Rubrik, Inc.
For the period ended Apr 30, 2026. Filed Jun 5, 2026.
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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.
Apr 30, 2026 · Filed Jun 5, 2026
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 2025-10-31; filed 2025-12-08.
0001943896-25-000054
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-04-30; filed 2026-06-05.
0001943896-26-000047
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 156 previous paragraphs and 145 current paragraphs.
78 unchanged; 47 reworded; 14 added; 30 removed; 1 previous and 6 current paragraphs rearranged.
Tables are not compared: 44 previous and 33 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 (14)
Current report
In fiscal 2026, we launched RAC, our AI agent operations suite, to accelerate enterprise AI transformation without introducing added risk. RAC is designed to monitor and audit agentic actions, enforce real-time guardrails for agentic changes, fine-tune agents for accuracy and, finally, undo agent mistakes. Built on our unique architecture that understands data, identity and application contexts, RAC is designed to give customers security, accuracy, and efficiency as they transform their organizations into AI enterprises. As RAC only became commercially available in February of 2026, we expect the RSC suite to continue to be the majority of our revenue in fiscal 2027 and the main driver for ARR growth.
Current report
In the first quarter of fiscal 2027, we started offering the Resilience Guardian as a term-based subscription license program, which provides customers with dedicated resilience managers to design and implement a cyber resilience strategy that maps to business outcomes. This includes proactive security and health checks, detection and resolution of emerging issues, upgrade planning and assistance, and adoption excellence and value realization.
Current report
Factors Affecting Our Performance
Current report
Macroeconomic and Supply Chain Conditions
Current report
Our overall performance depends in part on worldwide economic and geopolitical conditions and their impact on customer behavior. Macroeconomic conditions, including inflation, fluctuations in interest rates, foreign currency fluctuations, tariffs or other trade restrictions, geopolitical issues, changes in government policy or spending, and other changes in economic conditions, may adversely affect the buying patterns of our customers and prospective customers. For example, in light of current macroeconomic conditions, such as higher cost-consciousness around information technology budgets, as well as constraints affecting the availability or pricing of compatible commodity servers needed to deploy our solutions, we have observed a lengthening of our sales cycles. Additionally, key components of the commodity servers that are compatible with our solutions have been, and continue to be, affected by global chip shortages and allocation constraints, in part due to elevated industry demand, which in certain cases have resulted in extended lead times and increased server prices. Such delays, constraints and increased costs may affect our customers’ purchasing decisions and
Current report
deployment timelines, in some cases delaying customer purchases and in other cases resulting in customers pulling software purchases forward to lock in hardware prices. In response, we may in the future provide certain commercial accommodations, which could reduce our margins or adversely affect our revenue and operating results if such practices become widespread or prolonged. Due to our subscription-focused business model, any impact of the current macroeconomic environment and supply chain constraints on our business may not be fully reflected in our results of operations until future periods. As we continue to monitor the direct and indirect impacts of the current environment, the broader implications of macroeconomic conditions and supply chain constraints on our business, results of operations and financial condition, particularly in the long term, remain uncertain.
Current report
Certain prior period amounts reported in the unaudited condensed consolidated financial statements and notes have been reclassified to conform to the current year presentation. For the three months ended April 30, 2026 and 2025, the Company combined maintenance revenue and other revenue into “Other” on the unaudited condensed consolidated statements of operations. The presentation of cost of revenue has been conformed to reflect the changes related to the presentation of revenues. Such reclassifications related to the presentation of revenue and cost of revenue did not impact total revenue, loss from operations or net loss.
Current report
Subscription gross margin increased for the three months ended April 30, 2026, primarily driven by economies of scale as our subscription revenue base expanded faster than our associated cost of revenue.
Current report
Research and development expenses increased for the three months ended April 30, 2026 primarily due to an increase of $19.9 million in employee related costs driven by an increase in headcount, of which $13.2 million is an increase in stock-based compensation expense. In addition, hosting and software expenses increased by $9.8 million.
Current report
Sales and marketing expenses increased for the three months ended April 30, 2026 primarily due to an increase of $11.5 million in marketing expense as a result of advertising costs, marketing events and related costs to promote and expand our market presence, and an increase of $7.0 million in employee related costs driven by an increase in headcount.
