Core Insights - Commvault is enhancing its cyber resilience solutions by extending Kubernetes protection to virtual machines on Red Hat OpenShift Virtualization, addressing the growing need for integrated data protection in hybrid cloud environments [1][3][4] Industry Trends - Containerized workload adoption is rapidly increasing, with Gartner predicting that 90% of G2000 companies will utilize container management tools by 2027, and the Containers as a Service (CaaS) market expected to reach nearly $44 billion by 2034 [2] - The surge in container usage necessitates a unified cyber resilience strategy to mitigate risks associated with ransomware and other disruptions while managing complex data protection across hybrid environments [2] Company Developments - Commvault's new capabilities allow customers to automatically discover, protect, and recover VMs alongside containerized workloads through the Commvault Cloud platform, which is particularly beneficial for DevOps, SRE, and IT leaders [3][4] - The collaboration with Red Hat aims to provide enterprise-grade data protection for workloads on Red Hat OpenShift Virtualization, enhancing user confidence in running and scaling virtualized applications [4] Product Features - Commvault offers air-gapped and immutable backups with advanced recovery options for VMs on Red Hat OpenShift Virtualization, improving business continuity against ransomware threats [8] - Customers can restore VMs both in-place and out-of-place, including configurations, which accelerates deployment and minimizes downtime [8] - The unified protection for hybrid workloads allows customers to manage both traditional and cloud-native workloads through a single platform, reducing operational complexity and costs [8] Availability - Commvault support for Red Hat OpenShift Virtualization will be available for early adopters in early summer and is expected to be generally available by early fall, with pricing aligned to existing Commvault Kubernetes protection models [5]

Part I [Business](index=5&type=section&id=Item%201.%20Business) Commvault provides cyber resiliency solutions for data protection and recovery across on-premises, hybrid, and multi-cloud environments, leveraging strategic partnerships and facing intense market competition [Company Overview](index=5&type=section&id=Company%20Overview) Commvault's core business provides cyber resiliency by protecting and recovering data and cloud-native applications across various deployment models and environments - Commvault's core business is providing customers with cyber resiliency by protecting and recovering their data and cloud-native applications from threats like ransomware[16](index=16&type=chunk) - Offerings are delivered through multiple models: self-managed software, software-as-a-service (SaaS), integrated appliances, or managed by partners, catering to on-premises, hybrid, and multi-cloud environments[16](index=16&type=chunk) [Products](index=5&type=section&id=Products) Commvault Cloud is the main product, organized into three packages: Operational Recovery, Autonomous Recovery, and Cyber Recovery, with specialized offerings like Cleanroom Recovery and HyperScale X - The main product portfolio, Commvault Cloud, is organized into three packages: Operational Recovery (core backup and recovery), Autonomous Recovery (adds automation for disaster recovery), and Cyber Recovery (most comprehensive, adding threat scanning and clean data recovery)[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Specialized offerings include Cleanroom Recovery (isolated cloud recovery environment), HyperScale X (scale-out integrated appliance), Air Gap Protect (secure cloud storage), and Clumio Backtrack (rapid data reversion in Amazon S3)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk)[29](index=29&type=chunk) [Professional & Customer Support Services](index=6&type=section&id=Professional%20%26%20Customer%20Support%20Services) The company offers 24/7 global support, leveraging AI, and provides extensive services including technical consulting, recovery, education, and managed services - The company offers a wide range of services including 24/7 global real-time support, leveraging an AI-powered assistant named Arlie for faster resolutions[30](index=30&type=chunk) - Service offerings are extensive, covering technical consulting, recovery services, education and certifications, and managed services for data protection and cyber resilience[36](index=36&type=chunk) [Strategic Relationships](index=7&type=section&id=Strategic%20Relationships) Commvault's strategy heavily relies on partnerships with technology leaders, distributors, resellers, OEMs, service providers, cloud hyperscalers, and cybersecurity firms, with Arrow being a key distribution channel - Commvault's strategy heavily relies on partnerships with technology leaders, distributors, resellers, OEMs, service providers, cloud