Riverbed Technology (RVBD)

A significant portion of our outstanding common stock will soon be released from restrictions on resales and may be sold in the market in the near future. Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders, particularly our directors and executive officers, sell substantial amounts of our common stock in the public market, or are perceived by the public market as intending to sell, the trading price of

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our common stock could decline significantly. In February 2007, we completed a follow-on public offering resulting in the sale of 2,854,671 shares of our common stock by us (including 250,000 shares sold by us pursuant to the underwriters’ exercise of their over-allotment option) and another 2,645,329 shares of our common stock by existing stockholders. As of March 31, 2007, 69,125,809 shares of our common stock were outstanding. Of the outstanding shares, 15,590,321 shares were sold in our IPO and follow-on public offering and are freely tradable without restriction in the public market. Of the outstanding shares, 24,591,119 shares are subject to contractual lock-up agreements entered into by the selling stockholders with the underwriters of the follow-on public offering and may not be sold in the public market until May 2, 2007. The remaining shares, formerly subject to contractual lock up agreements entered into by our stockholders with the underwriters in connection with the IPO, became freely tradeable to the public on March 20, 2007, except for shares of common stock held by directors, executive officers and other affiliates which will be subject to volume limitations under Rule 144 of the Securities Act and, in certain cases, various vesting arrangements. A substantial portion of these shares are held by our directors, executive officers, employees and others who are subject to our insider trading policy and who may initially sell such shares in the public market commencing on April 27, 2007, the third full trading day following our release of earnings for the quarter ended March 31, 2007.

A significant portion of our outstanding common stock will soon be released from restrictions on resales and may be sold in the market in the near future. Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders, particularly our directors and executive officers, sell substantial amounts of our common stock in the public market, or are perceived by the public market as intending to sell, the trading price of our common stock could decline significantly. As noted above, we recently announced our intention to file a registration statement for the sale to the public of approximately 2.65 million shares of our common stock by existing stockholders. As of December 31, 2006, 66,180,286 shares of our common stock were outstanding. Of these shares, the 10,090,321 shares sold in our initial public offering were freely tradable without restriction in the public market as of December 31, 2006, without giving effect to the proposed follow-on public offering described above. The remaining 56,089,965 shares are subject to market standoff agreements entered into by our stockholders with us or contractual lock-up agreements entered into by our stockholders with the underwriters for our initial public offering. See the section titled “Shares Eligible for Future Sale” in the preliminary prospectus for our proposed follow-on public offering for further information about the market standoff, contractual lock-up and other resale restrictions of our common stock.