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0001169561false00011695612026-04-282026-04-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 28, 2026

CVLTlogo.jpg
COMMVAULT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-33026 22-3447504
(State or other jurisdiction
of incorporation)
(Commission
file number)
(I.R.S. Employer
Identification No.)
1 Commvault Way
Tinton Falls, New Jersey 07724
(Address of principal executive offices, including zip code)

(732) 870-4000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share CVLT The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02 Results of Operations and Financial Condition

On April 28, 2026, Commvault issued a press release announcing its results for its fourth fiscal quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

This information is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into filings under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits:

Exhibit No. Description
Press Release dated April 28, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMVAULT SYSTEMS, INC.


Dated:
April 28, 2026
/s/ Gary Merrill
Gary Merrill
Chief Financial Officer
(Principal Financial Officer)

3

EX-99.1 2 q4fy26pressrelease.htm EX-99.1 Document
image_0.jpg
Commvault Announces Fourth Quarter Fiscal 2026 Financial Results
Achieved all fourth quarter and fiscal 2026 guided metrics
Record $132 million free cash flow in fourth quarter
Total reported ARR grew +21% year over year, with $44 million in constant currency net new ARR

Tinton Falls, N.J. – April 28, 2026 – Commvault [Nasdaq: CVLT] today announced its financial results for the fourth quarter and fiscal year ended March 31, 2026.

“Our results reinforce that we are delivering durable growth fueled through industry-leading innovation and our rapidly expanding SaaS business,” said Sanjay Mirchandani, President and CEO, Commvault. “In fiscal 2027, the rise of AI will create more data and more risk – which in turn increases demand for our platform’s trusted protection, governance, and recovery capabilities. We believe we are well positioned to deliver profitable growth through new and expanding customer relationships.”
Notes are contained at the end of this press release

Fourth Quarter Fiscal 2026 Highlights -
•Total revenues were $312 million, up 13% year over year
•Subscription revenue was $208 million, up 20% year over year, inclusive of term-based license revenue of $114 million, up 6% year over year, and SaaS revenue of $93 million, up 43% year over year
•Income from operations (EBIT) was $17 million, an operating margin of 5.3%
•Non-GAAP EBIT2 was $66 million, an operating margin of 21.3%
•Generated $132 million in operating cash flow and free cash flow2

Full Year Fiscal 2026 Highlights -
•Total revenues were $1,184 million, up 19% year over year
•Total ARR1 grew to $1,122 million, up 21% year over year, or 18% on a constant currency basis using the March 31, 2025 spot rates
•Subscription revenue was $768 million, up 30% year over year, inclusive of term-based license revenue of $435 million, up 18% year over year, and SaaS revenue of $333 million, up 52% year over year
•Subscription ARR1 grew to $989 million, up 27% year over year, or 24% on a constant currency basis using the March 31, 2025 spot rates
•Income from operations (EBIT) was $74 million, an operating margin of 6.3%
•Non-GAAP EBIT2 was $238 million, an operating margin of 20.1%
•Operating cash flow was $245 million, with free cash flow2 of $237 million

1



Recent Business Highlights -
•Commvault announced an integration with Microsoft Security to better connect threat detection with trusted recovery, and expanded its integration with CrowdStrike, to deliver bi-directional visibility with CrowdStrike Falcon Next-Gen SIEM.
•Commvault and NetApp announced a strategic alliance to deliver a powerful, integrated solution for enterprise data protection and cyber resilience.
•Commvault extended identity resilience to Okta and joined forces with CloudSEK to address a growing threat: exposed credentials on the dark web.
•Commvault expanded enterprise resilience to structured and AI data, enabled via its recent acquisition of data and AI security company Satori.
•Commvault announced a partnership with STACKIT that is designed to support European customers’ sovereign cloud requirements while delivering cyber resilience to enterprise organizations.

Financial Outlook for First Quarter and Full Year Fiscal 20273 -
We are providing the following guidance for the first quarter of fiscal year 2027, based on the recast definitions set forth at the end of this earnings press release:
•Subscription revenue is expected to be between $263 million and $265 million
•Non-GAAP EBIT margin2 is expected to be approximately 19%

We are providing the following guidance for the full fiscal year 2027, based on the recast definitions set forth at the end of this earnings press release:
•Subscription revenue is expected to be between $1,115 million and $1,125 million
•Subscription ARR1 is expected to be between $1,200 million and $1,210 million
•Total revenues are expected to be between $1,300 million and $1,310 million
•Non-GAAP EBIT margin2 is expected to be approximately 20.5%
•Free cash flow2 is expected to be between $250 million and $260 million

The above guidance metrics contemplate current exchange rates and current macroeconomic conditions. In addition, guidance for Subscription Revenue and Subscription ARR reflects the recast definitions set forth in the Recast Section at the end of this earnings press release.

These statements are forward-looking and made pursuant to the safe harbor provisions discussed in detail below. We do not undertake any obligation to update these forward-looking statements. Actual results may differ materially from anticipated results.