hyperscalers (AWS, Google, Microsoft, Oracle), and cybersecurity firms[33](index=33&type=chunk)[34](index=34&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) - A non-exclusive distribution agreement with Arrow Enterprise Computing Solutions is a key channel, accounting for approximately **35% of total revenues in fiscal 2025** and **36% in fiscal 2024**[37](index=37&type=chunk) [Competition](index=8&type=section&id=Competition) The data protection and cyber resilience market is intensely competitive and highly fragmented, with primary competitors including Cohesity, Druva, Rubrik, and Veeam - The data protection and cyber resilience market is intensely competitive and highly fragmented[41](index=41&type=chunk) - Primary competitors include Cohesity, Druva, Rubrik, and Veeam. Some competitors have greater financial resources, name recognition, and larger installed customer bases[42](index=42&type=chunk)[43](index=43&type=chunk) [Technology, Intellectual Property and Proprietary Rights](index=9&type=section&id=Technology%2C%20Intellectual%20Property%20and%20Proprietary%20Rights) The company protects its intellectual property through trade secrets, patents, copyrights, and contracts, holding over 1,500 issued patents and 200 worldwide trademark registrations - The company relies on a combination of trade secrets, patents, copyrights, and contractual provisions to protect its intellectual property[47](index=47&type=chunk) - Commvault holds a robust portfolio of over **1,500 issued patents** and over **200 worldwide trademark registrations and applications**, covering areas like cyber resilience, data protection, and SaaS solutions[48](index=48&type=chunk) [People](index=9&type=section&id=People) As of March 31, 2025, Commvault had approximately 3,300 employees worldwide, with 37% in the United States and 63% internationally - As of March 31, 2025, Commvault had approximately **3,300 employees worldwide**[52](index=52&type=chunk) - The workforce is globally distributed, with **37% in the United States** and **63% located internationally**[52](index=52&type=chunk) [Information about our Executive Officers](index=10&type=section&id=Information%20about%20our%20Executive%20Officers) This section provides a table listing the company's executive officers as of May 2, 2025, including their names, ages, and positions Executive Officers as of May 2, 2025 | Name | Age | Position | | :--- | :--- | :--- | | Sanjay Mirchandani | 60 | President and Chief Executive Officer | | Jennifer DiRico | 40 | Chief Financial Officer | | Gary Merrill | 50 | Chief Commercial Officer | [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) Commvault faces significant risks from intense industry competition, a heavy reliance on indirect sales channels like Arrow (35% of revenue), and global economic volatility. Key technological risks include potential system failures, cybersecurity incidents, and the challenges of interoperating with third-party systems. The company specifically disclosed a recent security incident involving a suspected nation-state actor in its Azure environment. Other material risks include challenges in its India operations (where 39% of its workforce resides), evolving data privacy regulations (GDPR, CCPA), potential impairment of its substantial goodwill balance, and the financial impact of changes in tax laws [Risks Related to Our Business and Industry](index=12&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) The cyber resiliency market is intensely competitive, with significant reliance on indirect sales channels and renewals, and the company recently completed a restructuring plan - The cyber resiliency market is intensely competitive and highly fragmented, with competitors that may have greater financial, technical, and sales resources[63](index=63&type=chunk)[64](index=64&type=chunk) - Significant reliance on indirect sales channels, particularly the distributor Arrow, which accounted for approximately **35% of total revenues in fiscal 2025**. Disruption to this relationship could materially harm business[68](index=68&type=chunk)[70](index=70&type=chunk) - A significant portion of revenue comes from renewals of support and subscription agreements. Failure to renew these agreements on favorable terms could adversely impact financial performance[73](index=73&type=chunk)[74](index=74&type=chunk) - The company completed a restructuring plan in fiscal 2025, which carries risks such as unexpected costs, adverse effects on employee morale, and failure to meet operational targets[95](index=95&type=chunk) [Risks Related to our International Operations](index=18&type=section&id=Risks%20Related%20to%20our%20International%20Operations) International sales, accounting for 46% of revenues, expose the company to foreign currency and geopolitical risks, with India operations posing specific challenges due to workforce concentration - International