10-K: Rubrik Accelerates AI Transformation Amid Strong Subscription Growth
Annual Report
Rubrik, Inc. reports significant revenue and subscription ARR growth for fiscal year 2026, driven by its Zero Trust Data Security platform and new AI offerings, despite ongoing operating losses.
Summary
- Total revenue for fiscal year ended January 31, 2026, increased by 48% to $1.316 billion, up from $886.5 million in fiscal year 2025.
- Subscription revenue grew 53% to $1.264 billion in fiscal year 2026, representing 96% of total revenue.
- Net loss improved significantly to $(348.8) million in fiscal year 2026, compared to $(1.15) billion in fiscal year 2025.
- Subscription Annual Recurring Revenue (ARR) reached $1.462 billion as of January 31, 2026, a 34% increase year-over-year.
- Cloud Annual Recurring Revenue (ARR) grew 48% to $1.293 billion as of January 31, 2026.
- The average subscription dollar-based net retention rate remained strong at over 120% as of January 31, 2026.
- The number of customers with $100,000 or more in Subscription ARR increased by 25% to 2,805.
- Free Cash Flow improved substantially to $237.8 million in fiscal year 2026, up from $21.6 million in fiscal year 2025.
- Rubrik Agent Cloud (RAC), an AI agent operations suite, became commercially available in February 2026, designed to accelerate enterprise AI transformation.
- The company completed a private offering of $1.15 billion in 0.00% convertible senior notes due June 2030 in June 2025, using proceeds to repay its Amended Credit Facility and for general corporate purposes.
- Acquired Predibase, a developer platform specializing in open-source AI models, in July 2025 for $109.1 million to accelerate agentic AI adoption.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this as a strong report, demonstrating significant financial improvements and strategic advancements in key growth areas like AI and cloud security, despite ongoing losses typical for a high-growth company.
Positives
- Strong revenue growth of 48% year-over-year, reaching $1.316 billion.
- Subscription revenue, the primary driver, increased by 53% and now constitutes 96% of total revenue.
- Significant improvement in net loss, reducing from $(1.15) billion to $(348.8) million.
- Robust Subscription ARR growth of 34% to $1.462 billion, indicating strong recurring revenue streams.
- Cloud ARR demonstrated even higher growth at 48%, reaching $1.293 billion, highlighting successful cloud adoption.
- High average subscription dollar-based net retention rate of over 120% signifies strong customer loyalty and expansion.
- The customer base with over $100,000 in Subscription ARR grew by 25% to 2,805, indicating success in attracting and growing larger accounts.
- Free Cash Flow improved dramatically to $237.8 million, reflecting better operational efficiency and capital structure optimization.
- Successful launch of Rubrik Agent Cloud (RAC) in February 2026 positions the company for growth in the AI operations market.
- Strategic acquisition of Predibase enhances AI capabilities and accelerates agentic AI adoption.
- Subscription ARR Contribution Margin increased from 2% to 12%, indicating improved operating leverage.
Negatives
- Continued history of operating losses, with a net loss of $(348.8) million in fiscal year 2026 and an accumulated deficit of $(3.19) billion.
- Expectation of continued operating losses and fluctuating operating cash flows for the foreseeable future.
- Subscription revenue benefits from Subscription Credits are expected to significantly reduce sequentially through fiscal 2027, potentially impacting future growth rates.
- Other revenue, primarily from legacy products and appliances, decreased by 10% and is expected to continue decreasing as a percentage of total revenue.
- Sales cycles can be long and unpredictable, especially for large organizations and government entities, potentially exacerbated by macroeconomic conditions and supply chain constraints.
- Increased costs related to public cloud contracts as platform adoption grows could negatively impact gross margins.
- Significant increase in advertising costs and marketing expenses, up $60.7 million, to promote market presence.
Risks
- Recent rapid growth may not be indicative of future growth, making future prospects difficult to evaluate.
- The market for data security and AI solutions is at an early stage and rapidly evolving, with uncertain potential growth and customer adoption rates.