Conference Call Information
Commvault will host a conference call today, April 28, 2026 at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time) to discuss quarterly results. The live webcast and call dial-in numbers can be accessed by registering under the "News & Events" section of Commvault's website at ir.commvault.com under the "Investor Events" heading. An archived webcast of this conference call will also be available following the call.

2



About Commvault
Commvault (Nasdaq: CVLT) is a leader in unified resilience at enterprise scale. In a constantly evolving threat landscape, Commvault keeps customers ready by unifying data security, identity resilience, and cyber recovery, on one cloud-native, AI-enabled platform. Customers trust Commvault to conduct the fastest, most complete recoveries – not just their data, but their entire business. Purpose-built for the agentic enterprise, Commvault also enables organizations to safely embrace AI while protecting against AI-driven threats.

Safe Harbor Statement
This press release may contain forward-looking statements, including statements regarding financial projections, which are subject to risks and uncertainties, such as those related to our restructuring plans, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of software products and related services, general economic conditions, outcome of litigation and others. For a discussion of these and other risks and uncertainties affecting Commvault's business, see "Item 1A. Risk Factors" in our annual report on Form 10-K and "Item 1A. Risk Factors" in our most recent quarterly report on Form 10-Q. Statements regarding Commvault’s beliefs, plans, expectations or intentions regarding the future are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from anticipated results. Commvault does not undertake to update its forward-looking statements.


Investor Relations Contact    
Michael J. Melnyk, CFA
646-522-6160
mmelnyk@commvault.com

Media Contact
Andrea Duffy
646-295-5241
andreaduffy@commvault.com
3



Overview
($ in thousands)
Q4'25 Q1'26 Q2'26 Q3'26 Q4'26
Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth
Subscription:
Term-based license $ 107,954  33  % $ 109,282  36  % $ 92,647  10  % $ 118,950  22  % $ 114,445  %
SaaS 65,274  69  % 72,445  66  % 80,018  61  % 87,379  44  % 93,139  43  %
Total subscription 173,228  45  % 181,727  46  % 172,665  29  % 206,329  30  % 207,584  20  %
Perpetual license 14,962  (2) % 7,335  (47) % 12,073  15  % 13,675  (17) % 10,129  (32) %
Customer support 76,509  (1) % 79,021  % 80,229  % 80,271  % 80,905  %
Other services 10,340  (8) % 13,895  31  % 11,221  % 13,557  25  % 13,074  26  %
Total revenues $ 275,039  23  % $ 281,978  26  % $ 276,188  18  % $ 313,832  19  % $ 311,692  13  %

FY'25 FY'26
Revenue Y/Y Growth Revenue Y/Y Growth
Subscription:
Term-based license $ 370,411  22  % $ 435,324  18  %
SaaS 219,256  74  % 332,981  52  %
Total subscription 589,667  37  % 768,305  30  %
Perpetual license 55,643  (3) % 43,212  (22) %
Customer support 307,563  —  % 320,426  %
Other services 42,746  (4) % 51,747  21  %
Total revenues $ 995,619  19  % $ 1,183,690  19  %

Constant Currency - Revenue
($ in thousands)

The constant currency impact is calculated using the average foreign exchange rates from the prior year period and applying these rates to foreign-denominated revenues in the current corresponding period. Commvault analyzes revenue growth on a constant currency basis in order to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations. The non-GAAP financial measures presented in this press release should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.
Q4'25 Revenue as Reported (GAAP)
Q4'26 Revenue as Reported (GAAP)
Constant Currency Impact % Change Y/Y (GAAP) % Change Y/Y Constant Currency
Subscription:
Term-based license $ 107,954 $ 114,445 $ (3,827) 6% 2%
SaaS 65,274 93,139 (3,113) 43% 38%
Total subscription 173,228 207,584 (6,940) 20% 16%
Perpetual license 14,962 10,129 (445) (32)% (35)%
Customer support 76,509 80,905 (3,284) 6% 1%
Other services 10,340 13,074 (162) 26% 25%
Total $ 275,039 $ 311,692 $ (10,831) 13% 9%

4



FY'25 Revenue as Reported (GAAP)
FY'26 Revenue as Reported (GAAP)
Constant Currency Impact % Change Y/Y (GAAP) % Change Y/Y Constant Currency
Subscription:
Term-based license $ 370,411 $ 435,324 $ (11,694) 18% 14%
SaaS 219,256 332,981 (6,945) 52% 49%
Total subscription 589,667 768,305 (18,639) 30% 27%
Perpetual license 55,643 43,212 (1,448) (22)% (25)%
Customer support 307,563 320,426 (8,400) 4% 1%
Other services 42,746 51,747 (1,035) 21% 19%
Total $ 995,619 $ 1,183,690 $ (29,522) 19% 16%

Disaggregation of Revenues
($ in thousands)

Our Americas region includes the United States, Canada, and Latin America. Our International region primarily includes Europe, Middle East, Africa, Australia, India, Southeast Asia, and China.