sales accounted for **46% of revenues in fiscal 2025**, exposing the company to risks from differing legal, political, and economic conditions, as well as foreign currency fluctuations[111](index=111&type=chunk)[112](index=112&type=chunk) - Operations in India are a key success factor but also a significant risk, with approximately **39% of employees located there**. Risks include rising wage costs, intense competition for talent, and potential civil unrest or political instability[106](index=106&type=chunk) [Risks Related to Technology and Security](index=20&type=section&id=Risks%20Related%20to%20Technology%20and%20Security) The company faces risks from IT system failures, cybersecurity incidents, including a suspected nation-state attack in its Azure environment, and reliance on third-party technology - The company is subject to IT system failures, network disruptions, and cybersecurity incidents. In February and April 2025, Microsoft notified the company of unauthorized activity within its Azure environment by a suspected nation-state threat actor[114](index=114&type=chunk)[117](index=117&type=chunk) - Cybercriminals are leveraging AI to develop more sophisticated attacks, increasing the challenge of detection and prevention[115](index=115&type=chunk) - The company relies on third-party technology and infrastructure, such as Microsoft Azure. Any errors, disruptions, or failures in these third-party services could adversely affect Commvault's business and brand[122](index=122&type=chunk)[123](index=123&type=chunk) [Risks Related to Financial, Accounting, Regulatory, Tax, and Other Legal Matters](index=22&type=section&id=Risks%20Related%20to%20Financial%2C%20Accounting%2C%20Regulatory%2C%20Tax%2C%20and%20Other%20Legal%20Matters) The company is subject to global data privacy laws, potential changes in tax laws, and risks related to the impairment of its significant goodwill balance and corporate headquarters property - The company is subject to numerous global data privacy and protection laws (e.g., CCPA, GDPR), and failure to comply could result in costly legal action and reputational damage[127](index=127&type=chunk)[128](index=128&type=chunk) - Changes in tax laws, such as the OECD's BEPS 2.0 project, could materially affect the company's financial position and increase its worldwide effective tax rate[131](index=131&type=chunk) - Goodwill represents a significant portion of assets (**$185.3 million**, or **17% of total assets as of March 31, 2025**), and any future impairment could negatively impact results of operations[136](index=136&type=chunk) - An impairment charge of **$2.9 million** was recorded in fiscal 2025 related to the company's corporate headquarters, which is classified as held for sale. Additional charges may be required if the fair value declines further[137](index=137&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[151](index=151&type=chunk) [Cybersecurity](index=27&type=section&id=Item%201C.%20Cybersecurity) Commvault maintains a cybersecurity program based on the NIST framework, overseen by a Chief Security Officer (CSO). The program, which is integrated into the company's enterprise risk management, includes policies and plans for incident response, disaster recovery, and business continuity. The Board's Audit Committee provides governance oversight with quarterly briefings. The company disclosed a recent security incident involving a suspected nation-state actor but stated it is not aware of any material impact to its business or financial condition to date [Risk Management and Strategy](index=27&type=section&id=Risk%20Management%20and%20Strategy) The company's cybersecurity program, led by the CSO, leverages the NIST framework and includes comprehensive incident response, disaster recovery, and business continuity plans - The cybersecurity program is led by the Chief Security Officer (CSO) and leverages the National Institute of Standards and Technology (NIST) Cybersecurity Framework[152](index=152&type=chunk) - The company maintains a Security Incident Response Plan (SIRP), Crisis Management Plan, Disaster Recovery Plan, and Business Continuity Plan, and partners with third-party experts for monitoring and penetration testing[152](index=152&type=chunk) - In February and April 2025, Microsoft notified the company of unauthorized activity in its Azure environment by a suspected nation-state actor. The company activated its incident response plan and implemented enhanced security measures[154](index=154&type=chunk) [Governance](index=27&type=section&id=Governance) The Board of Directors oversees cybersecurity risks as part of enterprise risk management, with the Audit Committee receiving quarterly briefings from the CSO - The Board of Directors provides oversight of cybersecurity risks as part of its enterprise risk management strategy[155](index=155&type=chunk) - The Audit Committee of the Board receives quarterly briefings on the cybersecurity program from the CSO[155](index=155&type=chunk) [Properties](index=28&type=section&id=Item%202.