COMMVAULT SYSTEMS INC

Commvault Systems, Inc. operates in the cyber resiliency solutions market, which is intensely competitive, highly fragmented, and characterized by rapidly evolving technology and industry standards, changing customer requirements, and frequent new product introductions. The industry continues to be reshaped by accelerating data growth, increasingly sophisticated cyberattacks, the rapid adoption of AI, and the expansion of hybrid, multi-cloud, cloud-native and SaaS environments. Customers increasingly require a cyber resilience platform that brings together data security, identity resilience, real-time governance, threat detection, and verified clean recovery for structured and unstructured data, cloud-native applications, and AI workloads.

The company's primary competitors include Rubrik, Cohesity, and Veeam, and it also faces competition from large technology companies, cloud providers, service providers, and other current or emerging market participants. Competition is based on product functionality and performance, breadth of platform and workload coverage, scalability, interoperability with third-party technologies, pricing and total cost of ownership, ease of deployment and integration, quality of customer support, global sales and distribution capabilities, and brand recognition. Many competitors have significantly greater financial, technical, sales, and marketing resources, as well as larger installed customer bases and greater brand recognition. As of March 31, 2026, more than 1,600 patents had been issued to Commvault worldwide as a result of its strategic patenting activities, and the company holds proprietary rights in various trademarks and has over 200 trademark registrations and pending trademark applications globally.

Commvault generates revenue through subscription arrangements, which includes both term-based software licenses and SaaS, perpetual software licenses, customer support contracts and other services. A significant portion of revenues comes from subscription arrangements, delivered on-premise through term-based licensing, or through cloud-based SaaS offerings. The company sells to end-user customers both directly through its sales force and indirectly through its global network of value-added reseller partners, systems integrators, corporate resellers, OEMs, and marketplaces. Revenues generated through indirect distribution channels accounted for approximately 90% of total revenues in the fiscal years ended March 31, 2026, 2025, and 2024.

Commvault Cloud is a cloud-native platform that unifies data security, cyber recovery, and identity resilience across on-premise, hybrid, multi-cloud, and SaaS environments. The platform is organized into solution packages: Operational Recovery, which provides core backup and recovery capabilities across hybrid enterprise workloads; Autonomous Recovery, which adds automation, orchestration, and validation intended to reduce recovery times; and Cyber Recovery, which incorporates Operational and Autonomous Recovery and adds advanced cyber preparedness, threat detection, and clean recovery features. Commvault also offers complementary capabilities including Commvault Cleanroom Recovery, Commvault HyperScale Grid, Commvault HyperScale Flex, Commvault Threatscan, Commvault Cloud Air Gap Protect, Compliance capabilities, Cloud Rewind, and Clumio Backtrack.

For the fiscal year ended March 31, 2026, total subscription revenue was $768.3 million ¹, comprised of term-based license revenue of $435.3 million ² and SaaS revenue of $333.0 million ³. Perpetual license revenue was $43.2 million ⁴, customer support revenue was $320.4 million ⁵, and other services revenue was $51.7 million ⁶. Customer support revenue is further disaggregated into term-based support of $202.2 million ⁷ and perpetual support of $118.3 million ⁸. Total revenues were $1,183.7 million ⁹.

On August 28, 2025, Commvault completed the acquisition of 100% of the shares of Satori Cyber, Ltd., an Israel-based data and AI security company, for initial cash consideration of $28.3 million ¹⁰, which was subsequently reduced by $0.2 million ¹¹ to final cash consideration of $28.1 million ¹². On September 5, 2025, the company issued $900.0 million ¹³ aggregate principal amount of 0% Convertible Senior Notes due 2030, with net proceeds after deducting debt issuance costs of approximately $878.4 million ¹⁴. In connection with the Notes, the company entered into capped call transactions for an aggregate amount of $99.6 million ¹⁵. On April 15, 2025, the company refinanced its existing $100.0 million ¹⁶ senior secured revolving credit facility, replacing it with a new five-year $300.0 million ¹⁷ senior secured revolving credit facility. During fiscal 2026, the company repurchased $446.1 million ¹⁸ of its common stock, of which $117.7 million ¹⁹ was used in connection with the Notes and paid from the net proceeds. On April 28, 2025, the company completed the sale of its owned corporate headquarters in Tinton Falls, New Jersey for cash consideration of $36.0 million ²⁰, excluding transaction costs, and concurrently entered into a leaseback arrangement for a portion of the premises over a term of ten years ²¹. The company initiated two restructuring plans in fiscal 2026: Plan A, intended to optimize the Business Technology organization, and Plan B, intended to optimize cost structure, improve organizational agility, and align resources with strategic priorities. Total restructuring charges for fiscal 2026 were $32.2 million ²², consisting of $30.2 million ²³ for Plan B and $2.0 million ²⁴ for Plan A.