- Limited operating history, particularly for Rubrik Security Cloud (RSC) and Rubrik Agent Cloud (RAC), makes forecasting future results difficult.
- Inability to attract new customers or retain existing ones could harm future results of operations.
- Solutions may fail, not perform as intended, or be perceived to have defects, errors, or vulnerabilities, harming brand and reputation.
- Information technology systems or data, or those of third parties, have been and may in the future be compromised, leading to significant adverse consequences, including regulatory actions, litigation, and reputational harm.
- Reliance on a limited number of contract manufacturers and original equipment manufacturers for commodity servers makes the company susceptible to supply chain disruptions and component shortages.
- Use of generative and other artificial intelligence tools may pose risks, including to proprietary software and systems, and could subject the company to legal liability (e.g., IP infringement, erroneous output, privacy concerns).
- Reliance on third-party cloud providers (GCP, Azure, AWS) means any disruption or interference could adversely affect business.
- Inability to successfully manage growth efficiently could harm business, financial condition, and results of operations.
- Competitive markets, with established and emerging companies, could harm business if not competed effectively.
- Estimates of market opportunity and growth forecasts may prove inaccurate.
- Customer dissatisfaction if Subscription Credits expire unused.
- Reliance on highly skilled personnel; inability to retain or motivate key personnel or hire qualified personnel could harm business.
- Dependence on the data security platform; failure to satisfy customer demands or achieve market acceptance would harm business.
- Fluctuations in financial results due to various factors, making future results difficult to project.
- Ability to introduce new products and features is dependent on adequate research and development resources and successful acquisitions.
- Dependence on SaaS technologies from third parties; interruptions or performance problems could adversely affect business.
- Inability to maintain successful relationships with Channel Partners and technology alliance partners, or their failure to perform, could limit market reach.
- Failure to effectively expand and train the sales force could harm customer acquisition and sales.
- Long and unpredictable sales cycles, especially for large organizations and government entities.
- Failure to adapt and respond effectively to rapidly changing technology, industry standards, regulations, or customer needs.
- Incorrect or improper implementation or use of solutions could result in customer dissatisfaction.
- Use of third-party open-source components could negatively affect ability to sell solutions or lead to litigation.
- Dependence on the integrity and scalability of systems and infrastructures; interruptions could impair delivery of solutions.
- Reliance on software and data licensed from other parties; defects or loss of access could increase costs and harm solution quality.
- Subject to governmental export and import controls and economic sanctions laws, potentially impairing international competition or leading to liability.
- Subject to anti-corruption, anti-bribery, and similar laws; non-compliance can lead to criminal/civil liability and harm business.
- Downturns or upturns in sales may not be immediately reflected in financial results due to revenue recognition methods.
- Seasonality in revenue and related metrics, with higher sales typically in the fourth fiscal quarter.
- Subscription ARR, Cloud ARR, and other operational data are subject to assumptions and limitations and may not accurately reflect actual performance.
- Risks associated with growth in heavily regulated industry verticals.
- Sales to government entities are subject to challenges and risks, including compliance, certifications (e.g., FedRAMP), and potential investigations (DOJ subpoena).
- Acquisitions, strategic investments, joint ventures, or alliances could be difficult to identify, pose integration challenges, and divert management attention.
- Inability to maintain a high-quality customer support organization could lead to customer dissatisfaction.
- Risks of warranty and product liability claims, including the Ransomware Recovery Warranty up to $10 million.
- Intellectual property rights may not adequately protect the business, and disputes can be costly.
- Risks inherent in international operations (political/economic conditions, localization, regulations, labor laws, currency fluctuations, intellectual property protection, geopolitical conflicts).
- Changes in tax laws or regulations could harm financial condition and results of operations.
- Potential for additional sales or other indirect tax liabilities.
- Ability to use net operating losses (NOLs) to offset future taxable income may be subject to limitations (e.g., Section 382, state suspensions).
- Exposure to additional tax liabilities due to transfer pricing or other tax authority disagreements.
- Incorrect estimates or judgments relating to critical accounting policies could adversely affect results.