%20Properties) The company's principal facility is its owned corporate headquarters in Tinton Falls, New Jersey. A purchase and sale agreement for this property was signed in October 2024, with the sale expected to be completed in the first quarter of fiscal 2026. Upon closing, Commvault will lease back a portion of the premises. The company also maintains numerous other offices in the U.S. and internationally - The company signed a purchase and sale agreement in October 2024 to sell its corporate headquarters in Tinton Falls, New Jersey. The sale is expected to close in Q1 of fiscal 2026, after which the company will lease back a portion of the property[158](index=158&type=chunk) - Commvault has additional offices across the United States and in numerous countries throughout Europe, Asia, Africa, and the Americas[159](index=159&type=chunk) [Legal Proceedings](index=28&type=section&id=Item%203.%20Legal%20Proceedings) The company states that it is not currently party to any pending legal action that is reasonably expected to have a material adverse effect on its business or operating results - The company is not currently party to any pending legal action expected to have a material adverse effect on its business[160](index=160&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[161](index=161&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=28&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Commvault's common stock is traded on The Nasdaq Stock Market under the symbol "CVLT". The company has never paid cash dividends and intends to retain future earnings for business growth. It maintains an active share repurchase program, having repurchased $29.8 million of its common stock in the fourth quarter of fiscal 2025. In April 2025, the Board of Directors increased the total available authorization for the repurchase program to $250.0 million - The company's common stock is listed on The Nasdaq Stock Market under the symbol "CVLT"[163](index=163&type=chunk) - Commvault has never paid cash dividends and does not anticipate paying any in the foreseeable future, intending to retain earnings to fund business growth[165](index=165&type=chunk) Share Repurchases for Q4 FY2025 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Jan 2025 | 62,963 | $157.92 | | Feb 2025 | 53,923 | $174.65 | | Mar 2025 | 65,250 | $160.32 | | **Total Q4** | **182,136** | **$163.73** | - As of March 31, 2025, **$91.5 million** remained available under the share repurchase program. On April 17, 2025, the Board increased the authorization so that **$250.0 million** was available[166](index=166&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal 2025, total revenues grew 19% to $995.6 million, primarily driven by a 37% increase in subscription revenue, which now constitutes 59% of total revenue. This growth was fueled by a 74% increase in SaaS revenue. Operating income was $73.7 million, and net income was $76.1 million. The company's liquidity remains strong, with $302.1 million in cash and cash equivalents, primarily sourced from operations. Significant capital allocation activities during the year included two acquisitions (Appranix and Clumio) for $65.3 million and the repurchase of $165.0 million of common stock. Subsequent to year-end, the company refinanced and increased its revolving credit facility to $300 million [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Total revenues increased by 19% in fiscal 2025, driven by significant growth in subscription and SaaS revenues, while operating expenses also rose due to increased sales and marketing, R&D, and restructuring charges Fiscal 2025 vs. Fiscal 2024 Revenue Performance | Revenue Type | FY 2025 ($M) | FY 2024 ($M) | % Change | | :--- | :--- | :--- | :--- | | Subscription | $589.7 | $429.2 | 37% | | Perpetual license | $55.6 | $57.6 | -3% | | Customer support | $307.6 | $307.8 | 0% | | Other services | $42.7 | $44.7 | -4% | | **Total revenues** | **$995.6** | **$839.2** | **19%** | - Subscription revenue growth was driven by a **74% increase in SaaS revenue** and a **22% increase in term-based license revenue**[204](index=204&type=chunk) - Sales and marketing expenses increased **22% to $434.1 million** due to higher sales commissions, strategic go-to-market investments, and increased stock-based compensation[212](index=212&type=chunk) - Research and development expenses rose **11% to $146.3 million**, primarily due to additional headcount from the Appranix and Clumio acquisitions[212](index=212&type=chunk) - Restructuring charges of **$10.0 million** were recorded in fiscal 2025 related to a plan initiated in fiscal 2024 to reorganize customer success functions[212](index=212&type=chunk) [Liquidity and Capital Resources](index=40&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $302.1 