CommVault Systems Inc【CVLT】株式ニュース

Commvault Announces Fourth Quarter Fiscal 2026 Financial ResultsApril 28, 2026 7:45 AM
PR Newswire (US)

Achieved all fourth quarter and fiscal 2026 guided metricsRecord $132 million free cash flow in fourth quarterTotal reported ARR grew +21% year over year, with $44 million in constant currency net new ARRTinton Falls, N.J., April 28, 2026 /PRNewswire/ -- 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 releaseFourth Quarter Fiscal 2026 Highlights -Total revenues were $312 million, up 13% year over yearSubscription 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 yearIncome 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 flow2Full Year Fiscal 2026 Highlights -Total revenues were $1,184 million, up 19% year over yearTotal ARR1 grew to $1,122 million, up 21% year over year, or 18% on a constant currency basis using the March 31, 2025 spot ratesSubscription 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 yearSubscription ARR1 grew to $989 million, up 27% year over year, or 24% on a constant currency basis using the March 31, 2025 spot ratesIncome 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 millionRecent 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 millionNon-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 millionSubscription ARR1 is expected to be between $1,200 million and $1,210 millionTotal revenues are expected to be between $1,300 million and $1,310 millionNon-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.Overview
($ in thousands)
Q4'25
Q1'26
Q2'26
Q3'26
Q4'26
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
GrowthSubscription:

Term-based license$ 107,95433 %
$ 109,28236 %
$ 92,64710 %
$ 118,95022 %
$ 114,4456 %SaaS65,27469 %
72,44566 %
80,01861 %
87,37944 %
93,13943 %Total subscription173,22845 %
181,72746 %
172,66529 %
206,32930 %
207,58420 %Perpetual license14,962(2) %
7,335(47) %
12,07315 %
13,675(17) %
10,129(32) %Customer support76,509(1) %
79,0214 %
80,2293 %
80,2714 %
80,9056 %Other services10,340(8) %
13,89531 %
11,2212 %
13,55725 %
13,07426 %Total revenues$ 275,03923 %
$ 281,97826 %
$ 276,18818 %
$ 313,83219 %
$ 311,69213 %
FY'25
FY'26
RevenueY/Y Growth
RevenueY/Y GrowthSubscription:

Term-based license$      370,41122 %
$      435,32418 %SaaS219,25674 %
332,98152 %Total subscription589,66737 %
768,30530 %Perpetual license55,643(3) %
43,212(22) %Customer support307,563— %
320,4264 %Other services42,746(4) %
51,74721 %Total revenues$      995,61919 %
$    1,183,69019 %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
CurrencySubscription:

Term-based license$     107,954
$     114,445
$      (3,827)
6 %
2 %SaaS65,274
93,139
(3,113)
43 %
38 %Total subscription173,228
207,584
(6,940)
20 %
16 %Perpetual license14,962
10,129
(445)
(32) %
(35) %Customer support76,509
80,905
(3,284)
6 %
1 %Other services10,340
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
CurrencySubscription:

Term-based license$     370,411
$     435,324
$     (11,694)
18 %
14 %SaaS219,256
332,981
(6,945)
52 %
49 %Total subscription589,667
768,305
(18,639)
30 %
27 %Perpetual license55,643
43,212
(1,448)
(22) %
(25) %Customer support307,563
320,426
(8,400)
4 %
1 %Other services42,746
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
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
GrowthAmericas$ 169,38429 %
$ 170,92823 %
$ 168,12516 %
$ 178,85215 %
$ 184,9779 %International105,65515 %
111,05029 %
108,06322 %
134,98026 %
126,71520 %Total revenues$ 275,03923 %
$ 281,97826 %
$ 276,18818 %
$ 313,83219 %
$ 311,69213 %
FY'25
FY'26
RevenueY/Y Growth
RevenueY/Y GrowthAmericas$         607,95222 %
$         702,88216 %International387,66714 %
480,80824 %Total revenues$         995,61919 %
$       1,183,69019 %Total ARR, Subscription ARR and SaaS ARR1
($ in thousands)
Q4'25
Q1'26
Q2'26
Q3'26
Q4'26Total ARR1$       930,051
$       996,202
$     1,043,295
$     1,084,880
$     1,121,571Subscription ARR1780,098
843,873
893,707
940,859
989,294SaaS ARR1281,045
306,874
335,669
363,732
400,157Constant 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
Q4'26Total ARR1 as Reported$     930,051
$     996,202
$   1,043,295
$   1,084,880
$   1,121,571As Reported NNARR40,423
66,151
47,093
41,585
36,691Total ARR1 using March 31, 2025 rates930,051
969,693
1,016,697
1,055,806
1,099,539Constant currency NNARR30,686
39,642
47,004
39,109
43,733