Q4'25 Q1'26 Q2'26 Q3'26 Q4'26
Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth
Americas $ 169,384  29  % $ 170,928  23  % $ 168,125  16  % $ 178,852  15  % $ 184,977  %
International 105,655  15  % 111,050  29  % 108,063  22  % 134,980  26  % 126,715  20  %
Total revenues $ 275,039  23  % $ 281,978  26  % $ 276,188  18  % $ 313,832  19  % $ 311,692  13  %

FY'25 FY'26
Revenue Y/Y Growth Revenue Y/Y Growth
Americas $ 607,952  22  % $ 702,882  16  %
International 387,667  14  % 480,808  24  %
Total revenues $ 995,619  19  % $ 1,183,690  19  %

Total ARR, Subscription ARR and SaaS ARR1
($ in thousands)

Q4'25 Q1'26 Q2'26 Q3'26 Q4'26
Total ARR1
$ 930,051  $ 996,202  $ 1,043,295  $ 1,084,880  $ 1,121,571 
Subscription ARR1
780,098  843,873  893,707  940,859  989,294 
SaaS ARR1
281,045  306,874  335,669  363,732  400,157 

5



Constant Currency - ARR1
($ in thousands)

The constant currency impact on ARR1 is calculated using the foreign exchange spot rates from March 31, 2025 and applying these rates to foreign-denominated results in the periods presented.
Q4'25 Q1'26 Q2'26 Q3'26 Q4'26
Total ARR1 as Reported
$ 930,051  $ 996,202  $ 1,043,295  $ 1,084,880  $ 1,121,571 
As Reported NNARR 40,423  66,151  47,093  41,585  36,691 
Total ARR1 using March 31, 2025 rates
930,051  969,693  1,016,697  1,055,806  1,099,539 
Constant currency NNARR 30,686  39,642  47,004  39,109  43,733 
Subscription ARR1 as Reported
$ 780,098  $ 843,873  $ 893,707  $ 940,859  $ 989,294 
As Reported NNARR 45,886  63,775  49,834  47,152  48,435 
Subscription ARR1 using March 31, 2025 rates
780,098  822,695  872,065  916,722  970,133 
Constant currency NNARR 38,572  42,597  49,370  44,657  53,411 
SaaS ARR1 as Reported
$ 281,045  $ 306,874  $ 335,669  $ 363,732  $ 400,157 
As Reported NNARR 22,088  25,829  28,795  28,063  36,425 
SaaS ARR1 using March 31, 2025 rates
281,045  299,017  327,781  354,888  393,058 
Constant currency NNARR 19,629  17,972  28,764  27,107  38,170 

Additional Financial Information
For the three months ended March 31, 2026 -
•GAAP net income was $15 million, or $0.34 per diluted share for the three months ended March 31, 2026
•GAAP gross margin was 81.4% and non-GAAP gross margin2 was 81.8% for the three months ended March 31, 2026
•We repurchased approximately 3 million shares of common stock for $259 million during the three months ended March 31, 2026
•Weighted average diluted shares outstanding were approximately 43 million for the three months ended March 31, 2026

For the year ended March 31, 2026 -
•GAAP net income was $71 million, or $1.58 per diluted share for the year ended March 31, 2026
•GAAP gross margin was 81.2% and non-GAAP gross margin2 was 81.6% for the year ended March 31, 2026
•We repurchased approximately 4 million shares of common stock for $446 million during the year ended March 31, 2026
•Weighted average diluted shares outstanding were approximately 45 million for the year ended March 31, 2026
•Cash and cash equivalents totaled $900 million as of March 31, 2026
•SaaS net dollar retention rate (NRR)4 was 122% as of March 31, 2026
•On April 15, 2026, Commvault's Board of Directors approved recommitting our share repurchase program so that $250 million was made available
6



Commvault Systems, Inc.

Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
  Three Months Ended
March 31,
Year Ended
March 31,
  2026 2025 2026 2025
Revenues:
Subscription:
Term-based license $ 114,445  $ 107,954  $ 435,324  $ 370,411 
Software-as-a-service 93,139  65,274  332,981  219,256 
Total subscription 207,584  173,228  768,305  589,667 
Perpetual license 10,129  14,962  43,212  55,643 
Customer support 80,905  76,509  320,426  307,563 
Other services 13,074  10,340  51,747  42,746 
Total revenues 311,692  275,039  1,183,690  995,619 
Cost of revenues:
Subscription:
Term-based license 3,007  2,756  10,662  9,558 
Software-as-a-service 31,555  23,045  118,301  79,341 
Total subscription 34,562  25,801  128,963  88,899 
Perpetual license 32  312  531  1,500 
Customer support 14,397  13,746  58,879  57,680 
Other services 9,013  7,907  34,747  30,956 
Total cost of revenues 58,004  47,766  223,120  179,035 
Gross margin 253,688  227,273  960,570  816,584 
Operating expenses:
Sales and marketing 135,655  120,152  519,688  434,117 
Research and development 40,062  39,333  162,213  146,286 
General and administrative 40,167  38,274  162,722  138,375 
Depreciation and amortization 2,563  2,401  10,348  9,072 
Restructuring 18,603  812  32,154  10,026 
Change in contingent consideration —  (426) (545) 2,060 
Impairment charges —  —  —  2,910 
Total operating expenses 237,050  200,546  886,580  742,846 
Income from operations 16,638  26,727  73,990  73,738 
Interest income 8,313  1,556  21,810  6,654 
Interest expense (1,431) (103) (3,795) (416)
Other income (expense), net (403) 453  119  1,077 
Income before income taxes 23,117  28,633  92,124  81,053 
Income tax expense (benefit) 8,468  (2,360) 21,467  4,947 
Net income $ 14,649  $ 30,993  $ 70,657  $ 76,106 
Net income per common share:
Basic $ 0.34  $ 0.70  $ 1.61  $ 1.74 
Diluted $ 0.34  $ 0.69  $ 1.58  $ 1.68 
Weighted average common shares outstanding:
Basic 43,047  44,066  43,976  43,850 
Diluted 43,263  45,158  44,654  45,187 
7