million in cash, primarily from operations, and actively manages capital through share repurchases and a recently refinanced credit facility Summarized Cash Flow Information (in millions) | | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $207.4 | $203.8 | | Net cash used in investing activities | ($70.4) | ($5.5) | | Net cash used in financing activities | ($147.8) | ($170.6) | - As of March 31, 2025, cash and cash equivalents were **$302.1 million**, with approximately **$265.4 million** held outside the United States[215](index=215&type=chunk) - During fiscal 2025, the company repurchased **$165.0 million** of common stock (approx. **1.2 million shares**)[218](index=218&type=chunk) - On April 15, 2025, the company refinanced its credit facility, increasing its total borrowing capacity from **$100 million to $300 million**[217](index=217&type=chunk)[400](index=400&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is foreign currency risk, as international sales accounted for 46% of total revenue in fiscal 2025. The main exposures are to the Euro, Australian dollar, British pound, and other currencies. The company estimates that a hypothetical 10% adverse change in all foreign exchange rates would impact its annual operating profit by approximately $15.5 million. The company does not report any significant interest rate risk - The company reports no significant interest rate risk[228](index=228&type=chunk) - The primary market risk is foreign currency exposure, with **46% of sales in fiscal 2025** generated outside the United States[229](index=229&type=chunk) - A hypothetical **10% adverse change** in all foreign exchange rates is estimated to impact annual operating profit by approximately **$15.5 million**[230](index=230&type=chunk) [Financial Statements and Supplementary Data](index=44&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for the fiscal years ended March 31, 2025, 2024, and 2023. It includes the independent auditor's report from Ernst & Young LLP, which provides an unqualified opinion. Key financial statements—Consolidated Balance Sheets, Statements of Operations, and Statements of Cash Flows—are detailed, along with comprehensive notes covering significant accounting policies, business combinations, revenue recognition, and other material financial information Consolidated Statements of Operations Summary (in thousands) | | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Total revenues | $995,619 | $839,247 | $784,590 | | Gross margin | $816,584 | $687,637 | $649,188 | | Income (loss) from operations | $73,738 | $75,355 | ($15,885) | | Net income (loss) | $76,106 | $168,906 | ($35,774) | | Diluted EPS | $1.68 | $3.75 | ($0.80) | Consolidated Balance Sheets Summary (in thousands) | | Mar 31, 2025 | Mar 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $302,103 | $312,754 | | Total current assets | $635,057 | $595,126 | | Total assets | $1,118,266 | $943,913 | | Total current liabilities | $555,050 | $484,928 | | Total liabilities | $793,144 | $665,828 | | Total stockholders' equity | $325,122 | $278,085 | Consolidated Statements of Cash Flows Summary (in thousands) | | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $207,382 | $203,798 | $170,288 | | Net cash used in investing activities | ($70,400) | ($5,521) | ($5,286) | | Net cash used in financing activities | ($147,818) | ($170,581) | ($135,579) | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=77&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - None[401](index=401&type=chunk) [Controls and Procedures](index=77&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of March 31, 2025, and concluded they were effective. Similarly, management's assessment of internal control over financial reporting, based on the 2013 COSO framework, found it to be effective. The company's independent registered public accounting firm, Ernst & Young LLP, has also issued an unqualified audit report on the effectiveness of the internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[402](index=402&type=chunk) - Based on the COSO framework, management concluded that the company's internal control over financial reporting was effective as of March 31, 2025[406](index=406&type=chunk) - No changes in internal control over financial reporting occurred during the fourth quarter of fiscal 2025 that materially affected, or are reasonably likely to materially affect, internal controls[407](index=407&type=chunk) [Other Information](index=81&type=section&id=Item%209B.