, net cash provided by investing activities of $40.7 million resulted from $89.1 million in proceeds from maturities and sales of investments, offset by $42.7 million in purchases of investments, $3.6 million in purchases of property and equipment, and $2.1 million in capitalized internal-use software.
Current wording
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.
Previous wording
For the three months ended April 30, 2025, net cash provided by financing activities of $15.3 million resulted from $13.5 million in proceeds from issuance of common stock under employee stock purchase plan and $1.8 million from the exercise of stock options.
Current wording
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.
Previous wording
For the three months ended April 30, 2024, net cash provided by financing activities of $362.2 million resulted primarily from $710.3 million in proceeds from our IPO, net of underwriting discounts and commissions, and $3.6 million from the exercise of stock options, partially offset by $350.4 million in taxes paid related to the net share settlement of equity awards that vested upon our IPO, and $0.8 million for payment of deferred offering costs.
Current wording
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.
Previous wording
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 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.
Current wording
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.
Previous wording
Our 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 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.
Current wording
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.
Previous wording
See Note 2, Basis of Presentation and Summary of Significant Accounting Policies, in the notes to our 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.
Current wording
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.
Previous wording
We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Current wording
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.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Maintenance gross margin increased for the three months ended April 30, 2025 as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.
Previous report — wording carried elsewhere
Other gross margin increased for the three months ended April 30, 2025 as a result of higher RSU expense in the prior period related to the recognition of cumulative stock-based compensation expense upon our IPO.