Subscription ARR1 as Reported$     780,098
$     843,873
$     893,707
$     940,859
$     989,294As Reported NNARR45,886
63,775
49,834
47,152
48,435Subscription ARR1 using March 31, 2025 rates780,098
822,695
872,065
916,722
970,133Constant currency NNARR38,572
42,597
49,370
44,657
53,411

SaaS ARR1 as Reported$     281,045
$     306,874
$     335,669
$     363,732
$     400,157As Reported NNARR22,088
25,829
28,795
28,063
36,425SaaS ARR1 using March 31, 2025 rates281,045
299,017
327,781
354,888
393,058Constant currency NNARR19,629
17,972
28,764
27,107
38,170Additional 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, 2026GAAP gross margin was 81.4% and non-GAAP gross margin2 was 81.8% for the three months ended March 31, 2026We repurchased approximately 3 million shares of common stock for $259 million during the three months ended March 31, 2026Weighted average diluted shares outstanding were approximately 43 million for the three months ended March 31, 2026For the year ended March 31, 2026 -GAAP net income was $71 million, or $1.58 per diluted share for the year ended March 31, 2026GAAP gross margin was 81.2% and non-GAAP gross margin2 was 81.6% for the year ended March 31, 2026We repurchased approximately 4 million shares of common stock for $446 million during the year ended March 31, 2026Weighted average diluted shares outstanding were approximately 45 million for the year ended March 31, 2026Cash and cash equivalents totaled $900 million as of March 31, 2026SaaS net dollar retention rate (NRR)4 was 122% as of March 31, 2026On April 15, 2026, Commvault's Board of Directors approved recommitting our share repurchase program so that $250 million was made availableCommvault Systems, Inc.Consolidated Statements of Operations(In thousands, except per share data)(Unaudited)

Three Months Ended
March 31,
Year EndedMarch 31,
2026
2025
2026
2025Revenues:

Subscription:

Term-based license$   114,445
$   107,954
$   435,324
$   370,411Software-as-a-service93,139
65,274
332,981
219,256Total subscription207,584
173,228
768,305
589,667Perpetual license10,129
14,962
43,212
55,643Customer support80,905
76,509
320,426
307,563Other services13,074
10,340
51,747
42,746Total revenues311,692
275,039
1,183,690
995,619Cost of revenues:

Subscription:

Term-based license3,007
2,756
10,662
9,558Software-as-a-service31,555
23,045
118,301
79,341Total subscription34,562
25,801
128,963
88,899Perpetual license32
312
531
1,500Customer support14,397
13,746
58,879
57,680Other services9,013
7,907
34,747
30,956Total cost of revenues58,004
47,766
223,120
179,035Gross margin253,688
227,273
960,570
816,584Operating expenses:

Sales and marketing135,655
120,152
519,688
434,117Research and development40,062
39,333
162,213
146,286General and administrative40,167
38,274
162,722
138,375Depreciation and amortization2,563
2,401
10,348
9,072Restructuring18,603
812
32,154
10,026Change in contingent consideration—
(426)
(545)
2,060Impairment charges—
—
—
2,910Total operating expenses237,050
200,546
886,580
742,846Income from operations16,638
26,727
73,990
73,738Interest income8,313
1,556
21,810
6,654Interest expense(1,431)
(103)
(3,795)
(416)Other income (expense), net(403)
453
119
1,077Income before income taxes23,117
28,633
92,124
81,053Income tax expense (benefit)8,468
(2,360)
21,467
4,947Net income$    14,649
$    30,993
$    70,657
$    76,106Net income per common share:

Basic$       0.34
$       0.70
$       1.61
$       1.74Diluted$       0.34
$       0.69
$       1.58
$       1.68Weighted average common shares outstanding:

Basic43,047
44,066
43,976
43,850Diluted43,263
45,158
44,654
45,187 Commvault Systems, Inc.Condensed Consolidated Balance Sheets(In thousands)(Unaudited)

March 31,
March 31,

2026
2025ASSETSCurrent assets:

Cash and cash equivalents
$        899,987
$        302,103Trade accounts receivable, net
330,483
251,995Assets held for sale
—
34,770Other current assets
56,040
46,189Total current assets
1,286,510
635,057

Deferred tax assets, net
153,766
133,378Property and equipment, net
9,750
8,294Operating lease assets
34,920
10,124Deferred commissions cost
103,892
79,309Intangible assets, net
19,715
20,737Goodwill
209,322
185,255Other assets
68,430
46,112Total assets
$     1,886,305
$     1,118,266

LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:

Accounts payable
$             651
$             373Accrued liabilities
165,583
147,133Current portion of operating lease liabilities
6,963
4,614Deferred revenue
484,973
402,930Total current liabilities
658,170
555,050

Convertible notes, net
880,863
—Deferred revenue, less current portion
293,725
223,282Deferred tax liabilities
1,565
1,384Long-term operating lease liabilities
29,675
6,338Other liabilities
14,813
7,090

Total stockholders' equity
7,494
325,122Total liabilities and stockholders' equity
$     1,886,305
$     1,118,266 Commvault Systems, Inc.Consolidated Statements of Cash Flows(In thousands)(Unaudited)

Three Months EndedMarch 31,
Year EndedMarch 31,
2026
2025
2026
2025Cash flows from operating activities

Net income$   14,649
$   30,993
$   70,657
$   76,106Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization2,563
2,401
10,348
9,072Amortization of debt issuance costs1,138
28
2,808
115Amortization of deferred commissions costs13,394
9,658
47,741
33,414Noncash stock-based compensation31,964
28,992
123,425
113,262Noncash operating lease expense1,966
2,082
8,116
6,408Noncash change in fair value of equity securities474
(396)
68
(364)Noncash change in fair value of contingent consideration—
(426)
(545)
2,060Noncash adjustment on headquarters sale leaseback—
—
495
—Noncash impairment charges—
—
—
2,910Noncash lease impairment1,374
—
1,374
—Deferred income taxes(2,018)
(17,194)
7,700
(23,474)Changes in operating assets and liabilities:

Trade accounts receivable, net27,017
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 payable399
292
252
(948)Accrued liabilities13,339
15,140
11,562
25,235Deferred revenue52,939
29,749
136,410
87,659Other liabilities869
3,541
723
3,538Net cash provided by operating activities132,185
76,955
244,680
207,382Cash 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 acquired200
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 plans7,529
6,437
14,503
17,537Proceeds 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
185Net increase (decrease) in cash and cash equivalents(126,359)
58,528
597,884
(10,651)Cash and cash equivalents at beginning of period1,026,346
243,575
302,103
312,754Cash 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$        —
$        —
$        —
$    4,900Operating 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 EndedMarch 31,
Year EndedMarch 31,
2026
2025
2026
2025Non-GAAP financial measures and reconciliation:

GAAP income from operations$  16,638
$  26,727
$  73,990
$  73,738Noncash stock-based compensation529,247
28,840
118,886
108,615FICA and payroll tax expense related to stock-based compensation6691
1,767
4,140
5,459Restructuring718,603
812
32,154
10,026Amortization of intangible assets81,256
1,176
4,722
3,705Litigation settlement9—
—
—
675Business combination costs10—
201
1,902
2,541Change in contingent consideration11—
(426)
(545)
2,060Adjustment on headquarters sale leaseback12—
—
495
—Noncash impairment charges13—
—
—
2,910Other 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
$  76,106Noncash stock-based compensation529,247
28,840
118,886
108,615FICA and payroll tax expense related to stock-based compensation6691
1,767
4,140
5,459Restructuring718,603
812
32,154
10,026Amortization of intangible assets81,256
1,176
4,722
3,705Litigation settlement9—
—
—
675Business combination costs10—
201
1,902
2,541Change in contingent consideration11—
(426)
(545)
2,060Adjustment on headquarters sale leaseback12—
—
495
—Noncash impairment charges13—
—
—
2,910Other 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
$     1.68Noncash stock-based compensation50.68
0.64
2.66
2.40FICA and payroll tax expense related to stock-based compensation60.02
0.04
0.09
0.12Restructuring70.43
0.02
0.72
0.22Amortization of intangible assets80.03
0.03
0.11
0.08Litigation settlement9—
—
—
0.01Business combination costs10—
—
0.04
0.06Change in contingent consideration11—
(0.01)
(0.01)
0.05Adjustment on headquarters sale leaseback12—
—
0.01
—Noncash impairment charges13—
—
—
0.06Other 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
$     3.65GAAP diluted weighted average shares outstanding43,263
45,158
44,654
45,187

Three Months Ended
March 31,
Year EndedMarch 31,
2026
2025
2026
2025Non-GAAP gross margin reconciliation:

GAAP gross margin81.4 %
82.6 %
81.2 %
82.0 %Cost of revenues related to noncash stock-based compensation0.4 %
0.5 %
0.4 %
0.6 %Non-GAAP gross margin81.8 %
83.1 %
81.6 %
82.6 %

Three Months Ended
March 31,
Year EndedMarch 31,
2026
2025
2026
2025Non-GAAP free cash flow reconciliation:

GAAP cash provided by operating activities$ 132,185
$  76,955
$ 244,680
$ 207,382Purchase of property and equipment(344)
(783)
(7,529)
(3,756)Non-GAAP free cash flow$ 131,841
$  76,172
$ 237,151
$ 203,626Use of Non-GAAP Financial MeasuresCommvault 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
2025Cost of revenues$           1,344
$           1,324
$          5,239
$          5,744Sales and marketing12,469
12,599
51,173
47,627Research and development6,977
6,225
28,538
24,028General and administrative8,457
8,692
33,936
31,216Stock-based compensation expense$          29,247
$          28,840
$       118,886
$       108,615The 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.NotesAnnualized 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.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."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.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 downgrades. 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.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.Represents additional FICA and related payroll tax expenses incurred by Commvault when employees vest in restricted stock awards.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.Represents noncash amortization of intangible assets.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.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.Represents the change in the estimated fair value of the contingent consideration arrangement related to the acquisition of Appranix, Inc.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.Represents noncash impairment charges related to our corporate headquarters.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.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'26Revenues:

Subscription:

Term-based license$ 109,282
$   92,647
$ 118,950
$ 114,445
$ 435,324Term-based support47,582
49,686
50,962
53,933
202,163Software-as-a-service72,445
80,018
87,379
93,139
332,981Total subscription229,309
222,351
257,291
261,517
970,468Perpetual license7,335
12,073
13,675
10,129
43,212Perpetual support31,439
30,543
29,309
26,972
118,263Other services 13,895
11,221
13,557
13,074
51,747Total 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
$   10,662Software-as-a-service25,972
29,187
31,587
31,555
118,301Perpetual license245
194
60
32
531Customer support14,207
14,847
15,428
14,397
58,879Other services 8,111
8,402
9,221
9,013
34,747Total cost of revenues $   50,777
$   55,044
$   59,295
$   58,004
$ 223,120

Fiscal 2025
Q1'25
Q2'25
Q3'25
Q4'25
FY'25Revenues:

Subscription:

Term-based license$   80,405
$   84,427
$   97,625
$ 107,954
$ 370,411Term-based support39,727
41,829
43,047
44,605
169,208Software-as-a-service43,675
49,611
60,696
65,274
219,256Total subscription163,807
175,867
201,368
217,833
758,875Perpetual license13,736
10,522
16,423
14,962
55,643Perpetual support36,561
35,859
34,031
31,904
138,355Other services 10,568
11,030
10,808
10,340
42,746Total 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
$    9,558Software-as-a-service15,762
17,161
23,373
23,045
79,341Perpetual license337
441
410
312
1,500Customer support14,263
15,311
14,360
13,746
57,680Other services 7,648
7,578
7,823
7,907
30,956Total cost of revenues $   39,788
$   42,862
$   48,619
$   47,766
$ 179,035In 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
Q4'26Total ARR$     996,202
$   1,043,295
$   1,084,880
$   1,121,571Subscription ARR867,306
918,130
966,260
1,014,729

Fiscal 2025
Q1'25
Q2'25
Q3'25
Q4'25Total ARR$     802,709
$     853,265
$     889,628
$     930,051Subscription ARR657,330
708,993
755,358
802,390

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Original: Commvault Announces Fourth Quarter Fiscal 2026 Financial Results

Commvault Announces Third Quarter Fiscal 2026 Financial ResultsJanuary 27, 2026 12:45 PM
PR Newswire (US)

Total Revenue climbs +19% year over year to a record $314 millionAnnualized recurring revenue (ARR)1 reaches $1,085 million, up +22% year over yearSets high for new customers added in fiscal 2026
TINTON FALLS, N.J., Jan. 27, 2026 /PRNewswire/ -- Commvault (Nasdaq: CVLT) today announced its financial results for the fiscal third quarter ended December 31, 2025.

