What the changes say
- Rubrik reports full-year revenue reaching $1.32 billion for fiscal 2026, up from $886.5 million in fiscal 2025.
- New debt obligations, including convertible notes and capped call transactions, introduce financing, conversion, and counterparty risks.
- The company expanded its product offerings with Rubrik Agent Cloud (RAC) and largely completed its transition to SaaS-based Rubrik Security Cloud (RSC).
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Servicing our debt may require a significant amount of cash. We may not have sufficient cash flow from our business to pay our indebtedness
Servicing our debt may require significant cash flow, and our inability to generate it could lead to default or onerous restructuring.
- NewRisks Related to Our Business
We may not have enough available cash or the ability to raise the funds necessary to pay cash upon conversion of the Notes or to repurchase the Notes upon a fundamental change
We may lack sufficient cash to repurchase notes upon a fundamental change or settle conversions in cash, triggering a default.
- NewRisks Related to Ownership of Our Common Stock
The capped call transactions may affect the market price of the Notes and our Class A common stock
Capped call transactions entered into with option counterparties are expected to reduce potential dilution but are subject to a cap.
- NewRisks Related to Ownership of Our Common Stock
The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral
Default by any option counterparty in our capped call transactions would leave us as an unsecured creditor with potential stock dilution.
Dropped
- DroppedRisks Related to Our Business
Rubrik, Inc. 2025 Form 10-K
- DroppedRisks Related to Our Business
In addition, we operate in a new market for data security solutions, and as such we have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in new and rapidly changing markets, such as the risks and uncertainties described throughout this section
General administration costs and expenses associated with being a public company.
- DroppedRisks Related to Our Business
The terms of the financing documents governing our term loan and credit facilities restrict our current and future operations, particularly our ability to respond to changes or to take certain actions
- DroppedRisks Related to Ownership of Our Common Stock
We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors
Reworded
- 87% rewrittenRisks Related to Our Business
We have a limited operating history, particularly with respect to our offerings of RSC and RAC, which makes it difficult to forecast our future results of operations
Added the introduction of the RAC suite in fiscal 2026 alongside RSC and noted expected revenue fluctuations from product mix shifts.
Was: We have a limited operating history, particularly with respect to our offering of RSC, which makes it difficult to forecast our future results of operations
- 75% rewrittenRisks Related to Our Business
Our estimates of market opportunity, forecasts of market growth, and potential return on investment may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all
Retained prior year disclosure language regarding market opportunity estimates and the early stage of the data security market.
- 74% rewrittenRisks Related to Our Business
Changes in our revenue mix may cause fluctuations in revenue recognized from period to period, which could make period-to-period revenue comparisons not meaningful and difficult to predict
Updated to reflect that the transition from subscription term-based licenses to SaaS and customer migrations to RSC are substantially complete.
Was: We expect our revenue mix and certain business factors to impact the amount of revenue recognized period to period, which could make period-to-period revenue comparisons not meaningful and difficult to predict
- 55% rewrittenRisks Related to Our Business
We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all
Removed specific credit facility references and added a warning that inadequate funds may prevent investment in future growth opportunities.
- 52% rewrittenRisks Related to Ownership of Our Common Stock
Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise, or the conversion or exercise of certain of our securities will dilute all other stockholders
Added dilution risks specifically arising from the potential conversion of Notes into cash or Class A common stock.
Was: Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders
- 52% rewrittenRisks Related to Our Business
Our recent rapid growth may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects
Updated fiscal 2026 revenue to $1.32 billion (from $886.5 million) and noted the completion of appliance and RSC customer transitions.
- 50% rewrittenRisks Related to Our Business
Our use of generative and other AI tools may pose risks to business and operations, including our proprietary software and systems, and may subject us to legal liability
Expanded AI tool disclosures to include agentic AI and investments in offerings like Rubrik Agent Cloud.