%20Other%20Information) This section discloses the adoption of Rule 10b5-1 trading plans by two members of the Board of Directors, Vivie Lee and Allison Pickens, in February 2025 for the future sale of company stock. No other directors or officers adopted, modified, or terminated such plans during the fourth quarter of fiscal 2025 - In February 2025, board members Vivie Lee and Allison Pickens each adopted a Rule 10b5-1 trading arrangement for the sale of company common stock[417](index=417&type=chunk)[418](index=418&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=81&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[420](index=420&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=81&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders, which is expected to be filed within 120 days of the fiscal year-end - Information is incorporated by reference from the forthcoming 2025 Proxy Statement[422](index=422&type=chunk) [Executive Compensation](index=81&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference from the forthcoming 2025 Proxy Statement[423](index=423&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=81&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required for this item is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference from the forthcoming 2025 Proxy Statement[423](index=423&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=81&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference from the forthcoming 2025 Proxy Statement[424](index=424&type=chunk) [Principal Accountant Fees and Services](index=82&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item is incorporated by reference from the company's definitive Proxy Statement for its 2025 Annual Meeting of Stockholders - Information is incorporated by reference from the forthcoming 2025 Proxy Statement[425](index=425&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=82&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, which are included in Item 8, and notes that all financial statement schedules are omitted as they are not required or the information is included elsewhere. It also provides a list of exhibits filed with or incorporated by reference into the Form 10-K - This section contains a list of all exhibits filed with the Form 10-K, including governance documents, material contracts, and certifications[428](index=428&type=chunk)[429](index=429&type=chunk) [Form 10-K Summary](index=85&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[431](index=431&type=chunk)

Financial Performance - Commvault Systems reported quarterly earnings of $1.03 per share, exceeding the analyst consensus estimate of 93 cents per share [1] - The company achieved quarterly sales of $275.04 million, surpassing the analyst consensus estimate of $262.43 million [1] Growth Metrics - Commvault ended the year with over 12,000 subscription customers and reported a 45% increase in subscription revenue in Q4 [2] - The company provided FY2026 sales guidance of $1.130 billion to $1.140 billion, compared to estimates of $1.10 billion [2] Stock Performance and Analyst Ratings - Commvault shares fell 1.3% to trade at $166.52 following the earnings announcement [3] - Analysts have adjusted their price targets for Commvault, with RBC Capital raising it from $175 to $185, Wells Fargo from $180 to $190, and Oppenheimer from $180 to $200 [8]

Financial Data and Key Metrics Changes - Total revenue increased by 23% to $275 million, driven by a robust 45% increase in subscription revenue [4][22] - Total ARR improved by 21% to $930 million, with subscription ARR growing by 31% to $780 million, and SaaS ARR jumping by 68% to $281 million [21][22] - Fiscal Q4 gross margins were 83.1%, reflecting a strong mix of term software sales [27] - Non-GAAP EBIT grew by 31% to $59 million, with margins up 130 basis points year over year to 21.5% [28] Business Line Data and Key Metrics Changes - Subscription revenue growth was driven by momentum across the SaaS platform and expansion with existing customers [22] - Revenue from term software transactions over $100,000 increased by 38%, benefiting from both volume and average transaction size [22] - Q4 saw the best volume quarter of the year for term software transactions under $100,000, adding 700 new subscription customers, surpassing 12,000 worldwide [23] Market Data and Key Metrics Changes - Strong growth was noted in EMEA and APAC regions, with notable customer wins in highly regulated industries like healthcare and financial services [10][75] - The company is well-positioned to support compliance with regulations such as GDPR and DORA, contributing to strong international growth [9][10] Company Strategy and Development Direction - The company aims to capitalize on strong secular tailwinds tied to cyber resilience and continuous business availability [6][11] - Commvault is focused on expanding its partner ecosystem and enhancing its offerings to address evolving customer needs [5][19] - The total addressable market is estimated to be approximately $24 billion, with plans to invest in cloud and data security integrations [19][30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ongoing demand for cyber resilience products and the company's ability to execute its growth strategy [39][40] - The company is