Form 8-K

8-K — COMMVAULT SYSTEMS INC

Accession: 0001169561-26-000032

Filed: 2026-10-27

Period: 2026-10-27

CIK: 0001169561

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cvlt-20261027.htm (Primary)

EX-99.1 (q2fy27pressrelease.htm)

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GRAPHIC (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: cvlt-20261027.htm · Sequence: 1

cvlt-20261027

0001169561false00011695612026-10-272026-10-27

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) October 27, 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 October 27, 2026, Commvault issued a press release announcing its results for its second fiscal quarter ended September 30, 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 October 27, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in 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.

Date: October 27, 2026 /s/ Gary Merrill

Gary Merrill

Chief Financial Officer

(Principal Financial Officer)

EX-99.1

Filename: q2fy27pressrelease.htm · Sequence: 2

Document

Commvault Announces Second Quarter Fiscal 2027 Financial Results

Subscription revenue1 climbs +21% year over year to $269 million

Subscription annualized recurring revenue (ARR)1,2 reaches $1,104 million, up +20% year over year

Operating cash flow of $75 million, with free cash flow3 of $71 million

Tinton Falls, N.J. – October 27, 2026 – Commvault (Nasdaq: CVLT) today announced its financial results for the fiscal second quarter ended September 30, 2026.

"With AI accelerating both innovation and risk in the enterprise, resilience continues to be a business imperative," said Sanjay Mirchandani, President and CEO, Commvault. "Enterprises globally are increasingly turning to Commvault to stay resilient as they navigate more data, more identities, and greater complexity. We believe our strong Q2 results reflect that momentum, driving durable growth and shareholder value."

Notes are contained at the end of this press release

Second Quarter Fiscal 2027 Highlights -

•Subscription revenue was $269 million, up 21% year over year, inclusive of:

◦SaaS revenue of $106 million, up 33% year over year

•Subscription ARR grew to $1,104 million, up 20% year over year

◦Constant currency subscription ARR was $1,107 million, with fiscal Q2 net new subscription ARR of $51 million on a constant currency basis using March 31, 2026 spot rates

•Income from operations (EBIT) was $30 million, an operating margin of 9.7%

•Non-GAAP EBIT3 was $68 million, an operating margin of 21.9%

•Operating cash flow was $75 million, with free cash flow of $71 million

Recent Business Highlights -

•Commvault introduced Commvault Active Directory Pre Recover, a new Identity Resilience innovation designed to reduce clean recovery of Active Directory from hours to minutes.

•Commvault expanded its FedRAMP High Authorized Cyber Resilience Services to managed services providers for protection and recovery of sensitive government data while supporting evolving federal cybersecurity requirements.

•Commvault integrated Threat Scan with Google Threat Intelligence to help organizations identify clean recovery points faster and accelerate recovery following cyberattacks.

Financial Outlook for Third Quarter and Full Year Fiscal 20274 -

We are providing the following guidance for the third quarter of fiscal year 2027:

•Subscription revenue is expected to be between $293 million and $297 million

•Non-GAAP EBIT margin is expected to be between 20.5% and 21.0%

We are providing the following updated guidance for the full fiscal year 2027:

•Subscription revenue is expected to be between $1,127 million and $1,133 million

•Subscription ARR is expected to be between $1,205 million and $1,215 million

•Non-GAAP EBIT margin is expected to be between 21.0% and 21.5%

•Free cash flow is expected to be between $255 million and $265 million

•Diluted shares outstanding are expected to be approximately 42 million

Financial Outlook for Full Year Fiscal 2027 Subscription ARR -

($ in millions)

FY'27 guidance as of June 30, 2026 (midpoint) $ 1,205

YTD currency impact using March 31, 2026 rates (3)

Adjustment on revised annual outlook 8

FY'27 updated guidance as of September 30, 2026 (midpoint)

$ 1,210

The above guidance metrics contemplate current macroeconomic conditions. 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, October 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) delivers continuous recovery for the AI era. We help organizations stay ready for constant disruption by returning critical data, applications, identities, and AI systems to a clean, trusted state. Our purpose-built recovery solutions span cloud-native and hybrid environments, leveraging AI to enable resilience at enterprise scale.