Current report
General and administrative expenses decreased for the three months ended April 30, 2026 primarily driven by a decrease of $6.0 million in stock-based compensation expense mainly related to performance-based equity awards. The decrease is offset by an increase of $1.5 million in employee related costs driven by an increase in headcount and an increase of $1.3 million in third-party consulting and professional services expenses.
Current report
Income Tax Expense
Current report
Our primary sources of cash are payments received from our customers as well as net proceeds from the issuance of our Convertible Notes. Our primary uses of cash include personnel-related expenses, third-party cloud infrastructure expenses, sales and marketing expenses, overhead costs, and strategic acquisitions we may make from time to time.
Current report
Convertible Senior Notes
Removed paragraphs (30)
Previous report
Key Factors Affecting Our Performance
Previous report
Maintenance Revenue
Previous report
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.
Previous report
Cost of Maintenance Revenue
Previous report
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.
Previous report
Maintenance Gross Margin
Previous report
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.
Previous report
Income Tax Expense (Benefit)
Previous report
Other revenue increased for the three and nine months ended October 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 report
Cost of maintenance revenue decreased for the three and nine months ended October 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 report
Cost of other revenue decreased for the three and nine months ended October 31, 2025 primarily driven by a $0.5 million and $11.5 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 report
Subscription gross margin increased for the three and nine months ended October 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 report
Maintenance gross margin increased for the three and nine months ended October 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.
Previous report
Other gross margin increased for the three and nine months ended October 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.
Previous report
Research and development expenses increased for the three months ended October 31, 2025 primarily driven by an increase of $12.9 million in employee compensation and related expenses. Research and development expenses decreased for the nine months ended October 31, 2025. Employee compensation and related expenses decreased by $188.5 million due to a decrease of $201.9 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 report
Sales and marketing expenses increased for the three months ended October 31, 2025 primarily driven by an increase of $16.9 million in employee compensation and related expenses. Sales and marketing expenses decreased for the nine months ended October 31, 2025. Employee compensation and related expenses decreased by $189.4 million due to a decrease of $218.0 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 report
General and administrative expenses increased for the three months ended October 31, 2025 primarily driven by an increase of $11.8 million in charitable donations, partially offset by decrease in employee compensation and related expenses. General and administrative expenses decreased for the nine months ended October 31, 2025. Employee compensation and related expenses decreased by $114.1 million due to a decrease of $116.1 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 report
Loss on debt extinguishment increased for the nine months ended October 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.
Previous report
Our income tax expense increased for the nine months ended October 31, 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 higher tax benefits from stock-based compensation deductions in the UK.
Previous report
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 report
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.
Previous report
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 report
In June 2025, we repaid the outstanding balance of $327.9 million under the Amended Credit Facility and terminated the Amended Credit Agreement.
Previous report
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 report
In October 2025, we completed two immaterial acquisitions for aggregate purchase consideration of $11.0 million and accounted for them as business combinations. An aggregate of $9.9 million was paid in cash on the respective acquisition dates.
Previous report
For the nine months ended October 31, 2024, net cash provided by financing activities of $396.1 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, $11.1 million in proceeds from issuance of common stock under employee stock purchase plan, and $6.6 million from the exercise of stock options, partially offset by $432.5 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 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 October 31, 2025, we had $336.3 million remaining on this commitment.
Previous report
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 report
JOBS Act Accounting Election
Previous report
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.
Reworded paragraphs (47)
Previous wording
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.
Current wording
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, 2026, as filed with the SEC on March 19, 2026 (the “Annual Report”). Some of the information contained in this discussion and analysis 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.
Previous wording
We are on a mission to secure the world’s data.
Current wording
We are on a mission to secure and accelerate the world’s AI transformation.
Previous wording
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.
Current wording
Cyberattacks are inevitable. Prevention and detection are not enough. 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. As enterprises embrace the forthcoming AI transformation, they are grappling with a threat landscape that is now amplified at an AI-scale. We believe that cyber resilience will result in AI resilience and that the future of cybersecurity is data security—if your data is secure, your business is resilient.