"Commvault delivered another quarter of healthy growth and profitability driven by record customer engagement and adoption," said Sanjay Mirchandani, President and CEO, Commvault. "Customers and partners are turning to Commvault because they require an AI-enabled platform that addresses rapidly evolving identity and emerging threats, supports compliance, and brings resilience to hybrid and multi-cloud environments."Notes are contained at the end of this press release Third Quarter Fiscal 2026 Highlights -Total revenues were $314 million, up 19% year over yearTotal ARR1 grew to $1,085 million, up 22% year over year, or 17% on a constant currency basis using March 31, 2025 spot ratesSubscription revenue was $206 million, up 30% year over year, inclusive of term-based license revenue of $119 million, up 22% year over year, and SaaS revenue of $87 million, up 44% year over yearSubscription ARR1 grew to $941 million, up 28% year over year, or 24% on a constant currency basis using March 31, 2025 spot ratesIncome from operations (EBIT) was $20 million, an operating margin of 6.3%Non-GAAP EBIT2 was $61 million, an operating margin of 19.6%Operating cash flow was $4 million, with free cash flow2 of $2 million, impacted by the timing of certain working capital itemsRecent Business Highlights -Commvault released the Commvault Cloud Unity Platform, unifying data security, cyber recovery and identity resilience across cloud, hybrid and on-premise environments.Commvault and Delinea announced a new partnership that expands Commvault's unified data security, identity resilience, and cyber recovery offerings within the Commvault Cloud platform, enabling customers to manage credentials and limit privilege misuse.Commvault received a 2025 Geography and Global AWS Partner Award, being named the Global Storage Partner of the Year.Commvault announced a partnership with Pinecone, enabling customers to protect and recover vector database workloads that support enterprise AI applications.Financial Outlook for Fourth Quarter and Full Year Fiscal 20263 -We are providing the following guidance for the fourth quarter of fiscal year 2026, based on current macroeconomic conditions:Total revenues are expected to be between $305 million and $308 millionSubscription revenue is expected to be between $203 million and $207 millionNon-GAAP gross margin2 is expected to be approximately 81%Non-GAAP EBIT margin2 is expected to be approximately 19%We are providing the following updated guidance for the full fiscal year 2026, based on current macroeconomic conditions:Total revenues are expected to be between $1,177 million and $1,180 millionTotal ARR1 is expected to grow approximately 18% year over yearSubscription revenue is expected to be between $764 million and $768 millionSubscription ARR1 is expected to grow approximately 24% year over yearNon-GAAP gross margin2 is expected to be between 81% and 81.5%Non-GAAP EBIT margin2 is expected to be between 19% and 20%Free cash flow2 is expected to be between $215 million and $220 million, reflecting one-time payments associated with the cost optimization program (restructuring plan) initiated in the third quarterThe above statements are based on the incorporation of actual third quarter results and current targets. 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, January 27, 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.Overview
($ in thousands)
Q3'25
Q4'25
Q1'26
Q2'26
Q3'26
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
GrowthSubscription:

Term-based license$ 97,62521 %
$ 107,95433 %
$ 109,28236 %
$ 92,64710 %
$ 118,95022 %SaaS60,69682 %
65,27469 %
72,44566 %
80,01861 %
87,37944 %Total subscription158,32139 %
173,22845 %
181,72746 %
172,66529 %
206,32930 %Perpetual license16,42310 %
14,962(2) %
7,335(47) %
12,07315 %
13,675(17) %Customer support77,078— %
76,509(1) %
79,0214 %
80,2293 %
80,2714 %Other services10,808(1) %
10,340(8) %
13,89531 %
11,2212 %
13,55725 %Total revenues$ 262,63021 %
$ 275,03923 %
$ 281,97826 %
$ 276,18818 %
$ 313,83219 %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.
Q3'25
Revenue as
Reported
(GAAP)
Q3'26
Revenue as
Reported
(GAAP)
Constant
Currency
Impact
% Change Y/Y
(GAAP)
% Change Y/Y
Constant
CurrencySubscription:

Term-based license$           97,625
$        118,950
$          (4,483)
22 %
17 %SaaS60,696
87,379
(1,733)
44 %
41 %Total subscription158,321
206,329
(6,216)
30 %
26 %Perpetual license16,423
13,675
(497)
(17) %
(20) %Customer support77,078
80,271
(2,192)
4 %
1 %Other services10,808
13,557
(606)
25 %
20 %Total$        262,630
$        313,832
$          (9,511)
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.
Q3'25
Q4'25
Q1'26
Q2'26
Q3'26
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
Growth
RevenueY/Y
GrowthAmericas$ 155,43524 %
$ 169,38429 %
$ 170,92823 %
$ 168,12516 %
$ 178,85215 %International107,19517 %
105,65515 %
111,05029 %
108,06322 %
134,98026 %Total revenues$ 262,63021 %
$ 275,03923 %
$ 281,97826 %
$ 276,18818 %
$ 313,83219 %Total ARR, Subscription ARR and SaaS ARR1
($ in thousands)
Q3'25
Q4'25
Q1'26
Q2'26
Q3'26Total ARR1$        889,628
$        930,051
$        996,202
$     1,043,295
$     1,084,880Subscription ARR1$        734,212
$        780,098
$        843,873
$        893,707
$        940,859SaaS ARR1$        258,957
$        281,045
$        306,874
$        335,669
$        363,732Constant 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.
Q3'25
Q4'25
Q1'26
Q2'26
Q3'26Total ARR1 as Reported$        889,628
$        930,051
$        996,202
$     1,043,295
$     1,084,880As Reported NNARR$          36,363
$          40,423
$          66,151
$          47,093
$          41,585Total ARR1 using March 31, 2025 rates$        899,365
$        930,051
$        969,693
$     1,016,697
$     1,055,806Constant currency NNARR$          61,291
$          30,686
$          39,642
$          47,004
$          39,109

