01—Abstract
Summary
Summary of the 8-K filed June 27, 2025. Cited figures are marked; the original filing is the authoritative source.
Rubrk, Inc. (RBRK) reported in this Form 8-K, filed June 27, 2025, that on June 24, 2025 it agreed to acquire Predibase, Inc., which will become a wholly owned subsidiary upon closing.
Predibase securityholders may elect cash or Class A common stock. Holders of approximately 77%a of the consideration have already elected stock, equal to 1,371,810 shares, and between approximately 77% and 90% of the consideration will ultimately be paid in Class A shares. The Company expects to issue up to an additional 230,575 shares at closing, subject to customary adjustments.
Portions of both cash and stock consideration will be held back to secure indemnification obligations of certain Predibase securityholders. The share issuances are being made only to accredited investors under Securities Act exemptions. The filing also reports results of the June 25, 2025 Annual Meeting of Stockholders.
Stockholders re-elected John W. Thompson and Yvonne Wassenaar as Class I directors, each to serve until the 2028 annual meeting, and ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026. Thompson received 1,401,417,337 votes for and 36,659,730 withheld; Wassenaar received 1,409,618,139 for and 28,458,928 withheld.
KPMG's ratification received 1,474,729,686 votes for, 1,298,407 against and 80,560 abstentions. The filing states that the acquisition involves risks and uncertainties related to its consummation, and it refers investors to the Risk Factors in the Company's most recent filings, including its Form 10-Q for the quarter ended April 30, 2025.
02—Key points
Key Highlights
- Rubrik agreed on June 24, 2025 to acquire Predibase, Inc., which will become a wholly owned subsidiary.
- About 77% of Predibase consideration was elected in stock, equal to 1,371,810 Class A shares.
- Between approximately 77% and 90% of the acquisition consideration will be payable in Class A common stock.
- Up to an additional 230,575 Class A shares are expected to be issued at closing, subject to customary adjustments.
- Portions of cash and stock consideration are held back to secure indemnification obligations of certain Predibase securityholders.
- At the June 25, 2025 Annual Meeting, John W. Thompson and Yvonne Wassenaar were elected Class I directors with terms ending at the 2028 annual meeting.
- Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending January 31, 2026, with 1,474,729,686 votes for.
03—Questions
Frequently Asked Questions
What is the Predibase acquisition and how will it be paid for?
Rubrik agreed on June 24, 2025 to acquire Predibase, Inc., which will become a wholly owned subsidiary. Securityholders may choose cash or Class A common stock. Between approximately 77% and 90% of the consideration will be paid in stock, and portions of both forms are held back to secure indemnification obligations.
How many new shares will Rubrik issue for Predibase?
Securityholders representing about 77% of the consideration elected stock, equal to 1,371,810 shares at signing. The Company expects to issue up to an additional 230,575 Class A shares at closing, subject to customary adjustments.
Were these shares sold in a registered offering?
No. The filing states that the shares will be issued solely to accredited investors, relying on exemptions from Securities Act registration, including Section 4(a)(2), Regulation D and Regulation S, and an exemption from state qualification.
What did stockholders decide at the 2025 Annual Meeting?
Stockholders re-elected John W. Thompson and Yvonne Wassenaar as Class I directors, each to serve until the 2028 annual meeting, and ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending January 31, 2026.
What risks does the filing identify for the acquisition?
The filing cites risks and uncertainties related to the acquisition and its consummation. It directs investors to the Risk Factors section and other filings, including the Form 10-Q for the quarter ended April 30, 2025, for additional risks.
04—Continue