Previous wording
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.
Current wording
We built the Rubrik Security Cloud (“RSC”) suite with Zero Trust design principles to secure data across enterprise, cloud, SaaS, unstructured data, and identity providers. RSC delivers a cloud native SaaS platform that detects, analyzes, and remediates data security risks and unauthorized user activities. 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.
Previous wording
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.
Current wording
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 offering. In addition, we began launching new SaaS subscription offerings, Anomaly Detection and Sensitive Data Monitoring. In fiscal 2020, we continued our business evolution to a subscription pricing model by offering CDM 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.
Previous wording
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.
Current wording
In fiscal 2023, to meet customer demands for data security and a single, unified cloud-based control plane, we launched RSC, a suite built on top of our 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.
Previous wording
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.
Current wording
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 offered Subscription Credits to qualifying customers (which are customer options that are accounted for as material rights). 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. Since the end of fiscal 2024, RSC has represented a majority of our total revenue.
Previous wording
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.
Current wording
We recognize revenue from the sales of our RSC suite (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.
Previous wording
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.
Current wording
New and existing customers have largely adopted RSC. We have largely migrated our existing customers from our legacy CDM capabilities to RSC. During this migration, certain existing customers consumed our platform and products through a mix of RSC and a transitional CDM license (“RCDM-T”), during which time we recognized a portion of the associated revenue from these customers upfront at the time we transferred control of the license to the customer, and we have largely completed this transition in fiscal 2026. In addition, we expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits through fiscal 2027, although we expect the benefits to significantly decline sequentially.
Previous wording
Subscription ARR is calculated 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 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.
Current wording
Subscription ARR is calculated 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 suite and related data security SaaS solutions, term-based licenses for our RSC-Private suite 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. We believe Subscription ARR illustrates our success in acquiring new subscription customers and maintaining and expanding our relationships with existing subscription customers.
Previous wording
Subscription ARR does not include any maintenance revenue associated with perpetual licenses, which we generally no longer offer. Of the 34% and 38% growth, approximately 1.2 percentage points and 2.0 percentage points of growth for the twelve months ended
Current wording
Subscription ARR does not include any maintenance revenue associated with perpetual licenses, which we generally no longer offer. Of the 32% and 38% growth, approximately 0.4 percentage points and 2 percentage points of growth for the three months ended April 30, 2026 and 2025, respectively, were a result of transitioning our existing maintenance customers to our subscription editions. Contributions to growth from these transitions were largely completed in fiscal 2026.
Previous wording
Cloud ARR is calculated 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 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.
Current wording
Cloud ARR is calculated 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. 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.
Previous wording
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.
Current wording
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.
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, prepayments of other spend, including hosting prepayments, and charitable donations. 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.
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, prepayments of other spend, including hosting prepayments, and charitable donations. 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 $167.8 million and $(53.6) million for the nine months ended October 31, 2025 and 2024, respectively. Free cash flow for the nine months ended October 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.
Current wording
Free cash flow was $73.6 million and $33.3 million for the three months ended April 30, 2026 and 2025, respectively. 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 provided by (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 operating activities for the periods presented:
Previous wording
Subscription ARR Contribution Margin was 10% and (3)% for the 12 months ended October 31, 2025 and 2024, respectively. For the 12 months ended October 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.
Current wording
Subscription ARR Contribution Margin was 13% and 8% for the 12 months ended April 30, 2026 and 2025, respectively. The increase in Subscription ARR Contribution Margin was primarily driven by the strong year-over-year Subscription ARR growth outpacing the 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
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.
Current wording
While we have largely completed both the sales of Rubrik-branded Appliances transitioning from us to our contract manufacturers in fiscal 2025 and the transition for new and existing customers to sales of RSC in fiscal 2026, we expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits (which are customer options that are accounted for as material rights) through fiscal 2027, although we expect the benefits to significantly decline sequentially. These business transitions cause fluctuations to our total revenue growth and limit the comparability of our revenue with past performance. We primarily measure our business on the basis of Subscription ARR, as we believe it best reflects our actual growth and our growth prospects.
