Rubrik Announces Pricing of Convertible Senior Notes: Rubrik, Inc. (NYSE: RBRK) today revealed the pricing of its $1.0 billion aggregate principal amount of 0.00 % Convertible Senior Notes due 2030 (the Notes). The transaction is a Rule 144A private placement to qualified institutional buyers pursuant to the Securities Act.

Offering Highlights and Strategic Use of Funds

Rubrik granted initial purchasers a 13‑day option to acquire an additional $150 million principal amount of Notes. The offering is expected to close on June 13, 2025, subject to customary conditions.

Structure of the Notes

• Interest: The Notes carry 0.00 % interest and do not accrete.
• Maturity: June 15, 2030, unless converted, redeemed, or repurchased earlier.
• Conversion: Prior to March 15, 2030, conversion is conditional. After that date, noteholders may convert in $1,000 increments any time up to the second business day before maturity. Upon conversion, Rubrik may settle in cash, Class A common stock, or a combination. The initial conversion rate is 8.0155 shares per $1,000 principal—equivalent to a conversion price of approximately $124.76, a 42.5 % premium to the June 10, 2025 closing price, subject to customary anti‑dilution adjustments.

Use of Proceeds and Capped Call Overview

Rubrik anticipates net proceeds of ~$980 million, or ~$1.13 billion if the full over‑allotment is exercised. Funds will be allocated as follows:

1. Approx. $77 million to finance capped call transactions.
2. ~$327.9 million to repay and terminate outstanding credit facility debt.
3. The remainder for general corporate purposes, including acquisitions, working capital, operating expenses, and capital investments.
   If over‑allotment occurs, additional funds may support further capped calls and general corporate needs.

Redemption, Purchase and Conversion Mechanisms

Redemption Rights

• Rubrik may redeem the Notes on or after June 20, 2028, if Class A stock trades at or above 130 % of the then‑effective conversion price for at least 20 of 30 consecutive trading days.
• Redemption will be at 100 % of principal plus accrued special interest.
• Post‑redemption, at least $100 million principal must remain outstanding.

Fundamental Change Repurchase
In the event of a fundamental change, holders may require Rubrik to repurchase Notes at 100 % principal plus accrued interest.

Conversion Rate Adjustments
Rubrik may increase the conversion rate following certain corporate events or redemption notices.

Capped Call Transactions and Hedging

Rubrik has entered into capped call agreements—initially struck at $175.10 per share, a 100 % premium to the June 10 stock price—to mitigate dilution and offset potential excess cash conversion payments. These are anti‑dilution‑adjusted. Upon pricing, counterparties hedged via derivatives or stock purchases, which may influence market prices of the stock or Notes. Ongoing hedge adjustments are probable through maturity or conversion events.

Compliance with Securities Laws

Neither the Notes nor the underlying Class A shares are registered under the Securities Act or state laws. They cannot be offered or sold in the U.S. or to U.S. persons absent registration or qualification.