Commvault Systems, Inc.

Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
  March 31, March 31,
  2026 2025
ASSETS
Current assets:
Cash and cash equivalents $ 899,987  $ 302,103 
Trade accounts receivable, net 330,483  251,995 
Assets held for sale —  34,770 
Other current assets 56,040  46,189 
Total current assets 1,286,510  635,057 
Deferred tax assets, net 153,766  133,378 
Property and equipment, net 9,750  8,294 
Operating lease assets 34,920  10,124 
Deferred commissions cost 103,892  79,309 
Intangible assets, net 19,715  20,737 
Goodwill 209,322  185,255 
Other assets 68,430  46,112 
Total assets $ 1,886,305  $ 1,118,266 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 651  $ 373 
Accrued liabilities 165,583  147,133 
Current portion of operating lease liabilities 6,963  4,614 
Deferred revenue 484,973  402,930 
Total current liabilities 658,170  555,050 
Convertible notes, net 880,863  — 
Deferred revenue, less current portion 293,725  223,282 
Deferred tax liabilities 1,565  1,384 
Long-term operating lease liabilities 29,675  6,338 
Other liabilities 14,813  7,090 
Total stockholders’ equity 7,494  325,122 
Total liabilities and stockholders’ equity $ 1,886,305  $ 1,118,266 










8



Commvault Systems, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
  Three Months Ended
March 31,
Year Ended
March 31,
  2026 2025 2026 2025
Cash flows from operating activities
Net income $ 14,649  $ 30,993  $ 70,657  $ 76,106 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 2,563  2,401  10,348  9,072 
Amortization of debt issuance costs 1,138  28  2,808  115 
Amortization of deferred commissions costs 13,394  9,658  47,741  33,414 
Noncash stock-based compensation 31,964  28,992  123,425  113,262 
Noncash operating lease expense 1,966  2,082  8,116  6,408 
Noncash change in fair value of equity securities 474  (396) 68  (364)
Noncash change in fair value of contingent consideration —  (426) (545) 2,060 
Noncash adjustment on headquarters sale leaseback —  —  495  — 
Noncash impairment charges —  —  —  2,910 
Noncash lease impairment 1,374  —  1,374  — 
Deferred income taxes (2,018) (17,194) 7,700  (23,474)
Changes in operating assets and liabilities:
Trade accounts receivable, net 27,017  3,425  (73,964) (62,012)
Operating lease liabilities (2,078) (1,963) (8,012) (7,136)
Other current assets and Other assets (2,680) (9,051) (20,823) (8,615)
Deferred commissions cost (23,124) (20,316) (73,655) (49,848)
Accounts payable 399  292  252  (948)
Accrued liabilities 13,339  15,140  11,562  25,235 
Deferred revenue 52,939  29,749  136,410  87,659 
Other liabilities 869  3,541  723  3,538 
Net cash provided by operating activities 132,185  76,955  244,680  207,382 
Cash flows from investing activities
Purchase of property and equipment (344) (783) (7,529) (3,756)
Purchase of equity securities (169) (545) (6,951) (1,333)
Proceeds from sale of headquarters, net —  —  34,849  — 
Business combination, net of cash acquired 200  598  (25,815) (65,311)
Net cash used in investing activities (313) (730) (5,446) (70,400)
Cash flows from financing activities
Repurchase of common stock (259,293) (29,821) (446,106) (165,015)
Proceeds from stock-based compensation plans 7,529  6,437  14,503  17,537 
Proceeds from issuance of convertible notes —  —  900,000  — 
Purchase of capped calls —  —  (99,630) — 
Payment of contingent liability —  (340) —  (340)
Payment of debt issuance costs —  —  (23,400) — 
Other (18) —  (66) — 
Net cash provided by (used in) financing activities (251,782) (23,724) 345,301  (147,818)
Effects of exchange rate — changes in cash (6,449) 6,027  13,349  185 
Net increase (decrease) in cash and cash equivalents (126,359) 58,528  597,884  (10,651)
Cash and cash equivalents at beginning of period 1,026,346  243,575  302,103  312,754 
Cash and cash equivalents at end of period $ 899,987  $ 302,103  $ 899,987  $ 302,103 
Supplemental disclosures of noncash activities
Issuance of common stock for business combination $ —  $ —  $ —  $ 4,900 
Operating lease liabilities arising from obtaining right-of-use assets $ 523  $ 1,109  $ 35,604  $ 5,796 
9