Previous wording
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, 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.
Current wording
SaaS includes SaaS subscription offerings 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 suite 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, unified data security solution. Our RSC subscription capabilities are primarily sold as editions which bundle multiple products and include the Foundation Edition, Business Edition, and Enterprise Edition. Subscription revenue related to SaaS is recognized ratably over the subscription period.
Previous wording
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.
Current wording
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.
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. 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 decline for the remainder of fiscal 2026. Moreover, we expect these benefits will further decline in fiscal 2027. 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
Our subscription revenue will fluctuate when qualified customers choose to exercise or forfeit their customer options that are accounted for as material rights. We have experienced revenue growth benefits from the non-recurring revenue associated with material rights; however, we expect these benefits to decline over the course of fiscal 2027. The combination of both of these factors may continue to limit and cause fluctuations in our subscription revenue growth during fiscal 2027, depending in part on the timing of our existing customers’ transition to RSC and exercises or forfeitures of Subscription Credits (which are customer options that are accounted for as material rights).
Previous wording
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.
Current wording
Other revenue includes fees earned from sales of professional services, software updates on a when-and-if-available basis, telephone and integrated web-based support, Rubrik-branded Appliance maintenance relating to our perpetual licenses, and Rubrik-branded Appliances. Revenue for Rubrik-branded Appliances is recognized when shipped to the customer. When we sell our software license with our Rubrik-branded Appliances, revenue for both the Rubrik-branded Appliances and software licenses are recognized at the same time. Revenue related to professional services is typically recognized as the services are performed. 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.
Previous wording
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.
Current wording
Cost of other revenue includes the cost of professional services, employee compensation and related expenses associated with customer support from our perpetual licenses, and the cost of Rubrik-branded Appliances. We expect cost of other revenue as a percentage of total cost of revenue to decrease as the transition of sales of Rubrik-branded Appliances from us to our contract manufacturers 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.
Previous wording
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.
Current wording
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 suite.
Previous wording
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.
Current wording
We expect other gross margin to decrease as a percentage of total revenue, which we expect will result in a decrease in cost of other revenue. We expect sales of Rubrik-branded Appliances to decrease as the transition of sales of Rubrik-branded Appliances from us to
Previous wording
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.
Current wording
Income tax expense consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, as well as 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.
Previous wording
Comparison of the Three and Nine Months Ended October 31, 2025 and 2024
Current wording
Comparison of the Three Months Ended April 30, 2026 and 2025
Previous wording
Growth in subscription revenue for the three and nine months ended October 31, 2025 was driven by growth in Subscription ARR and some benefits as customers exercised or forfeited their Subscription Credits. For the three months ended October 31, 2025, non-recurring revenue related to material rights accounted for approximately $24.6 million in non-recurring revenue. We expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits for the remainder of fiscal 2026, although we expect a sequential decrease in the amount of revenue attributable to material rights. We believe these benefits will decline for the remainder of fiscal 2026. Moreover, we expect these benefits will further decline in fiscal 2027.
Current wording
Growth in subscription revenue for the three months ended April 30, 2026 was driven by growth in Subscription ARR and some benefits as customers exercised or forfeited their Subscription Credits. For the three months ended April 30, 2026, non-recurring revenue related to material rights associated with Subscription Credits accounted for approximately$8.5 million of subscription revenue. We expect our subscription revenue to continue to benefit from customers exercising or forfeiting their Subscription Credits through fiscal 2027, although we expect the benefits to significantly decline sequentially.
Previous wording
Our Subscription ARR grew from $1.00 billion as of October 31, 2024 to $1.35 billion as of October 31, 2025, representing a 34% increase. Of the increase in Subscription ARR, approximately 1.2 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 October 31, 2025. We had 2,638 customers with $100,000 or more in Subscription ARR as of October 31, 2025, increasing from 2,085 as of October 31, 2024.
Current wording
Our Subscription ARR grew from $1.18 billion as of April 30, 2025 to $1.57 billion as of April 30, 2026, representing a 32% increase. Of the increase in Subscription ARR, approximately 0.4 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 approximately 120% as of April 30, 2026. We had 2,946 customers with $100,000 or more in Subscription ARR as of April 30, 2026, increasing from 2,381 as of April 30, 2025.