Subscription ARR1 as Reported$        734,212
$        780,098
$        843,873
$        893,707
$        940,859As Reported NNARR$          47,162
$          45,886
$          63,775
$          49,834
$          47,152Subscription ARR1 using March 31, 2025 rates$        741,526
$        780,098
$        822,695
$        872,065
$        916,722Constant currency NNARR$          66,196
$          38,572
$          42,597
$          49,370
$          44,657

SaaS ARR1 as Reported$        258,957
$        281,045
$        306,874
$        335,669
$        363,732As Reported NNARR$          44,125
$          22,088
$          25,829
$          28,795
$          28,063SaaS ARR1 using March 31, 2025 rates$        261,416
$        281,045
$        299,017
$        327,781
$        354,888Constant currency NNARR$          50,831
$          19,629
$          17,972
$          28,764
$          27,107 Additional Financial InformationGAAP net income was $18 million, or $0.40 per diluted share for the three months ended December 31, 2025GAAP gross margin was 81.1% and non-GAAP gross margin2 was 81.5% for the three months ended December 31, 2025We repurchased approximately 327,000 shares of common stock for $41 million during the three months ended December 31, 2025Commvault's Board of Directors approved recommitting our share repurchase program so that $250 million was made available as of January 14, 2026Weighted average diluted shares outstanding were approximately 45 million for the period ended December 31, 2025Cash and cash equivalents totaled $1,026 million as of December 31, 2025SaaS net dollar retention rate (NRR)4 was 121% as of December 31, 2025At the end of the third quarter, we initiated a cost optimization program aimed to align our cost structure to the evolving needs of the business. Refer to Note 7 below for further details. Commvault Systems, Inc.
Consolidated Statements of Operations(In thousands, except per share data)(Unaudited)

Three Months Ended
December 31,
Nine Months Ended
December 31,
2025
2024
2025
2024Revenues:

Subscription:

Term-based license$    118,950
$       97,625
$    320,879
$    262,457Software-as-a-service87,379
60,696
239,842
153,982Total subscription206,329
158,321
560,721
416,439Perpetual license13,675
16,423
33,083
40,681Customer support80,271
77,078
239,521
231,054Other services13,557
10,808
38,673
32,406Total revenues313,832
262,630
871,998
720,580Cost of revenues:

Subscription:

Term-based license2,999
2,653
7,655
6,802Software-as-a-service31,587
23,373
86,746
56,296Total subscription34,586
26,026
94,401
63,098Perpetual license60
410
499
1,188Customer support15,428
14,360
44,482
43,934Other services9,221
7,823
25,734
23,049Total cost of revenues59,295
48,619
165,116
131,269Gross margin254,537
214,011
706,882
589,311Operating expenses:

Sales and marketing139,314
116,068
384,033
313,965Research and development42,230
40,010
122,151
106,953General and administrative38,732
35,133
122,555
100,101Depreciation and amortization2,606
2,730
7,785
6,671Restructuring 11,885
3,969
13,551
9,214Change in contingent consideration—
2,486
(545)
2,486Impairment charges—
—
—
2,910Total operating expenses234,767
200,396
649,530
542,300Income from operations19,770
13,615
57,352
47,011Interest income8,401
1,564
13,497
5,098Interest expense(1,449)
(104)
(2,364)
(313)Other income, net302
31
522
624Income before income taxes27,024
15,106
69,007
52,420Income tax expense9,242
4,085
12,999
7,307Net income$       17,782
$       11,021
$       56,008
$       45,113Net income per common share:

Basic$           0.40
$           0.25
$           1.26
$           1.03Diluted$           0.40
$           0.24
$           1.24
$           1.00Weighted average common shares outstanding:

Basic44,111
43,889
44,281
43,779Diluted44,613
45,184
45,063
45,177 Commvault Systems, Inc.
Condensed Consolidated Balance Sheets(In thousands)(Unaudited)

December 31,
March 31,

2025
2025ASSETSCurrent assets:

Cash and cash equivalents
$          1,026,346
$              302,103Trade accounts receivable, net
361,846
251,995Assets held for sale
—
34,770Other current assets
56,869
46,189Total current assets
1,445,061
635,057