Was: Our use of generative artificial intelligence tools may pose risks to our proprietary software and systems and subject us to legal liability
- 47% rewrittenRisks Related to Our Business
Changes in tax laws or regulations could harm our financial condition and results of operations
Added the One Big Beautiful Bill Act (OBBBA) alongside prior tax legislation as a potential source of tax law changes.
- 46% rewrittenRisks Related to Our Business
If our partners, including our Channel Partners, fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected through reputational harm, as well as other negative consequences, including government investigations and penalties
- 42% rewrittenRisks Related to Our Business
We are subject to governmental export and import controls and economic sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability and reputational harm if we violate the controls
- 42% rewrittenRisks Related to Our Business
We have a history of operating losses and may not achieve or sustain profitability in the future
- 40% rewrittenRisks Related to Our Business
If our solutions fail or do not perform as intended or are perceived to have defects, errors, or vulnerabilities, our brand and reputation will be harmed, which would adversely affect our business and results of operations
Was: If our data security solutions fail or do not perform as intended or are perceived to have defects, errors, or vulnerabilities, our brand and reputation will be harmed, which would adversely affect our business and results of operations
- 39% rewrittenRisks Related to Our Business
If we do not effectively expand and train our sales force, we may be unable to add new customers or retain and increase sales to our existing customers, and our business will be adversely affected
- 39% rewrittenRisks Related to Our Business
We have a limited history with pricing models for our solutions, and we may need to adjust the pricing terms of our data security solutions, which could have an adverse effect on our revenue and results of operations
Was: We have a limited history with pricing models for our data security solutions, and we may need to adjust the pricing terms of our data security solutions, which could have an adverse effect on our revenue and results of operations
- 38% rewrittenRisks Related to Our Business
Incorrect or improper implementation or use of our solutions could result in customer dissatisfaction and harm our business, financial condition, and results of operations
Was: Incorrect or improper implementation or use of our data security solutions could result in customer dissatisfaction and harm our business, financial condition, and results of operations
- 34% rewrittenRisks Related to Our Business
We and our employees have and may continue to be subject to claims alleging violations of our employees’ contractual obligations to their prior employers. These claims may be costly to defend, and if we do not successfully do so, our business could be harmed
- 33% rewrittenRisks Related to Our Business
If our customers do not renew their subscriptions for our platform and products or expand their subscriptions to increase the amount of data secured, secure new applications, or include new features or capabilities, our results of operations could be harmed
Was: If our customers do not renew their subscriptions for our platform and data security products or expand their subscriptions to increase the amount of data secured, secure new applications, or include new features or capabilities, our results of operations could be harmed
- 30% rewrittenRisks Related to Our Business
We are exposed to fluctuations in currency exchange rates, which could negatively affect our results of operations
- 29% rewrittenRisks Related to Our Business
If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected
- 28% rewrittenRisks Related to Ownership of Our Common Stock
We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock
- 28% rewrittenRisks Related to Our Business
We use third-party open-source components in our solutions, which could negatively affect our ability to sell our solutions or subject us to litigation or other actions
Was: We use third-party open-source software in our data security solutions, which could negatively affect our ability to sell our data security solutions or subject us to litigation or other actions
- 27% rewrittenRisks Related to Our Business
Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense
- 26% rewrittenRisks Related to Our Business
If we fail to adapt and respond effectively to rapidly changing technology, including technologies related to AI, evolving industry standards, changing regulations, or to changing customer needs, requirements, or preferences, our solutions may become less competitive
Was: If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, or to changing customer needs, requirements, or preferences, our data security solutions may become less competitive
- 26% rewrittenRisks Related to Our Business
Unfavorable conditions in our industry or the global economy, including those caused by the ongoing conflicts around the world, or reductions in technology spending, could limit our ability to grow our business and negatively affect our results of operations
- 26% rewrittenRisks Related to Our Business
If we are unable to attract new customers, our future results of operations could be harmed
- 25% rewrittenRisks Related to Ownership of Our Common Stock
We incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices
- 24% rewrittenRisks Related to Our Business
If we fail to enhance our brand cost-effectively, our ability to expand our customer base will be impaired and our business, financial condition, and results of operations may be adversely affected