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)

Q2'26 Q3'26 Q4'26 Q1'27 Q2'27

Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth

Subscription:

Term-based license $ 92,647 10 % $ 118,950 22 % $ 114,445 6 % $ 110,420 1 % $ 105,002 13 %

Term-based support 49,686 19 % 50,962 18 % 53,933 21 % 56,057 18 % 57,307 15 %

SaaS 80,018 61 % 87,379 44 % 93,139 43 % 100,550 39 % 106,203 33 %

Total subscription 222,351 26 % 257,291 28 % 261,517 20 % 267,027 16 % 268,512 21 %

Perpetual license 12,073 15 % 13,675 (17) % 10,129 (32) % 8,695 19 % 7,205 (40) %

Perpetual support 30,543 (15) % 29,309 (14) % 26,972 (15) % 25,475 (19) % 23,482 (23) %

Other services 11,221 2 % 13,557 25 % 13,074 26 % 12,934 (7) % 13,190 18 %

Total revenues $ 276,188 18 % $ 313,832 19 % $ 311,692 13 % $ 314,131 11 % $ 312,389 13 %

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.

Q2'26 Revenue as Reported (GAAP)

Q2'27 Revenue as Reported (GAAP)

Constant Currency Impact % Change Y/Y (GAAP) % Change Y/Y Constant Currency

Subscription:

Term-based license $ 92,647 $ 105,002 $ 430 13% 14%

Term-based support 49,686 57,307 136 15% 16%

SaaS 80,018 106,203 (1) 33% 33%

Total subscription 222,351 268,512 565 21% 21%

Perpetual license 12,073 7,205 128 (40)% (39)%

Perpetual support 30,543 23,482 255 (23)% (22)%

Other services 11,221 13,190 (14) 18% 17%

Total $ 276,188 $ 312,389 $ 934 13% 13%

Disaggregation of Revenues

($ in thousands)

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

Q2'26 Q3'26 Q4'26 Q1'27 Q2'27

Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth Revenue Y/Y Growth

Americas $ 168,125 16 % $ 178,852 15 % $ 184,977 9 % $ 186,779 9 % $ 194,103 15 %

International 108,063 22 % 134,980 26 % 126,715 20 % 127,352 15 % 118,286 9 %

Total revenues $ 276,188 18 % $ 313,832 19 % $ 311,692 13 % $ 314,131 11 % $ 312,389 13 %

Subscription ARR and SaaS ARR

($ in thousands)

Q2'26 Q3'26 Q4'26 Q1'27 Q2'27

Subscription ARR 918,130 966,260 1,014,729 1,054,311 1,103,909

SaaS ARR 335,669 363,732 400,157 424,337 454,406

Constant Currency - Subscription ARR

($ in thousands)

Constant currency ARR is calculated using the foreign exchange spot rates from March 31, 2026 and applying these rates to foreign-denominated results in the periods presented.

Q1'27 Q2'27

Constant Currency Subscription ARR

Term-based Software ARR $ 630,864 $ 651,402

SaaS ARR 424,879 455,387

Constant Currency Subscription ARR $ 1,055,743 $ 1,106,789

Constant Currency Subscription Net New ARR

Term-based Software ARR $ 16,457 $ 20,538

SaaS ARR 24,827 30,508

Constant Currency Subscription Net New ARR $ 41,284 $ 51,046

Additional Financial Information

•During the six months ended September 30, 2026, we repurchased approximately 906,000 shares of common stock for $119 million

•Weighted average diluted shares outstanding were approximately 42 million for the period ended September 30, 2026

•Cash and cash equivalents totaled $897 million as of September 30, 2026

•Subscription net dollar retention rate5 was 113%

Commvault Systems, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three Months Ended September 30, Six Months Ended September 30,

2026 2025 2026 2025

Revenues:

Subscription:

Term-based license $ 105,002 $ 92,647 $ 215,422 $ 201,929

Term-based support 57,307 49,686 113,364 97,268

Software-as-a-service 106,203 80,018 206,753 152,463

Total subscription 268,512 222,351 535,539 451,660

Perpetual license 7,205 12,073 15,900 19,408

Perpetual support 23,482 30,543 48,957 61,982

Other services 13,190 11,221 26,124 25,116

Total revenues 312,389 276,188 626,520 558,166

Cost of revenues:

Term-based license 3,465 2,414 7,708 4,656

Software-as-a-service 31,812 29,187 61,464 55,159

Perpetual license 228 194 399 439

Customer support 14,347 14,847 29,046 29,054

Other services 9,018 8,402 17,862 16,513

Total cost of revenues 58,870 55,044 116,479 105,821

Gross margin 253,519 221,144 510,041 452,345

Operating expenses:

Sales and marketing 135,529 122,240 275,324 244,719

Research and development 42,292 39,859 81,834 79,921

General and administrative 42,211 42,553 88,962 83,823

Depreciation and amortization 2,786 2,572 5,105 5,179

Restructuring 324 1,429 2,720 1,666

Change in contingent consideration — — — (545)

Total operating expenses 223,142 208,653 453,945 414,763

Income from operations 30,377 12,491 56,096 37,582

Interest income 8,439 3,087 16,126 5,096

Interest expense (1,482) (637) (2,955) (915)

Other income, net 1,420 159 1,689 220

Income before income taxes 38,754 15,100 70,956 41,983

Income tax expense 9,643 370 20,706 3,757

Net income $ 29,111 $ 14,730 $ 50,250 $ 38,226

Net income per common share:

Basic $ 0.71 $ 0.33 $ 1.22 $ 0.86

Diluted $ 0.69 $ 0.33 $ 1.19 $ 0.84

Weighted average common shares outstanding:

Basic 41,261 44,406 41,303 44,366

Diluted 42,221 45,195 42,057 45,264

Commvault Systems, Inc.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

September 30, March 31,

2026 2026

ASSETS

Current assets:

Cash and cash equivalents $ 897,250 $ 899,987

Trade accounts receivable, net 280,575 330,483

Other current assets 62,295 56,040

Total current assets 1,240,120 1,286,510

Deferred tax assets, net 145,975 153,766

Property and equipment, net 13,479 9,750

Operating lease assets 35,956 34,920

Deferred commissions cost 113,437 103,892

Intangible assets, net 17,204 19,715

Goodwill 209,168 209,322

Other assets 99,723 68,430

Total assets $ 1,875,062 $ 1,886,305

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 493 $ 651

Accrued liabilities 159,107 165,583

Current portion of operating lease liabilities 7,443 6,963

Deferred revenue 472,746 484,973

Total current liabilities 639,789 658,170

Convertible notes, net 882,989 880,863

Deferred revenue, less current portion 291,114 293,725

Deferred tax liabilities 1,134 1,565

Long-term operating lease liabilities 30,937 29,675

Other liabilities 16,565 14,813

Total stockholders’ equity 12,534 7,494

Total liabilities and stockholders’ equity $ 1,875,062 $ 1,886,305

Commvault Systems, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended September 30, Six Months Ended September 30,

2026 2025 2026 2025

Cash flows from operating activities

Net income $ 29,111 $ 14,730 $ 50,250 $ 38,226

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 2,786 2,572 5,105 5,179

Amortization of debt issuance costs 1,166 409 2,330 494

Amortization of deferred commissions costs 15,835 11,221 30,417 22,210

Noncash stock-based compensation 35,780 32,224 71,070 62,404

Noncash operating lease expense 2,008 1,774 3,924 3,410

Noncash change in fair value of contingent consideration — — — (545)

Noncash adjustment on headquarters sale leaseback — — — 495

Deferred income taxes 4,244 5,668 7,206 9,576

Other 67 (138) (115) (199)

Changes in operating assets and liabilities:

Trade accounts receivable, net (9,599) 20,258 49,115 24,006

Other current assets and Other assets (5,281) (8,281) (28,471) (5,903)

Deferred commissions cost (18,923) (13,712) (40,222) (28,784)

Accounts payable 341 232 (165) (88)

Accrued liabilities 18,072 2,030 (8,209) (45,230)

Operating lease liabilities (1,325) (1,739) (3,214) (3,647)

Deferred revenue 169 10,513 (12,139) 27,953

Other liabilities 347 (992) (414) (1,107)

Net cash provided by operating activities 74,798 76,769 126,468 108,450

Cash flows from investing activities

Purchase of property and equipment (3,932) (3,187) (4,501) (5,066)

Purchase of investments (144) (482) (8,039) (6,626)

Proceeds from sale of headquarters, net — — — 34,849

Business combination, net of cash acquired — (26,015) — (26,015)

Net cash used in investing activities (4,076) (29,684) (12,540) (2,858)

Cash flows from financing activities

Repurchase of common stock (107,741) (131,023) (117,872) (146,073)

Proceeds from stock-based compensation plans 6,585 6,974 6,585 6,974

Proceeds from issuance of convertible notes — 900,000 — 900,000

Purchase of capped calls — (99,630) — (99,630)

Payment of debt issuance costs — (20,396) — (22,242)