Total revenues increased 19% year over year to $1,183.7 million ²⁵ in fiscal 2026 from $995.6 million ²⁶ in fiscal 2025. Net income was $70.7 million ²⁷ in fiscal 2026 compared to $76.1 million ²⁸ in fiscal 2025. Diluted EPS was $1.58 ²⁹ in fiscal 2026 versus $1.68 ³⁰ in fiscal 2025. Gross margin was 81% ³¹ in fiscal 2026 compared to 82% ³² in fiscal 2025. Income from operations was $74.0 million ³³ in fiscal 2026 compared to $73.7 million ³⁴ in fiscal 2025. Net cash provided by operating activities was $244.7 million ³⁵ in fiscal 2026 compared to $207.4 million ³⁶ in fiscal 2025.

A key growth vector is the continued expansion of subscription arrangements, including both term-based software licenses and SaaS offerings. Subscription revenue growth in fiscal 2026 included a $64.9 million ³⁷ increase in term-based license revenue and a $113.7 million ³⁸ increase in SaaS revenue. SaaS ARR grew 42% ³⁹ to $400.2 million ⁴⁰ as of March 31, 2026, and SaaS Net Dollar Retention Rate was 122% ⁴¹. The company expects subscription arrangements will continue to generate revenues from the renewals of term-based licenses and SaaS offerings sold in prior years. Another growth vector is the expansion of strategic relationships with technology, channel, and service provider partners, including cloud hyperscalers and marketplaces, cybersecurity and AI ecosystem partners, and service provider partners that deliver Commvault-based solutions as part of managed, hosted, or cloud-based offerings.

The filing does not contain a dedicated section on margin and cost outlook with specific targets.

The company expects to continue to dedicate significant resources to research and development to maintain its competitive position. Research and development expenses were $162.2 million ⁴², or 14% ⁴³ of total revenues in fiscal 2026. The company anticipates continued responsible spending related to the development of its software applications and hosted services. The company also expects to continue to invest in both its channel relationships and direct sales force in the future, but continues to expect more revenues to be generated through indirect distribution channels over the long term.

Research and development expenses were $162.2 million ⁴⁴ in fiscal 2026. Capital expenditures were $7.5 million ⁴⁵ in fiscal 2026. On January 14, 2026, the Board approved recommitting the existing share repurchase program so that $250.0 million ⁴⁶ was available. As of March 31, 2026, no funds remained available under the current authorization. On April 15, 2026, the Board approved recommitting the existing share repurchase program so that $250.0 million ⁴⁷ was available. The company has never paid cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.

The company faces headwinds from the highly competitive nature of the data protection and cyber resilience market, where many competitors have significantly greater financial, technical, sales, and marketing resources. The ongoing transition within the industry from traditional on-premises solutions to cloud-based and SaaS delivery models presents competitive risks, as certain competitors have operated under cloud-native models for longer periods. The company also faces risks from reliance on indirect sales channels, including a significant concentration with Partner A, which accounted for approximately 32% ⁴⁸ of total revenues in fiscal 2026, and Partner B, which accounted for approximately 11% ⁴⁹ of total revenues in fiscal 2026. Volatility in the global economy, including changes in trade policy or tariffs, could adversely affect growth, results of operations, and the ability to forecast future performance. The company's significant operations in India, where approximately 40% ⁵⁰ of employees were located as of March 31, 2026, expose it to operational, economic, and labor-related risks.

The data protection and cyber resilience market is intensely competitive, and many competitors have significantly greater financial, technical, sales, and marketing resources, larger installed customer bases, and greater brand recognition, which could enable them to compete more effectively. The company relies significantly on indirect sales channels, and Partner A accounted for approximately 32% ⁵¹ of total revenues in fiscal 2026 and approximately 29% ⁵² of total accounts receivable as of March 31, 2026, while Partner B accounted for approximately 11% ⁵³ of total revenues in fiscal 2026; if these partners were to discontinue or materially reduce sales, the business could be materially adversely affected. The company's significant operations in India, where approximately 40% ⁵⁴ of employees were located as of March 31, 2026, expose it to operational, economic, and labor-related risks, including intense competition for skilled technical professionals and potential disruptions from civil unrest or regional conflict. The company's $900.0 million ⁵⁵ aggregate principal amount of 0% Convertible Senior Notes due 2030 could adversely affect liquidity, as holders may require repurchase upon a fundamental change, and conversion could dilute existing stockholders; the capped call transactions provide only partial offset up to an initial cap of approximately $357.56 ⁵⁶ per share. The company's SaaS offerings require substantial and ongoing infrastructure investments, and if demand declines or costs increase, gross margins and results of operations could be adversely affected.

Management's message emphasizes the company's position as a provider of cyber resiliency solutions designed to help the enterprise protect, secure, and recover their data, applications, and identity systems in a world of increasing cyber threats and attacks. The key strategic priorities emphasized are the continued focus on subscription-based arrangements, including term-based software licenses and SaaS offerings, as the most strategically significant and rapidly expanding revenue streams central to long-term growth strategy and operational focus; the expansion of strategic relationships with technology, channel, and service provider partners to support the development, delivery, and adoption of solutions; and continued investment in research and development to maintain competitive position, with research and development expenses of $162.2 million ⁵⁷ in fiscal 2026. The company expects subscription arrangements will continue to generate revenues from renewals of term-based licenses and SaaS offerings sold in prior years.