Deferred tax assets, net
151,879
133,378Property and equipment, net
11,140
8,294Operating lease assets
37,770
10,124Deferred commissions cost
94,933
79,309Intangible assets, net
20,971
20,737Goodwill
210,840
185,255Other assets
65,540
46,112Total assets
$          2,038,134
$          1,118,266

LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:

Accounts payable
$                      268
$                      373Accrued liabilities
152,636
147,133Current portion of operating lease liabilities
6,992
4,614Deferred revenue
456,732
402,930Total current liabilities
616,628
555,050

Convertible notes, net
879,827
—Deferred revenue, less current portion
276,149
223,282Deferred tax liabilities
1,528
1,384Long-term operating lease liabilities
31,826
6,338Other liabilities
15,445
7,090

Total stockholders' equity
216,731
325,122Total liabilities and stockholders' equity
$          2,038,134
$          1,118,266 Commvault Systems, Inc.
Consolidated Statements of Cash Flows(In thousands)(Unaudited)

Three Months Ended
December 31,
Nine Months Ended
December 31,
2025
2024
2025
2024Cash flows from operating activities

Net income$     17,782
$     11,021
$     56,008
$     45,113Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization3,782
2,759
9,455
6,758Noncash stock-based compensation29,057
31,463
91,461
84,270Noncash operating lease expense2,740
1,378
6,150
4,326Noncash change in fair value of equity securities(207)
167
(406)
32Noncash change in fair value of contingent consideration—
2,486
(545)
2,486Noncash adjustment on headquarters sale leaseback—
—
495
—Noncash impairment charges—
—
—
2,910Deferred income taxes142
2,203
9,718
(6,280)Amortization of deferred commissions cost12,137
8,279
34,347
23,756Changes in operating assets and liabilities:

Trade accounts receivable, net(124,987)
(88,550)
(100,981)
(65,437)Operating lease liabilities(2,287)
(1,200)
(5,934)
(5,173)Other current assets and Other assets(12,240)
4,778
(18,143)
436Deferred commissions cost(21,747)
(12,112)
(50,531)
(29,532)Accounts payable(59)
(1,035)
(147)
(1,240)Accrued liabilities43,453
21,927
(1,777)
10,095Deferred revenue55,518
46,080
83,471
57,910Other liabilities961
502
(146)
(3)Net cash provided by operating activities4,045
30,146
112,495
130,427Cash flows from investing activities

Purchase of property and equipment(2,119)
(262)
(7,185)
(2,973)Purchase of equity securities(156)
(207)
(6,782)
(788)Proceeds from sale of headquarters, net—
—
34,849
—Business combination, net of cash acquired—
(44,909)
(26,015)
(65,909)Net cash used in investing activities(2,275)
(45,378)
(5,133)
(69,670)Cash flows from financing activities

Repurchase of common stock(40,740)
(31,899)
(186,813)
(135,194)Proceeds from stock-based compensation plans—
—
6,974
11,100Proceeds from issuance of convertible notes—
—
900,000
—Purchase of capped calls—
—
(99,630)
—Payment of debt issuance costs(1,158)
—
(23,400)
—Other(18)
—
(48)
—Net cash provided by (used in) financing activities(41,916)
(31,899)
597,083
(124,094)Effects of exchange rate — changes in cash2,937
(12,365)
19,798
(5,842)Net increase (decrease) in cash and cash equivalents(37,209)
(59,496)
724,243
(69,179)Cash and cash equivalents at beginning of period1,063,555
303,071
302,103
312,754Cash and cash equivalents at end of period$ 1,026,346
$   243,575
$ 1,026,346
$   243,575Supplemental disclosures of noncash activities

Issuance of common stock for business combination$             —
$             —
$             —
$       4,900Operating lease liabilities arising from obtaining right-of-use assets$     12,916
$           220
$     35,081
$       4,687 Commvault Systems, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (In thousands, except per share data)(Unaudited)

Three Months Ended
December 31,
Nine Months Ended
December 31,
2025
2024
2025
2024Non-GAAP financial measures and reconciliation:

GAAP income from operations$   19,770
$   13,615
$   57,352
$   47,011Noncash stock-based compensation527,721
31,156
89,639
79,775FICA and payroll tax expense related to stock-based compensation6812
1,557
3,449
3,692Restructuring711,885
3,969
13,551
9,214Amortization of intangible assets81,255
1,383
3,466
2,529Litigation settlement9—
—
—
675Business combination costs1012
415
1,902
2,340Change in contingent consideration11—
2,486
(545)
2,486Adjustment on headquarters sale leaseback12—
—
495
—Noncash impairment charges13—
—
—
2,910Other nonrecurring charges14—
—
1,805
—Non-GAAP income from operations$   61,455
$   54,581
$ 171,114
$ 150,632