- 23% rewrittenRisks Related to Our Business
Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations
- 22% rewrittenRisks Related to Our Business
If customers have not utilized their Subscription Credits before they expire, this could result in customer dissatisfaction and our future results of operations could be harmed
- 22% rewrittenRisks Related to Our Business
We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations
All 66 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our recent rapid growth may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects52% rewritten
- 02If the market for data security and AI solutions does not grow, our ability to grow our business and our results of operations may be adversely affected
- 03We have a limited operating history, particularly with respect to our offerings of RSC and RAC, which makes it difficult to forecast our future results of operations87% rewritten
- 04If we are unable to attract new customers, our future results of operations could be harmed26% rewritten
- 05We have a history of operating losses and may not achieve or sustain profitability in the future42% rewritten
- 06If our customers do not renew their subscriptions for our platform and products or expand their subscriptions to increase the amount of data secured, secure new applications, or include new features or capabilities, our results of operations could be harmed33% rewritten
- 07If our solutions fail or do not perform as intended or are perceived to have defects, errors, or vulnerabilities, our brand and reputation will be harmed, which would adversely affect our business and results of operations40% rewritten
- 08Our use of generative and other AI tools may pose risks to business and operations, including our proprietary software and systems, and may subject us to legal liability50% rewritten
- 09Changes in our revenue mix may cause fluctuations in revenue recognized from period to period, which could make period-to-period revenue comparisons not meaningful and difficult to predict74% rewritten
- 10We rely upon third-party cloud providers to host our solutions, and any disruption of, or interference with, our use of third-party cloud products would adversely affect our business, financial condition, and results of operations
- 11We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition, and results of operations could be harmed
- 12The markets in which we participate are competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed
- 13Our estimates of market opportunity, forecasts of market growth, and potential return on investment may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all75% rewritten
- 14If customers have not utilized their Subscription Credits before they expire, this could result in customer dissatisfaction and our future results of operations could be harmed22% rewritten
- 15We rely on the performance of highly skilled personnel, including senior management and engineering, services, sales, and technology professionals. If we are unable to retain or motivate key personnel or hire, retain, and motivate qualified personnel, our business will be harmed
- 16We derive substantially all of our revenue from our platform, and we have directed, and intend to continue to direct, a significant portion of our financial and operating resources to developing more features and functionality for our platform
- 17We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price and the value of your investment could decline
- 18We depend and rely on SaaS technologies from third parties to operate our business, and interruptions or performance problems with these technologies may adversely affect our business and results of operations
- 19If we do not effectively expand and train our sales force, we may be unable to add new customers or retain and increase sales to our existing customers, and our business will be adversely affected39% rewritten
- 20Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense27% rewritten
- 21If we fail to adapt and respond effectively to rapidly changing technology, including technologies related to AI, evolving industry standards, changing regulations, or to changing customer needs, requirements, or preferences, our solutions may become less competitive26% rewritten
- 22Incorrect or improper implementation or use of our solutions could result in customer dissatisfaction and harm our business, financial condition, and results of operations38% rewritten
- 23We use third-party open-source components in our solutions, which could negatively affect our ability to sell our solutions or subject us to litigation or other actions28% rewritten
- 24We rely on software and data licensed from other parties. Defects in or the loss of software or access to data from third parties could increase our costs and harm the quality of our solutions
- 25We are subject to governmental export and import controls and economic sanctions laws and regulations that could impair our ability to compete in international markets or subject us to liability and reputational harm if we violate the controls42% rewritten
- 26If our partners, including our Channel Partners, fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected through reputational harm, as well as other negative consequences, including government investigations and penalties46% rewritten
- 27We are subject to anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations22% rewritten
- 28Downturns or upturns in our sales may not be immediately reflected in our financial condition and results of operations
- 29Seasonality may cause fluctuations in our revenue and related metrics
- 30We will face risks associated with the growth of our business with certain heavily regulated industry verticals
