What did Rubrik sell and how much did it raise?

Rubrik completed a private offering of $1.15 billion aggregate principal amount of 0.00% Convertible Senior Notes due June 15, 2030, including the exercise in full of the initial purchasers' option for an additional $150.0 million. Net proceeds were approximately $1.13 billion.

At what price would the notes convert into common stock?

The initial conversion rate is 8.0155 shares of Class A common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $124.76 per share. The filing states this is a premium of approximately 42.5% to the June 10, 2025 closing price.

What is the purpose of the capped call transactions?

The capped call transactions are generally expected to reduce potential dilution to Class A common stock upon conversion of the notes and/or offset cash payments in excess of converted principal, subject to a cap price initially equal to $175.10 per share. The cost was approximately $88.6 million.

How will Rubrik use the proceeds?

The company used a portion of the net proceeds to pay for the capped call transactions and to repay in full the $327.9 million outstanding under its credit agreement with Goldman Sachs BDC, Inc., as agent, which was terminated effective June 13, 2025. The remaining proceeds are expected for general corporate purposes, which may include acquisitions or strategic investments, working capital, operating expenses and capital expenditures.

When can Rubrik redeem the notes, and when can holders convert them?

Rubrik may not redeem the notes before June 20, 2028. On or after that date, it may redeem for cash if the stock has traded at least 130% of the conversion price for 20 trading days within a 30-trading-day period. Holders may convert at any time on or after March 15, 2030, and earlier only upon specified conditions.

RBRK 8-K: Material Agreements, Financial Events & More

01—Abstract

Summary

Summary of the 8-K filed June 13, 2025. Cited figures are marked; the original filing is the authoritative source.

Rubrik, Inc. (NYSE: RBRK) completed its private offering of $1.15 billion^a aggregate principal amount of 0.00% Convertible Senior Notes due June 15, 2030 on June 13, 2025, including the full exercise of the initial purchasers' $150.0 million option.

The notes are general unsecured obligations, carry no regular interest, and have an initial conversion rate of 8.0155 shares of Class A common stock per $1,000^b principal (about $124.76 per share, a premium of approximately 42.5% to the June 10, 2025 closing price). The company may settle conversions in cash, shares, or a combination, and may not redeem the notes before June 20, 2028. The company entered into capped call transactions with a cap price initially equal to $175.10 per share, a premium of 100% over the $87.55 last reported sale price on June 10, 2025, to reduce potential dilution from conversions.

The filing states the capped call cost approximately $88.6 million^c. Net proceeds were approximately $1.13 billion, of which the company used a portion to repay in full the $327.9 million outstanding under its credit agreement with Goldman Sachs BDC, Inc. as agent, terminating that agreement effective June 13, 2025, and used the remainder for general corporate purposes, including possible acquisitions or strategic investments.

The filing states that a maximum of 13,135,300 shares of Class A common stock may be issued upon conversion, based on the initial maximum conversion rate of 11.4220 shares per $1,000^d principal. The notes were sold in a private placement under Section 4(a)(2) and Rule 144A, and have not been registered under the Securities Act.

02—Key points

Key Highlights

Completed $1.15 billion of 0.00% Convertible Senior Notes due 2030 on June 13, 2025, including the full $150.0 million over-allotment option.
Initial conversion price of approximately $124.76 per share, a premium of approximately 42.5% to the June 10, 2025 closing price.
Capped call transactions with a cap price of $175.10 per share (100% premium over the $87.55 closing price), costing approximately $88.6 million.
Net proceeds of approximately $1.13 billion, used in part to repay in full $327.9 million of loans and terminate the credit agreement with Goldman Sachs BDC, Inc., as agent.
Notes cannot be redeemed by the company before June 20, 2028; thereafter redemption is permitted if the stock trades at least 130% of the conversion price over a specified period.
Maximum of 13,135,300 shares of Class A common stock may be issued upon conversion, based on the maximum conversion rate of 11.4220 shares per $1,000 principal.
Conversion settlement may be made in cash, shares, or a combination, at the company's election.

03—Questions

Frequently Asked Questions

What did Rubrik sell and how much did it raise?
Rubrik completed a private offering of $1.15 billion aggregate principal amount of 0.00% Convertible Senior Notes due June 15, 2030, including the exercise in full of the initial purchasers' option for an additional $150.0 million. Net proceeds were approximately $1.13 billion.
At what price would the notes convert into common stock?
The initial conversion rate is 8.0155 shares of Class A common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $124.76 per share. The filing states this is a premium of approximately 42.5% to the June 10, 2025 closing price.
What is the purpose of the capped call transactions?
The capped call transactions are generally expected to reduce potential dilution to Class A common stock upon conversion of the notes and/or offset cash payments in excess of converted principal, subject to a cap price initially equal to $175.10 per share. The cost was approximately $88.6 million.
How will Rubrik use the proceeds?
The company used a portion of the net proceeds to pay for the capped call transactions and to repay in full the $327.9 million outstanding under its credit agreement with Goldman Sachs BDC, Inc., as agent, which was terminated effective June 13, 2025. The remaining proceeds are expected for general corporate purposes, which may include acquisitions or strategic investments, working capital, operating expenses and capital expenditures.
When can Rubrik redeem the notes, and when can holders convert them?
Rubrik may not redeem the notes before June 20, 2028. On or after that date, it may redeem for cash if the stock has traded at least 130% of the conversion price for 20 trading days within a 30-trading-day period. Holders may convert at any time on or after March 15, 2030, and earlier only upon specified conditions.

04—Continue

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