GAAP net income$   17,782
$   11,021
$   56,008
$   45,113Noncash stock-based compensation527,721
31,156
89,639
79,775FICA and payroll tax expense related to stock-based compensation6812
1,557
3,449
3,692Restructuring711,885
3,969
13,551
9,214Amortization of intangible assets81,255
1,383
3,466
2,529Litigation settlement9—
—
—
675Business combination costs1012
415
1,902
2,340Change in contingent consideration11—
2,486
(545)
2,486Adjustment on headquarters sale leaseback12—
—
495
—Noncash impairment charges13—
—
—
2,910Other nonrecurring charges14—
—
1,805
—Non-GAAP provision for income taxes adjustment15(7,249)
(9,373)
(30,866)
(30,143)Non-GAAP net income$   52,218
$   42,614
$ 138,904
$ 118,591

GAAP diluted earnings per share$       0.40
$       0.24
$       1.24
$       1.00Noncash stock-based compensation50.62
0.69
1.99
1.77FICA and payroll tax expense related to stock-based compensation60.02
0.03
0.08
0.08Restructuring70.27
0.09
0.30
0.20Amortization of intangible assets80.03
0.03
0.08
0.06Litigation settlement9—
—
—
0.01Business combination costs10—
0.01
0.04
0.05Change in contingent consideration11—
0.06
(0.01)
0.06Adjustment on headquarters sale leaseback12—
—
0.01
—Noncash impairment charges13—
—
—
0.06Other nonrecurring charges14—
—
0.04
—Non-GAAP provision for income taxes adjustment15(0.17)
(0.21)
(0.69)
(0.66)Non-GAAP diluted earnings per share$       1.17
$       0.94
$       3.08
$       2.63GAAP diluted weighted average shares outstanding44,613
45,184
45,063
45,177

Three Months Ended
December 31,
Nine Months Ended
December 31,
2025
2024
2025
2024Non-GAAP gross margin reconciliation:

GAAP gross margin81.1 %
81.5 %
81.1 %
81.8 %Cost of revenues related to noncash stock-based compensation0.4 %
0.5 %
0.4 %
0.6 %Non-GAAP gross margin81.5 %
82.0 %
81.5 %
82.4 %

Three Months Ended
December 31,
Nine Months Ended
December 31,
2025
2024
2025
2024Non-GAAP free cash flow reconciliation:

GAAP cash provided by operating activities$     4,045
$   30,146
$ 112,495
$ 130,427Purchase of property and equipment(2,119)
(262)
(7,185)
(2,973)Non-GAAP free cash flow$     1,926
$   29,884
$ 105,310
$ 127,454 Use of Non-GAAP Financial MeasuresCommvault 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, which are included in this press release.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. 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
December 31,
Nine Months Ended
December 31,
2025
2024
2025
2024Cost of revenues$       1,323
$       1,465
$       3,895
$       4,420Sales and marketing13,361
13,911
38,704
35,028Research and development6,739
7,084
21,561
17,803General and administrative6,298
8,696
25,479
22,524Stock-based compensation expense$    27,721
$    31,156
$    89,639
$    79,775The 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 gross margin, 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.NotesAnnualized recurring revenue (ARR) is defined as the annualized recurring value of all active contracts at the end of a reporting period. It includes recurring subscription offerings (including term licenses, SaaS, and utility software), maintenance related to perpetual and term licenses, extended maintenance contracts (enterprise support), and managed services. It excludes non-recurring elements such as perpetual licenses and professional services which are typically delivered at a point in time. ARR is calculated by dividing the total contract value by the number of days in the contract term and multiplying by 365. Subscription ARR includes only term licenses, SaaS, and utility arrangements, calculated using the same methodology as ARR. SaaS ARR includes only the cloud-hosted portion of subscription ARR and is calculated using the same methodology.

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.
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."
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.
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 downgrades. 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.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.
Represents additional FICA and related payroll tax expenses incurred by Commvault when employees vest in restricted stock awards.
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.Represents noncash amortization of intangible assets.
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.
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.
Represents the change in the estimated fair value of the contingent consideration arrangement related to the acquisition of Appranix, Inc.
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 an $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.
Represents noncash impairment charges related to our corporate headquarters.
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.The provision for income taxes is adjusted to reflect Commvault's estimated non-GAAP effective tax rate of 24%.

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Original: Commvault Announces Third Quarter Fiscal 2026 Financial Results