- Leverage from convertible senior notes could adversely affect financial condition and ability to raise capital.
- Dual class stock structure concentrates voting control with Class B holders, limiting influence of Class A stockholders and potentially affecting stock price.
- Stock price volatility due to various factors, including financial performance, market speculation, and industry conditions.
- Future sales of Class A common stock in the public market could cause the market price of Class A common stock to decline.
- Capped call transactions may affect the market price of the notes and Class A common stock.
- Counterparty risk with respect to the capped call transactions.
- Issuance of additional capital stock will dilute other stockholders.
- No intention to pay dividends for the foreseeable future.
- Significant costs and management time required for public company compliance.
- Anti-takeover provisions in charter documents and Delaware law could make acquisition more difficult.
- Designation of exclusive forums for certain disputes restricts stockholders' ability to choose judicial forum.
- If securities or industry analysts do not publish research or publish unfavorable research, stock price could decline.
- Future litigation against the company could be costly and time-consuming to defend.
- Business could be disrupted by catastrophic events.
Future Outlook
The company expects continued investment in research and development, sales and marketing, and cloud infrastructure to drive growth in its SaaS solutions and customer base. Subscription revenue is anticipated to continue benefiting from customer options through fiscal 2027, though at a sequentially reduced rate. The Rubrik Agent Cloud (RAC) suite is expected to be a key driver for AI transformation, with the RSC suite remaining the majority revenue driver in fiscal 2027. Operating expenses are projected to increase with business growth but decrease as a percentage of revenue over the long term. The company aims to expand its global footprint and pursue strategic acquisitions to accelerate new data security capabilities.
Management Comments
- We are on a mission to secure and accelerate the worlds AI transformation.
- 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.
- Our business is indexed to business data growth. Our customers need for our solutions grows in lockstep with their business data growth and their need for additional data security capabilities.
- We believe the Rubrik Platform is unique and we are not aware of other companies that take a similar approach to deliver cyber resilience and accelerate enterprise AI transformation.
- 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 reduce sequentially.
Industry Context
StockSavvy.ai notes that Rubrik's strong performance in fiscal 2026, particularly its rapid growth in subscription and cloud ARR, positions it favorably within the expanding cybersecurity and AI solutions market. The company's focus on 'Zero Trust Data Security' and the recent launch of 'Rubrik Agent Cloud' directly address the escalating threat landscape amplified by AI, a critical and growing concern for enterprises. While the cybersecurity industry traditionally focused on prevention, Rubrik's emphasis on data protection and recovery aligns with the evolving understanding that breaches are inevitable, shifting market demand towards cyber resilience. The acquisition of Predibase further strengthens its AI capabilities, a strategic move in a competitive environment where many players are also investing heavily in AI technology.
Comparison to Industry Standards
- Rubrik's average subscription dollar-based net retention rate of over 120% is a strong indicator of customer satisfaction and expansion, often exceeding benchmarks for SaaS companies in the enterprise software sector.
- The 48% year-over-year total revenue growth and 53% subscription revenue growth are competitive within the high-growth cybersecurity and cloud software industries, often outpacing more mature data management and protection vendors like Commvault, Dell EMC, and IBM.
- The significant improvement in Free Cash Flow to $237.8 million demonstrates a positive trend towards financial health and operational efficiency, which is a key metric for investors evaluating growth-stage technology companies.
- The launch of Rubrik Agent Cloud (RAC) positions Rubrik to compete with emerging AI operations platforms, differentiating itself by integrating AI agent management with its established data security framework, a unique approach compared to traditional cybersecurity or pure AI development platforms.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | Yvonne Wassenaar | December 15, 2025 | Adopted a Rule 10b5-1 trading arrangement, indicating a planned sale of shares. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Committee Establishment | Board of directors established a Cybersecurity committee to assist in fulfilling oversight responsibilities for cybersecurity risks related to products, services, IT, and network systems. | NA | Enhances oversight of critical cybersecurity risks, potentially improving risk management and compliance. |
Legal Proceedings
- Received a grand jury subpoena from the Department of Justice (DOJ), U.S. Attorneys Office for the District of Maryland in October 2023, requesting information regarding two specific companies associated with a former sales team employee.