Other (113) (18) (188) (30)

Net cash provided by (used in) financing activities (101,269) 655,907 (111,475) 638,999

Effect of exchange rate changes on cash and cash equivalents (2,040) (2,671) (5,190) 16,861

Net increase (decrease) in cash and cash equivalents (32,587) 700,321 (2,737) 761,452

Cash and cash equivalents at beginning of period 929,837 363,234 899,987 302,103

Cash and cash equivalents at end of period $ 897,250 $ 1,063,555 $ 897,250 $ 1,063,555

Supplemental disclosures of noncash activities

Operating lease liabilities arising from obtaining right-of-use assets $ 4,262 $ 1,913 $ 5,194 $ 22,165

Debt issuance costs accrued but not paid, included in accrued liabilities $ — $ 984 $ — $ 984

Share repurchases accrued but not paid, included in accrued liabilities $ 1,419 $ — $ 1,419 $ —

Commvault Systems, Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data)

(Unaudited)

Three Months Ended September 30, Six Months Ended September 30,

2026 2025 2026 2025

Non-GAAP financial measures and reconciliation:

GAAP income from operations $ 30,377 $ 12,491 $ 56,096 $ 37,582

Noncash stock-based compensation6

35,680 31,813 70,405 61,918

FICA and payroll tax expense related to stock-based compensation7

712 838 1,589 2,637

Restructuring8

324 1,429 2,720 1,666

Amortization of intangible assets9

1,255 1,140 2,511 2,211

Business combination costs10

— 1,890 — 1,890

Change in contingent consideration11

— — — (545)

Adjustment on headquarters sale leaseback12

— — — 495

Non-recurring strategic pricing initiative costs13

— — 6,500 —

Other non-recurring charges14

— 1,805 — 1,805

Non-GAAP income from operations $ 68,348 $ 51,406 $ 139,821 $ 109,659

GAAP net income $ 29,111 $ 14,730 $ 50,250 $ 38,226

Noncash stock-based compensation 35,680 31,813 70,405 61,918

FICA and payroll tax expense related to stock-based compensation 712 838 1,589 2,637

Restructuring 324 1,429 2,720 1,666

Amortization of intangible assets 1,255 1,140 2,511 2,211

Business combination costs — 1,890 — 1,890

Change in contingent consideration — — — (545)

Adjustment on headquarters sale leaseback — — — 495

Non-recurring strategic pricing initiative costs — — 6,500 —

Other non-recurring charges — 1,805 — 1,805

Non-GAAP provision for income taxes adjustment15

(8,771) (12,593) (16,417) (23,617)

Non-GAAP net income $ 58,311 $ 41,052 $ 117,558 $ 86,686

GAAP diluted earnings per share $ 0.69 $ 0.33 $ 1.19 $ 0.84

Noncash stock-based compensation 0.85 0.70 1.67 1.37

FICA and payroll tax expense related to stock-based compensation 0.02 0.02 0.04 0.06

Restructuring 0.01 0.03 0.06 0.04

Amortization of intangible assets 0.03 0.03 0.06 0.05

Business combination costs — 0.04 — 0.04

Change in contingent consideration — — — (0.01)

Adjustment on headquarters sale leaseback — — — 0.01

Non-recurring strategic pricing initiative costs — — 0.15 —

Other non-recurring charges — 0.04 — 0.04

Non-GAAP provision for income taxes adjustment (0.22) (0.28) (0.37) (0.52)

Non-GAAP diluted earnings per share $ 1.38 $ 0.91 $ 2.80 $ 1.92

GAAP diluted weighted average shares outstanding 42,221 45,195 42,057 45,264

Three Months Ended September 30, Six Months Ended September 30,

2026 2025 2026 2025

Non-GAAP free cash flow reconciliation:

GAAP net cash provided by operating activities $ 74,798 $ 76,769 $ 126,468 $ 108,450

Purchase of property and equipment (3,932) (3,187) (4,501) (5,066)

Non-GAAP free cash flow $ 70,866 $ 73,582 $ 121,967 $ 103,384

Key Performance Indicators

We monitor subscription annualized recurring revenue ("Subscription ARR"), SaaS ARR and subscription net dollar retention rate ("Subscription NRR") to help evaluate the state of our business. We believe these metrics are material to investors to understand the growth and performance of our business, as they help normalize certain variable factors and provide a consistent view of our recurring revenue profile. Subscription ARR and SaaS ARR exclude non-recurring elements and reflect the annualized value of active contracts, while subscription NRR measures net expansion within our existing subscription customer base. Together, we believe these metrics offer meaningful insight into the health and trajectory of our recurring revenue streams. Commvault has also provided its Subscription 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. Total ARR, which also included the annualized maintenance contract on perpetual licenses, is no longer disclosed.