Commvault Systems, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 31,
Year Ended
March 31,
2026 2025 2026 2025
Non-GAAP financial measures and reconciliation:
GAAP income from operations $ 16,638  $ 26,727  $ 73,990  $ 73,738 
Noncash stock-based compensation5
29,247  28,840  118,886  108,615 
FICA and payroll tax expense related to stock-based compensation6
691  1,767  4,140  5,459 
Restructuring7
18,603  812  32,154  10,026 
Amortization of intangible assets8
1,256  1,176  4,722  3,705 
Litigation settlement9
—  —  —  675 
Business combination costs10
—  201  1,902  2,541 
Change in contingent consideration11
—  (426) (545) 2,060 
Adjustment on headquarters sale leaseback12
—  —  495  — 
Noncash impairment charges13
—  —  —  2,910 
Other nonrecurring charges14
—  —  1,805  — 
Non-GAAP income from operations $ 66,435  $ 59,097  $ 237,549  $ 209,729 
GAAP net income $ 14,649  $ 30,993  $ 70,657  $ 76,106 
Noncash stock-based compensation5
29,247  28,840  118,886  108,615 
FICA and payroll tax expense related to stock-based compensation6
691  1,767  4,140  5,459 
Restructuring7
18,603  812  32,154  10,026 
Amortization of intangible assets8
1,256  1,176  4,722  3,705 
Litigation settlement9
—  —  —  675 
Business combination costs10
—  201  1,902  2,541 
Change in contingent consideration11
—  (426) (545) 2,060 
Adjustment on headquarters sale leaseback12
—  —  495  — 
Noncash impairment charges13
—  —  —  2,910 
Other nonrecurring charges14
—  —  1,805  — 
Non-GAAP provision for income taxes adjustment15
(9,031) (17,000) (39,897) (47,143)
Non-GAAP net income $ 55,415  $ 46,363  $ 194,319  $ 164,954 
GAAP diluted earnings per share $ 0.34  $ 0.69  $ 1.58  $ 1.68 
Noncash stock-based compensation5
0.68  0.64  2.66  2.40 
FICA and payroll tax expense related to stock-based compensation6
0.02  0.04  0.09  0.12 
Restructuring7
0.43  0.02  0.72  0.22 
Amortization of intangible assets8
0.03  0.03  0.11  0.08 
Litigation settlement9
—  —  —  0.01 
Business combination costs10
—  —  0.04  0.06 
Change in contingent consideration11
—  (0.01) (0.01) 0.05 
Adjustment on headquarters sale leaseback12
—  —  0.01  — 
Noncash impairment charges13
—  —  —  0.06 
Other nonrecurring charges14
—  —  0.04  — 
Non-GAAP provision for income taxes adjustment15
(0.22) (0.38) (0.89) (1.03)
Non-GAAP diluted earnings per share $ 1.28  $ 1.03  $ 4.35  $ 3.65 
GAAP diluted weighted average shares outstanding 43,263 45,158 44,654 45,187
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Three Months Ended March 31, Year Ended
March 31,
2026 2025 2026 2025
Non-GAAP gross margin reconciliation:
GAAP gross margin 81.4 % 82.6 % 81.2 % 82.0 %
Cost of revenues related to noncash stock-based compensation 0.4 % 0.5 % 0.4 % 0.6 %
Non-GAAP gross margin 81.8 % 83.1 % 81.6 % 82.6 %

Three Months Ended March 31, Year Ended
March 31,
2026 2025 2026 2025
Non-GAAP free cash flow reconciliation:
GAAP cash provided by operating activities $ 132,185  $ 76,955  $ 244,680  $ 207,382 
Purchase of property and equipment (344) (783) (7,529) (3,756)
Non-GAAP free cash flow $ 131,841  $ 76,172  $ 237,151  $ 203,626 

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Use of Non-GAAP Financial Measures
Commvault has provided in this press release the following non-GAAP financial measures: non-GAAP income from operations (EBIT), non-GAAP income from operations margin, non-GAAP gross margin, non-GAAP net income, non-GAAP diluted earnings per share, non-GAAP free cash flow, annualized recurring revenue (ARR), subscription ARR, SaaS ARR and SaaS net dollar retention rate (NRR). This financial information has not been prepared in accordance with GAAP. Commvault uses these non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Commvault believes that the use of these non-GAAP financial measures, when used as a supplement to GAAP financial measures, provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing its financial results with other companies in Commvault’s industry, many of which present similar non-GAAP financial measures to the investment community. Commvault has also provided its revenues, ARR, subscription ARR and SaaS ARR on a constant currency basis. Commvault analyzes revenue growth, ARR, subscription ARR and SaaS ARR on a constant currency basis in order to provide a comparable framework for assessing how the business performed excluding the effect of foreign currency fluctuations.