- The former employee was indicted by a federal grand jury in October 2024 and is being prosecuted by the DOJ.
- Internal investigation discovered communications among certain sales team employees, including the former employee, related to potential violations of federal law in connection with government contracts.
- The company is fully cooperating with the DOJ investigation, which is ongoing, and cannot predict the ultimate outcome or full extent of potential consequences, including substantial fines, penalties, reputational harm, or exclusion from future federal government contracting.
Stakeholder Impact
- Shareholders: Potential for dilution from future equity issuances (e.g., upon conversion of notes, equity incentive plans) and stock price volatility. Concentrated voting control with Class B holders limits influence of Class A stockholders.
- Employees: Continued equity-based compensation and growth opportunities, but also potential for increased attrition due to wealth disparities from public market sales and challenges in hiring/retaining talent in competitive markets.
- Customers: Enhanced data security and AI solutions (RSC, RAC) for cyber resilience and AI transformation. Risks include potential solution defects, service interruptions, and impact from supply chain disruptions affecting compatible hardware.
- Creditors: Convertible senior notes holders have rights senior to Class A common stockholders. The company's ability to service debt depends on future performance and cash flow.
- Partners (Channel Partners, Technology Alliance Partners): Continued reliance on partners for sales and distribution, with risks if relationships are not maintained or partners underperform.
Next Steps
- Continue to invest in the development of Rubrik Security Cloud (RSC) and Rubrik Agent Cloud (RAC), building additional products on top of the platform.
- Expand the customer base by driving cyber resilience, identity security, AI transformation, and regulatory compliance.
- Expand within the existing customer base by covering additional data scale and scope, cross-selling identity security, data governance, compliance products, and the RAC suite.
- Make significant investments in research and development and hiring top technical talent to further increase product differentiation, especially in generative AI.
- Continue investing in building out and leveraging the partner ecosystem to broaden distribution, drive platform usage, and increase brand awareness.
- Expand global footprint, particularly in EMEA and Asia-Pacific regions, by investing in research and development, sales and marketing, and customer support.
- Pursue strategic acquisitions of teams, technologies, and products to accelerate time-to-market for new data security capabilities and widen competitive moat.
- Monitor and evaluate the potential impacts of Pillar Two rules on effective tax rates and eligibility for safe harbor rules.
- Address the ongoing DOJ investigation regarding potential violations of federal law in government contracts.
Key Dates
| Date | Description |
|---|---|
| December 2013 | Company incorporated as ScaleData, Inc. |
| October 2014 | Company changed its name to Rubrik, Inc. |
| January 31, 2016 | End of fiscal year when company began offering products and services. |
| December 7, 2018 | Amended and Restated Investors Rights Agreement signed. |
| Fiscal 2019 | Extended data protection to cloud native applications and rebranded Converged Data Management to Cloud Data Management (CDM); began offering Anomaly Detection and Sensitive Data Monitoring SaaS products. |
| Fiscal 2020 | Transitioned CDM to a subscription term-based license model. |
| November 19, 2020 | Original Equipment Manufacturer (OEM) Purchase Agreement with Super Micro Computer, Inc. signed. |
| December 4, 2020 | First Amendment to Sublease with Pivotal Software, Inc. signed. |
| February 1, 2022 | Stopped offering CDM as a perpetual license. |
| May 27, 2022 | Distribution Addendum to the OEM Purchase Agreement with Super Micro Computer, Inc. signed. |
| June 2022 | Entered into a $195.0 million credit facility (Prior Credit Facility). |
| Fiscal 2023 | Launched Rubrik Security Cloud (RSC) suite and began transitioning customers from legacy CDM to RSC. |
| August 2023 | Amended and restated the Prior Credit Facility to $330.0 million (Amended Credit Facility). |
