Rubrik, Inc.RBRK
Rubrik, Inc. Debt Disclosure
Note 8 – Debt
Term Loan
In June 2022, the Company entered into a credit agreement with a consortium of lenders for a total $195.0 million revolving credit facility (the “Prior Credit Facility”) consisting of a $175.0 million term loan and $20.0 million in committed delayed-draw term loans with a maturity date of June 10, 2027.
In August 2023, the Company executed an amended and restated credit agreement with a consortium of lenders for a total $330.0 million revolving credit facility (the “Amended Credit Facility”) consisting of a $289.5 million term loan (the “Amended Term Loan”) and $40.5 million in committed delayed draw term loan (the “Amended Delayed Draw Term Loan”) with a maturity date of August 17, 2028. The Amended Credit Facility replaced the Prior Credit Facility. Immediately prior to the closing date of the Amended Credit Facility, the Company had an outstanding balance under the Prior Credit Facility of $193.6 million which consisted of $189.5 million of the Prior Loans and $4.1 million of unpaid interest under the Prior Credit Facility. The Company borrowed the full $289.5 million Amended Term Loan and used a portion to replace and refinance the full $189.5 million of the Prior Loans. The Company borrowed $4.1 million under the Amended Delayed Draw Term Loan to fund the unpaid interest under the Prior Credit Facility. The Company incurred $3.5 million debt discount costs in relation to the Amended Credit Facility.
Under the Amended Delayed Draw Term Loan, the Company borrowed zero, $34.3 million and $4.1 million for the fiscal years ended January 31, 2026 , 2025 and 2024, respectively.
In June 2025, the Company repaid in full the outstanding balance of $327.9 million under the Amended Credit Facility, which consisted of $289.5 million under the Amended Term Loan and $38.4 million under the Amended Delayed Draw Term Loan, and terminated the Amended Credit Agreement. In conjunction with the repayment, the Company incurred a loss on early extinguishment of debt of $6.7 million related to the write-off of unamortized debt discount and issuance costs and prepayment premium, which was recorded as a loss on debt extinguishment in the consolidated statements of operations for the fiscal year ended January 31, 2026.
Convertible Notes
In June 2025, the Company completed a private offering to qualified institutional buyers of $1.15 billion aggregate principal amount of 0.00% convertible senior notes due 2030, including the exercise in full of the initial purchasers’ option to purchase up to an additional $150.0 million principal amount of the Convertible Notes. The Company’s net proceeds from the Convertible Notes were approximately $1.13 billion, after deducting the initial purchasers’ discounts and debt issuance costs. The Convertible Notes were issued pursuant to an indenture, dated June 13, 2025 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Convertible Notes are general unsecured obligations of the Company and will mature on June 15, 2030, unless earlier converted, redeemed or repurchased. The Convertible Notes do not bear regular interest, and the principal amount of the Convertible Notes will not accrete. Special interest, if any, is payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025 (if and to the extent that special interest is then payable on the Convertible Notes).
The Convertible Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 15, 2030, only upon satisfaction of certain conditions as described in the Indenture. On or after March 15, 2030, the Convertible Notes are convertible at any time at the election of holders until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate for the Convertible Notes will initially be 8.0155 shares of Class A common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to an initial conversion price of approximately $124.76 per share of the Company’s Class A common stock. The conversion rate for the Convertible Notes is subject to adjustment under certain circumstances, such as upon the occurrence of a make-whole fundamental change as defined in the Indenture, where the maximum conversion rate will not exceed 11.4220 shares of Class A common stock per $1,000 principal amount of the Convertible Notes, subject to adjustment in the same manner as the conversion rate. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.
The Company may redeem for cash all or any portion of the Convertible Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, on or after June 20, 2028, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price for the Convertible Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.
If the Company undergoes a fundamental change (as defined in the Indenture), then, subject to certain conditions and except as set forth in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
As of January 31, 2026, the conditions allowing holders of the Convertible Notes to convert have not been met.
The net carrying amount of the Convertible Notes was as follows (in thousands):
| January 31, 2026 | |||||
| Principal | $ | 1,150,000 | |||
| Unamortized debt discount and issuance costs | (19,279) | ||||
| Net carrying amount | $ | 1,130,721 | |||
For the fiscal year ended January 31, 2026, amortization of debt discount and issuance costs was $2.7 million. The debt discount and issuance costs are being amortized into interest expense on the consolidated statements of operations over the term of the Convertible Notes at an effective interest rate of 0.19%.
Capped Calls
In connection with the pricing of the Convertible Notes and the exercise in full by the initial purchasers of their option to purchase additional Convertible Notes, the Company entered into capped call transactions (the “Capped Calls”) with certain affiliates of certain initial purchasers of the Convertible Notes and other financial institutions. The Capped Calls each have an initial strike price of approximately $124.76 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes. The Capped Calls associated with the Convertible Notes cover, subject to anti-dilution adjustments, approximately 9.2 million shares of the Company’s Class A common stock. The Capped Calls are generally expected to reduce the potential dilution to the Company’s Class A common stock upon any conversion of the Convertible Notes and/or offset any cash payments the Company is 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, subject to certain adjustments. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Convertible Notes, and are recorded in stockholders’ deficit and are not accounted for as derivatives. The cost of $88.6 million incurred to purchase the Capped Calls was recorded as a reduction to additional paid-in capital, and will not be remeasured as long as they continue to meet the condition for equity classification.
The Convertible Notes and the Capped Calls have been integrated for tax purposes. The impact of this tax treatment results in the Capped Calls being deductible with the cost of the Capped Calls qualifying as original issue discount for tax purposes over the term of the Convertible Notes.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2026 | Mar 19, 2026 | Showing above |
| 2025 | Mar 20, 2025 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.