All of these non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, where applicable, which are included in this press release. Certain non-GAAP measures discussed in this press release do not have a directly comparable GAAP financial measure and therefore are not reconciled.

Non-GAAP income from operations and non-GAAP income from operations margin. These non-GAAP financial measures exclude noncash stock-based compensation charges and additional Federal Insurance Contribution Act (FICA) and related payroll tax expense incurred by Commvault when employees vest in restricted stock awards. Commvault has also excluded restructuring costs, noncash amortization of intangible assets, business combination costs, the change in the estimated fair value of contingent consideration, adjustments from the sale and leaseback of headquarters and other nonrecurring charges from its non-GAAP results. These adjustments are further discussed in the reconciliation of GAAP to non-GAAP financial measures. Commvault believes that these non-GAAP financial measures are useful metrics for management and investors because they compare Commvault’s core operating results over multiple periods. When evaluating the performance of Commvault’s operating results and developing short- and long-term plans, Commvault does not consider such expenses.

In addition, Commvault expects to incur a non-routine business expense in the first half of fiscal 2027 related to contingent performance-based fees associated with strategic pricing and packaging initiatives. These fees are expected to be incurred upon the achievement of defined outcomes and are estimated to range between $5 million and $10 million. Commvault intends to exclude these costs from its non-GAAP results as they are episodic in nature, directly tied to a discrete strategic initiative, and not reflective of ongoing operating performance.

Although noncash stock-based compensation and the additional FICA and related payroll tax expenses are necessary to attract and retain employees, Commvault places its primary emphasis on stockholder dilution as compared to the accounting charges related to such equity compensation plans.
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Commvault believes that providing non-GAAP financial measures that exclude noncash stock-based compensation expense and the additional FICA and related payroll tax expenses incurred on vesting of restricted stock awards allow investors to make meaningful comparisons between Commvault’s operating results and those of other companies.

There are a number of limitations related to the use of non-GAAP income from operations and non-GAAP income from operations margin. The most significant limitation is that these non-GAAP financial measures exclude certain operating costs, primarily related to noncash stock-based compensation, which is of a recurring nature. Noncash stock-based compensation has been, and will continue to be for the foreseeable future, a significant recurring expense in Commvault’s operating results. In addition, noncash stock-based compensation is an important part of Commvault’s employees’ compensation and can have a significant impact on their performance. The following table presents the stock-based compensation expense included in cost of revenues, sales and marketing, research and development and general and administrative ($ in thousands):

 
Three Months Ended March 31, Year Ended March 31,
2026 2025 2026 2025
Cost of revenues $ 1,344  $ 1,324  $ 5,239  $ 5,744 
Sales and marketing 12,469  12,599  51,173  47,627 
Research and development 6,977  6,225  28,538  24,028 
General and administrative 8,457  8,692  33,936  31,216 
Stock-based compensation expense
$ 29,247  $ 28,840  $ 118,886  $ 108,615 

The table above excludes stock-based compensation expense related to the Company's restructuring activities described below in Note 7.

The components that Commvault excludes in its non-GAAP financial measures may differ from the components that its peer companies exclude when they report their non-GAAP financial measures. Due to the limitations related to the use of non-GAAP measures, Commvault’s management assists investors by providing a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure. Commvault's management uses non-GAAP financial measures only in addition to, and in conjunction with, results presented in accordance with GAAP.

Non-GAAP net income and non-GAAP diluted earnings per share (EPS). In addition to the adjustments discussed in non-GAAP income from operations, non-GAAP net income and non-GAAP diluted EPS incorporates a non-GAAP effective tax rate of 24%.

Commvault anticipates that in any given period its non-GAAP tax rate may be either higher or lower than the GAAP tax rate as evidenced by historical fluctuations. The GAAP tax rates in recent fiscal years were not meaningful percentages due to the dollar amount of GAAP pre-tax income. For the same reason as the GAAP tax rates, the estimated cash tax rates in recent fiscal years are not meaningful percentages. Commvault defines its cash tax rate as the total amount of cash income taxes payable for the fiscal year divided by consolidated GAAP pre-tax income. Over time, Commvault believes its GAAP and cash tax rates will align.

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Commvault considers non-GAAP net income and non-GAAP diluted EPS useful metrics for Commvault management and its investors for the same basic reasons that Commvault uses non-GAAP income from operations and non-GAAP income from operations margin. In addition, the same limitations as well as management actions to compensate for such limitations described above also apply to Commvault’s use of non-GAAP net income and non-GAAP diluted EPS.

Non-GAAP gross margin. Commvault defines this non-GAAP financial measure as GAAP gross margin adjusted to exclude cost of revenues related to noncash stock-based compensation.

Non-GAAP free cash flow. Commvault defines this non-GAAP financial measure as net cash provided by operating activities less purchases of property and equipment. Commvault considers non-GAAP free cash flow a useful metric for Commvault management and its investors in evaluating Commvault's ability to generate cash from its business operations. In addition, the same limitations as well as management actions to compensate for such limitations described above also apply to Commvault’s use of non-GAAP free cash flow.