| September 5, 2023 | Confirmatory Offer Letters issued to Bipul Sinha, Kiran Choudary, and Arvind Nithrakashyap. |
| October 2023 | Received a grand jury subpoena from the Department of Justice (DOJ) regarding potential violations of federal law in government contracts. |
| March 2024 | Board of directors adopted 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan. |
| April 2024 | Stockholders approved 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan; 2014 Plan terminated; CEO Performance Award granted upon IPO. |
| April 24, 2024 | Registration statement on Form S-1 declared effective by the SEC; initial offering period for 2024 ESPP began. |
| April 25, 2024 | Class A common stock commenced trading on the New York Stock Exchange. |
| April 26, 2024 | Final Prospectus for the IPO filed with the SEC. |
| April 29, 2024 | Completed Initial Public Offering (IPO), issuing 23,500,000 shares of Class A common stock. |
| May 2024 | Underwriters exercised option to purchase additional 3,472,252 shares of Class A common stock. |
| June 13, 2025 | Indenture for Convertible Senior Notes signed. |
| June 2025 | Completed private offering of $1.15 billion 0.00% convertible senior notes due 2030; repaid and terminated Amended Credit Facility. |
| July 2025 | Acquired Predibase, Inc. for $109.1 million. |
| July 31, 2025 | Aggregate market value of Class A common stock held by non-affiliates was approximately $13.26 billion. |
| December 15, 2025 | Yvonne Wassenaar, director, adopted a Rule 10b5-1 trading arrangement. |
| January 31, 2026 | End of fiscal year 2026. |
| February 2026 | Rubrik Agent Cloud (RAC) became commercially available. |
| February 28, 2026 | Shares outstanding: 157,404,648 Class A and 44,871,492 Class B. |
| March 19, 2026 | Date of this Annual Report on Form 10-K. |
| March 20, 2026 | Initial offering period for 2024 ESPP ends. |
| November 2026 | Original Equipment Manufacturer Agreement with Supermicro expires. |
| Fiscal 2027 | Expected significant reduction in benefits from Subscription Credits. |
| December 15, 2027 | Interim periods for ASU 2024-03 (Income Statement Expense Disaggregation Disclosures) effective. |
| August 17, 2028 | Maturity date of Amended Credit Facility (repaid in June 2025). |
| June 20, 2028 | Earliest date company may redeem Convertible Notes. |
| April 2029 | Extended contract term for hosting service contract. |
| June 15, 2030 | Maturity date of 0.00% Convertible Senior Notes. |
| March 15, 2030 | Date after which Convertible Notes are convertible at any time at holder's election. |
| Fiscal 2031 | Expiration date for operating leases for offices and data centers. |
| February 1, 2034 | End date for automatic increases in shares reserved for 2024 ESPP. |
| April 30, 2034 | Earliest expiration date for issued U.S. patents. |
| Fiscal 2036 | U.S. federal research and development tax credit carryforwards begin to expire. |
| Fiscal 2037 | U.S. federal net operating loss carryforwards begin to expire. |
| January 30, 2045 | Latest expiration date for issued U.S. patents. |
Recommendation
holdRubrik demonstrates strong growth in subscription revenue and ARR, coupled with a significant improvement in free cash flow, indicating positive operational momentum and a successful transition to a SaaS-first model. The strategic focus on AI and data security positions the company well in a critical and expanding market. However, the company continues to incur operating losses and faces ongoing risks related to competitive markets, supply chain dependencies, and a pending DOJ investigation. While the long-term outlook is promising, these factors, combined with the dual-class stock structure, suggest a 'hold' recommendation for seasoned investors, allowing for continued monitoring of profitability trends and resolution of legal and operational risks before a stronger recommendation can be made.
Keywords
Data Security, AI Transformation, Zero Trust Data Security, Rubrik Security Cloud, Rubrik Agent Cloud, Cyber Resilience, SaaS, Cloud Native, Ransomware Recovery, Data Protection, Identity Security, Cyber Recovery, Annual Recurring Revenue, Free Cash Flow, Convertible Notes, Predibase Acquisition, SEC Filing, 10-K, Financial Results
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