- 31Sales to government entities are subject to a number of challenges and risks
- 32Acquisitions, strategic investments, joint ventures, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business and culture, dilute stockholder value, and adversely affect our business, financial condition, and results of operations
- 33Any inability to maintain a high-quality customer support organization could lead to a lack of customer satisfaction, which could hurt our customer relationships and have an adverse effect on our business, financial condition, and results of operations
- 34Failure to effectively develop and expand our sales and marketing capabilities or improve the productivity of our sales and marketing organization could harm our ability to expand our potential customer and sales pipeline, increase our customer base, and achieve broader market acceptance of our solutions
- 35If we fail to enhance our brand cost-effectively, our ability to expand our customer base will be impaired and our business, financial condition, and results of operations may be adversely affected24% rewritten
- 36We have a limited history with pricing models for our solutions, and we may need to adjust the pricing terms of our data security solutions, which could have an adverse effect on our revenue and results of operations39% rewritten
- 37We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all55% rewritten
- 38Servicing our debt may require a significant amount of cash. We may not have sufficient cash flow from our business to pay our indebtednessNew
- 39We may not have enough available cash or the ability to raise the funds necessary to pay cash upon conversion of the Notes or to repurchase the Notes upon a fundamental changeNew
- 40We are exposed to fluctuations in currency exchange rates, which could negatively affect our results of operations30% rewritten
- 41Unfavorable conditions in our industry or the global economy, including those caused by the ongoing conflicts around the world, or reductions in technology spending, could limit our ability to grow our business and negatively affect our results of operations26% rewritten
- 42We typically provide service-level commitments under our customer agreements. If we fail to meet these commitments, we could face customer terminations, a reduction in renewals, and damage to our reputation, which would lower our revenue and harm our business, financial condition, and results of operations
- 43Sales to enterprise customers involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations
- 44Our intellectual property rights may not adequately protect our business
- 45If we are not successful in expanding our operations and customer base internationally, our business and results of operations could be negatively affected
- 46We may become subject to intellectual property disputes, which can be costly and may subject us to significant liability and increased costs of doing business
- 47We and our employees have and may continue to be subject to claims alleging violations of our employees’ contractual obligations to their prior employers. These claims may be costly to defend, and if we do not successfully do so, our business could be harmed34% rewritten
- 48Our company values have contributed to our success. If we cannot maintain these values as we grow, we could lose certain benefits we derive from them, and our employee turnover could increase, which could harm our business
- 49We are subject to risks inherent in international operations that can harm our business, financial condition, and results of operations
- 50Changes in tax laws or regulations could harm our financial condition and results of operations47% rewritten
- 51We could be required to collect additional sales or other indirect taxes or be subject to other tax liabilities in various jurisdictions that may adversely affect our results of operations
- 52Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations23% rewritten
- 53We may be subject to additional tax liabilities, which could adversely affect our results of operations
- 54If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected29% rewritten
Risks Related to Ownership of Our Common Stock
- 55Future transfers by holders of shares of Class B common stock will generally result in those shares converting to shares of Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term
- 56Our stock price may be volatile, and the value of our Class A common stock may decline
- 57Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline
- 58The capped call transactions may affect the market price of the Notes and our Class A common stockNew
- 59The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the capped call transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateralNew
- 60Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise, or the conversion or exercise of certain of our securities will dilute all other stockholders52% rewritten
- 61We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock28% rewritten
- 62We incur significant costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices25% rewritten
- 63Anti-takeover provisions in our charter documents, the Indenture, and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our Class A common stock
- 64If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Class A common stock could decline
- 65Any future litigation against us could be costly and time-consuming to defend
- 66Our business could be disrupted by catastrophic events
Other Rubrik 10-Ks
- FY2025 10-K risk factors66 risks
Rubrik faces substantial net losses, reaching $(1,154.8) million for fiscal 2025.
Filed Mar 20, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.