Forward-looking non-GAAP measures. In this press release, Commvault presents non-GAAP EBIT margin and free cash flow on a forward-looking basis. The most directly comparable GAAP measures are not accessible on a forward-looking basis without unreasonable efforts, because certain items that impact these GAAP measures, cannot be reasonably predicted or quantified. The probable significance of these items may be material, and as a result, the corresponding GAAP measures and a quantitative reconciliation to those GAAP measures are not available on a forward-looking basis.

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Notes
1.Annualized recurring revenue (ARR) represents the annualized value of all active contracts as of the end of a reporting period. ARR includes recurring subscription offerings, customer support associated with perpetual and term licenses, enhanced customer support contracts, and managed service offerings. ARR excludes non-recurring elements, such as perpetual licenses and professional services, which are typically delivered at a point in time. For all term-based arrangements, ARR is calculated by dividing the total active contract value by the number of days in the contract term and multiplying the result by 365. For consumption-based arrangements on a pay as you go model without a fixed commitment, ARR is calculated by annualizing the revenue contractually expected to be received in a given month based on actual monthly usage from a prior month. Because ARR includes only contracts that are active at the end of the reporting period, it does not reflect assumptions or estimates regarding future contract renewals or non-renewals. Subscription ARR represents the portion of annual recurring revenue attributable to term‑based licenses, maintenance and support services associated with term license arrangements, SaaS subscriptions, and consumption‑based arrangements, calculated using the same ARR methodology. SaaS ARR represents the cloud‑hosted portion of Subscription ARR and excludes revenue attributable to term license arrangements and related maintenance and support services.

These metrics should be viewed independently of GAAP revenue, deferred revenue and unbilled revenue and are not intended to be combined with or to replace those items. These metrics are not a forecast of future revenues. Management believes that reviewing these metrics, in addition to GAAP results, helps investors and financial analysts understand the value of Commvault's recurring revenue streams presented on an annualized basis. There is no direct GAAP comparative to ARR. See “Use of Non-GAAP Financial Measures" for additional explanation.

2.A reconciliation of GAAP to non-GAAP results has been provided in the reconciliation of GAAP to non-GAAP financial measures included in this press release. An explanation of these measures is also included under the heading “Use of Non-GAAP Financial Measures.”

3.Commvault does not provide forward-looking guidance on a GAAP basis as certain financial information, the probable significance of which cannot be determined, is not available and cannot be reasonably estimated. See “Forward-looking non-GAAP measures” for additional explanation.

4.SaaS net dollar retention rate (NRR) is the percentage of SaaS ARR retained from existing customers at the start of an annual period after accounting for expansion revenue, churn, and downsell. It is presented on a constant currency basis using exchange rates as of March 31, 2025. Acquired SaaS ARR is excluded until the acquisition is fully integrated, which we generally expect to occur twelve months from the close date. We believe our SaaS NRR offers valuable insight into the year-over-year expansion of our existing customer base, reflecting both increased utilization of current products and services as well as the adoption of additional offerings. There is no direct GAAP comparative to NRR. See “Use of Non-GAAP Financial Measures" for additional explanation.
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5.Represents noncash stock-based compensation charges associated with restricted stock units granted and our Employee Stock Purchase Plan, exclusive of stock-based compensation expense related to Commvault's restructuring activities described below in Note 7.

6.Represents additional FICA and related payroll tax expenses incurred by Commvault when employees vest in restricted stock awards.

7.During fiscal 2026, we initiated two restructuring plans designed to optimize our cost structure, enhance organizational agility, align resources with strategic priorities, and reorganize our business technology function. These initiatives include workforce reductions, technology transitions, office lease closures, and the exit of operations in certain jurisdictions. The related charges primarily consist of severance and associated employee termination costs, stock‑based compensation expense resulting from modification events, and office closure and exit charges. We expect both restructuring plans to be substantially completed during fiscal 2027.

Restructuring charges incurred in the prior year relate to a plan initiated in the fourth quarter of fiscal 2024 and completed in fiscal 2025. These charges consisted of severance and associated employee termination costs and stock‑based compensation expense resulting from modification events.

8.Represents noncash amortization of intangible assets.

9.During the first quarter of fiscal 2025, we entered into a settlement agreement resulting in a payment of approximately $1.5 million which resolved certain legal matters. For the three months ended June 30, 2024, approximately $0.7 million was recorded in general and administrative expenses and the remaining $0.8 million was incurred in a prior period that is not presented in the Consolidated Statements of Operations.

10.These charges relate to acquisition and business development activities, including legal, accounting and advisory services. Management believes, when used as a supplement to GAAP results, that the exclusion of these costs will help investors and financial analysts understand Commvault's operating results and underlying operational trends as compared to other periods.

11.Represents the change in the estimated fair value of the contingent consideration arrangement related to the acquisition of Appranix, Inc.

12.During the first quarter of fiscal 2026, we finalized the sale of our corporate headquarters and entered into a lease for a portion of the premises. These noncash charges represent accounting adjustments for a $1.3 million loss associated with the related lease terms and a $0.8 million adjustment to reflect the final sale price of the assets resulting in a net charge of $0.5 million recorded in general and administrative expense on the Consolidated Statements of Operations.
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13.Represents noncash impairment charges related to our corporate headquarters.

