Form 8-K

8-K — COMMVAULT SYSTEMS INC

Accession: 0001169561-26-000013

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001169561

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cvlt-20260428.htm (Primary)

EX-99.1 (q4fy26pressrelease.htm)

GRAPHIC (cvlt-20260428_g1.jpg)

GRAPHIC (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cvlt-20260428.htm · Sequence: 1

cvlt-20260428

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

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

99.1

Press Release dated April 28, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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)

EX-99.1

Filename: q4fy26pressrelease.htm · Sequence: 2

Document

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

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.

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

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 6 %

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 4 % 80,229 3 % 80,271 4 % 80,905 6 %

Other services 10,340 (8) % 13,895 31 % 11,221 2 % 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 4 %

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%

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 9 %

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

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

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

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

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

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

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

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. 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.

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.

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.

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.

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%.

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

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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