Use of Non-GAAP Financial Measures

We have provided in this press release the following non-GAAP financial measures: non-GAAP income from operations (EBIT), non-GAAP EBIT margin, non-GAAP net income, non-GAAP diluted earnings per share, and non-GAAP free cash flow. 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 on a constant currency basis. We analyze 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.

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 EBIT and non-GAAP EBIT margin. These non-GAAP financial measures exclude noncash stock-based compensation expense and additional Federal Insurance Contribution Act (FICA) and related payroll tax expense incurred by Commvault related to stock-based compensation. 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, non-recurring strategic pricing initiative costs, and other non-recurring 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 expense and the additional FICA and related payroll tax expense 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 expense 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 EBIT and non-GAAP EBIT 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 September 30, Six Months Ended September 30,

2026 2025 2026 2025

Cost of revenues $ 1,435 $ 1,323 $ 2,838 $ 2,572

Sales and marketing 14,642 12,757 28,810 25,343

Research and development 8,034 7,752 16,318 14,822

General and administrative 11,569 9,981 22,439 19,181

Stock-based compensation expense

$ 35,680 $ 31,813 $ 70,405 $ 61,918

The table above excludes stock-based compensation expense related to the Company's restructuring activities described below in Note 8.

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 EBIT, 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. 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 EBIT and non-GAAP EBIT 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 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.Beginning in fiscal 2027, Customer support revenue has been further disaggregated between support associated with term-based software license arrangements ("Term-based support") and support associated with perpetual software license arrangements ("Perpetual support"). Subscription revenue has also been reclassified to include Term-based support revenue, in addition to Term-based license and SaaS revenues. Prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no impact on total revenues, net income, or the underlying revenue recognition for these arrangements.

In addition, Subscription ARR has been reclassified to include enterprise support, further aligning Subscription ARR with Subscription revenue. Enterprise support consists of recurring customer success services that provide our customers with enhanced support, strategic guidance and dedicated technical expertise, and is included in Term-based support. Prior to fiscal 2027, enterprise support was included only in Total ARR. Prior period amounts have been reclassified to conform to the current period presentation. Total ARR, which also included the annualized maintenance contract on perpetual licenses, is no longer disclosed.

2.Subscription ARR represents the annualized value of all active contracts as of the end of a reporting period attributable to term‑based licenses, maintenance and support services associated with term license arrangements, enterprise support, SaaS subscriptions, and consumption‑based arrangements, 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, the applicable 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. 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.

3.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."

4.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.

5.Subscription net dollar retention rate ("Subscription NRR") includes all contracts attributable to term‑based licenses, maintenance and support services associated with term license arrangements, enterprise support, SaaS subscriptions, and consumption‑based arrangements. Subscription NRR is calculated as the percentage of subscription ARR retained from existing customers at the start of an annual period after accounting for expansion revenue, churn, and downgrades, measured on an annualized basis using the trailing four quarter average. Acquired subscription ARR is excluded until the acquisition is fully integrated, which we generally expect to occur twelve months from the close date. We believe our subscription 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.

6.Represents noncash stock-based compensation expense, exclusive of stock-based compensation expense related to Commvault's restructuring activities described below in Note 8.

7.Represents additional FICA and related payroll tax expense incurred by Commvault related to stock-based compensation.

8.Restructuring charges relate to two 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. As of September 30, 2026, the majority of these costs have been incurred and the remaining activities are anticipated to be completed in fiscal 2027.

9.Represents noncash amortization of intangible assets.

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.These charges relate to a non-routine business expense incurred during the first quarter of fiscal 2027 associated with strategic pricing and packaging initiatives. Given the non-recurring nature of the matter, these costs have been excluded from non-GAAP results as they are episodic in nature, directly tied to a discrete strategic initiative, and not reflective of ongoing operating performance.

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 of fiscal 2026. Given the non-recurring nature of the matter, these costs have been excluded from non-GAAP results to provide a clearer view of ongoing operating performance.

15.The provision for income taxes is adjusted to reflect Commvault’s estimated non-GAAP effective tax rate of 24%.

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