Previous wording
Maintenance revenue associated with sales of perpetual licenses of our legacy CDM product decreased for the three and nine months ended October 31, 2025. Maintenance revenue represented less than 1% and 2% of total revenue for the three months ended October 31, 2025 and 2024, respectively, and 1% and 2% of total revenue for nine months ended October 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.
Current wording
Other revenue, which consists primarily of sales of perpetual licenses of our legacy CDM product, Rubrik-branded Appliances and professional services, was relatively flat for the three months ended April 30, 2026. Other revenue represented 3% and 5% of total revenue for the three months ended April 30, 2026 and 2025, respectively. The transition of existing maintenance customers adopting RSC subscription offerings was largely completed in fiscal 2026. We expect our other revenue as a percentage of total revenue to continue to decrease.
Previous wording
Cost of subscription revenue increased for the three months ended October 31, 2025 primarily driven by an increase of $8.2 million in hosting cost and an increase of $2.3 million from growth in our customer support organization. Cost of subscription revenue increased for the nine months ended October 31, 2025 primarily driven by an increase of $21.5 million in hosting costs due to the launch and adoption of more SaaS products by our customers, an increase of $8.8 million from growth in our customer support organization, an increase of $3.0 million in amortization of capitalized internal-use software, and an increase of $1.8 million of amortization of acquired technology, partially offset by $33.0 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 subscription revenue increased for the three months ended April 30, 2026 primarily driven by an increase of $8.5 million in hosting costs due to the launch and adoption of more SaaS offerings by our customers, an increase of $2.7 million from growth in our customer support organization, an increase of $1.8 million of amortization of acquired technology and an increase of $1.5 million of amortization of capitalized internal-use software.
Previous wording
Interest income increased for the three and nine months ended October 31, 2025 due to higher cash, cash equivalents, and investment balances.
Current wording
Interest income increased for the three months ended April 30, 2026 due to higher cash, cash equivalents, and investment balances.
Previous wording
Interest expense decreased for the three and nine months ended October 31, 2025 as our 2023 Amended Credit Facility was fully repaid in June 2025.
Current wording
Interest expense decreased for the three months ended April 30, 2026 as our 2023 Amended Credit Facility with Goldman Sachs BDC, Inc. and the other lenders party thereto was fully repaid in June 2025.
Previous wording
Our income tax expense increased for the three months ended October 31, 2025 due to an increase in our foreign earnings, partially offset by higher tax benefits from stock-based compensation deductions in the UK.
Current wording
Our income tax expense increased for the three months ended April 30, 2026 due to increased profits in our foreign subsidiaries.
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 October 31, 2025, we had cash, cash equivalents, and short-term investments of $1.60 billion. 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 $3.10 billion as of October 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.
Current wording
As of April 30, 2026, we had cash, cash equivalents, and short-term investments of $1.75 billion. 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 $3.23 billion as of April 30, 2026. We expect to continue to incur operating losses, and our operating cash flows may fluctuate between positive and negative amounts for the foreseeable future. As a result, we may require additional capital resources to execute strategic initiatives to grow our business.
Previous wording
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.
Current wording
We believe that our existing cash, cash equivalents and short-term investments will be sufficient to fund our operating and capital needs for at least the next 12 months.
Previous wording
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 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.
Current wording
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 short-term investment balances, 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.
Previous wording
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 October 31, 2025.
Current wording
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 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 April 30, 2026.
Previous wording
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 wording
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 repaid the outstanding balance of $327.9 million under our prior 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.
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 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.
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 prepayments of other spend, including hosting prepayments. Our cash flow from operating activities may fluctuate due to the timing of cash payments received from our customers and payments relative to expenses.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
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
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
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, monthly or consumption basis based on products purchased due to the growth in our SaaS and Cloud 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.
Current report — wording carried from elsewhere
other assets. The cash inflow was partially offset by a $80.4 million decrease in accrued expenses and other liabilities, and a $26.6 million increase in deferred commissions.
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
October 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 continue to subside in fiscal 2026.