14.These primarily legal and consulting expenses are related to our response in the second quarter of fiscal 2026 to a one-time security matter from the first quarter. Given the non-recurring nature of the matter, these costs have been excluded from non-GAAP results to provide a clearer view of ongoing operating performance.

15.The provision for income taxes is adjusted to reflect Commvault’s estimated non-GAAP effective tax rate of 24%.
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Commvault Systems, Inc.
Recast Historical Financial Results
(In thousands)
(Unaudited)

Beginning in fiscal 2027, Commvault will disaggregate customer support revenue on the Consolidated Statements of Operations between support associated with term-based and perpetual software license arrangements. Customer support includes support contracts associated with our software products, including software updates on a when-and-if-available basis, telephone support, integrated web-based support, and other premium support offerings. There is no change to total revenues, customer support cost of revenue or total cost of revenues for any quarter in fiscal 2025 or fiscal 2026. The recast results for fiscal years 2025 and 2026 have been prepared on the same basis as the fiscal first‑quarter and full‑year fiscal 2027 guidance presented earlier in this earnings press release.
Customer support revenue related to term-based software license arrangements ("Term-based support") will be included in total subscription revenue and recognized ratably over contractual terms that typically range from one to three years. Customer support revenue related to perpetual software license arrangements ("Perpetual support") will be recognized ratably over contractual terms, typically one year. There is no change to the underlying revenue recognition treatment for these line items.
The table below recasts the results for fiscal 2025 and 2026 using the Consolidated Statements of Operations lines that will be effective beginning fiscal 2027.
Fiscal 2026
Q1'26 Q2'26 Q3'26 Q4'26 FY'26
Revenues:
Subscription:
Term-based license $ 109,282  $ 92,647  $ 118,950  $ 114,445  $ 435,324 
Term-based support 47,582  49,686  50,962  53,933  202,163 
Software-as-a-service 72,445  80,018  87,379  93,139  332,981 
Total subscription 229,309  222,351  257,291  261,517  970,468 
Perpetual license 7,335  12,073  13,675  10,129  43,212 
Perpetual support 31,439  30,543  29,309  26,972  118,263 
Other services 13,895  11,221  13,557  13,074  51,747 
Total revenues $ 281,978  $ 276,188  $ 313,832  $ 311,692  $ 1,183,690 
Cost of revenues:
Term-based license $ 2,242  $ 2,414  $ 2,999  $ 3,007  $ 10,662 
Software-as-a-service 25,972  29,187  31,587  31,555  118,301 
Perpetual license 245  194  60  32  531 
Customer support 14,207  14,847  15,428  14,397  58,879 
Other services 8,111  8,402  9,221  9,013  34,747 
Total cost of revenues $ 50,777  $ 55,044  $ 59,295  $ 58,004  $ 223,120 

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Fiscal 2025
Q1'25 Q2'25 Q3'25 Q4'25 FY'25
Revenues:
Subscription:
Term-based license $ 80,405  $ 84,427  $ 97,625  $ 107,954  $ 370,411 
Term-based support 39,727  41,829  43,047  44,605  169,208 
Software-as-a-service 43,675  49,611  60,696  65,274  219,256 
Total subscription 163,807  175,867  201,368  217,833  758,875 
Perpetual license 13,736  10,522  16,423  14,962  55,643 
Perpetual support 36,561  35,859  34,031  31,904  138,355 
Other services 10,568  11,030  10,808  10,340  42,746 
Total revenues $ 224,672  $ 233,278  $ 262,630  $ 275,039  $ 995,619 
Cost of revenues:
Term-based license $ 1,778  $ 2,371  $ 2,653  $ 2,756  $ 9,558 
Software-as-a-service 15,762  17,161  23,373  23,045  79,341 
Perpetual license 337  441  410  312  1,500 
Customer support 14,263  15,311  14,360  13,746  57,680 
Other services 7,648  7,578  7,823  7,907  30,956 
Total cost of revenues $ 39,788  $ 42,862  $ 48,619  $ 47,766  $ 179,035 

In addition, beginning in fiscal 2027, Commvault will recast Subscription ARR to include enterprise support, further aligning Subscription ARR with subscription revenue. Prior to fiscal 2027, enterprise support was included only in Total ARR. This change does not impact Total ARR. The table below recasts annualized revenue results for fiscal 2025 and fiscal 2026 to reflect this change, which will be effective beginning in fiscal 2027.
Fiscal 2026
Q1'26 Q2'26 Q3'26 Q4'26
Total ARR $ 996,202  $ 1,043,295  $ 1,084,880  $ 1,121,571 
Subscription ARR 867,306  918,130  966,260  1,014,729 
Fiscal 2025
Q1'25 Q2'25 Q3'25 Q4'25
Total ARR $ 802,709  $ 853,265  $ 889,628  $ 930,051 
Subscription ARR 657,330  708,993  755,358  802,390 
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