closely monitoring the macro environment but remains optimistic about its growth trajectory [30][34] Other Important Information - The company repurchased $165 million of stock, representing 81% of free cash flow, exceeding its guidance to return at least 75% [29] - The company plans to continue investing in cloud and data security integrations across its partner ecosystem [19][34] Q&A Session Summary Question: Customer sentiment regarding macroeconomic conditions and sales cycles - Management indicated that cyber resilience remains a priority for customers, with no significant changes observed in sales cycles or close rates [38][39] Question: Clumio's contribution and integration - Clumio is expected to provide a positive impact on total revenue, with unique capabilities enhancing the company's offerings [48][49] Question: Cross-sell and upsell opportunities within the SaaS portfolio - The company reported a steady net dollar retention rate of 127%, with a mix of two-thirds upsell and one-third cross-sell [53] Question: Competitive landscape and market positioning - Management emphasized the company's focus on resilience and its ability to recover from cyber attacks, highlighting healthy double-digit growth [61] Question: Future product capabilities and market focus - The company is enhancing its capabilities to support emerging workloads, particularly in AI and cloud environments [64][65]

Financial Performance Highlights - Total Annual Recurring Revenue (ARR) reached $930 million, a 21% year-over-year increase[30, 56] - Subscription ARR grew by 31% year-over-year, reaching $780 million and representing 84% of Total ARR[10, 32, 56] - Subscription revenue increased by 45% year-over-year to $173 million[10, 35] - SaaS ARR experienced significant growth, increasing by 68% year-over-year to $281 million[10, 43] - The company maintained a consistent Non-GAAP EBIT margin of 21.5%[10, 54] and generated $204 million in Free Cash Flow[41] Market and Strategic Positioning - The company operates in a large and growing Total Addressable Market (TAM) estimated at $24 billion[8, 15] - The company's platform addresses a wide range of use cases across various environments, offering choice and flexibility[8] - The company is recognized as an innovation leader with over 1,100 active patents[9] Growth and Future Outlook - The company anticipates Total Revenue between $1.13 billion and $1.14 billion for FY'26, representing a 14% year-over-year increase at the midpoint[57] - The company projects Subscription Revenue between $727 million and $732 million for FY'26, a 24% year-over-year increase at the midpoint[57] - The company expects Free Cash Flow between $210 million and $215 million for FY'26[57]

Core Insights - Commvault Systems reported a revenue of $275.04 million for the quarter ended March 2025, reflecting a year-over-year increase of 23.2% [1] - The company's EPS was $1.03, up from $0.79 in the same quarter last year, indicating strong earnings growth [1] - Revenue exceeded the Zacks Consensus Estimate of $263.03 million by 4.56%, and EPS surpassed the consensus estimate of $0.93 by 10.75% [1] Financial Performance Metrics - Annualized Recurring Revenue (ARR) was reported at $930.05 million, slightly above the estimated $913.07 million [4] - Revenue from perpetual licenses was $14.96 million, exceeding the average estimate of $12.41 million, but showing a year-over-year decline of 1.5% [4] - Revenue from other services was $10.34 million, below the average estimate of $10.71 million, representing a year-over-year decrease of 7.7% [4] - Customer support revenue was $76.51 million, slightly below the estimated $77.24 million, with a year-over-year change of -0.7% [4] - Subscription revenue significantly increased to $173.23 million, surpassing the average estimate of $159.03 million, marking a year-over-year growth of 44.5% [4] Stock Performance - Commvault's shares have returned +5.2% over the past month, contrasting with a -0.8% change in the Zacks S&P 500 composite [3] - The stock currently holds a Zacks Rank 3 (Hold), suggesting it may perform in line with the broader market in the near term [3]

Core Insights - Commvault Systems (CVLT) reported quarterly earnings of $1.03 per share, exceeding the Zacks Consensus Estimate of $0.93 per share, and up from $0.79 per share a year ago, representing an earnings surprise of 10.75% [1] - The company achieved revenues of $275.04 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 4.56%, and up from $223.29 million year-over-year [2] - Commvault has consistently outperformed consensus EPS and revenue estimates over the last four quarters [2] Earnings Outlook - The immediate price movement of Commvault's stock will largely depend on management's commentary during the earnings call [3] - The current consensus EPS estimate for the upcoming quarter is $0.98 on revenues of $262.8 million, and for the current fiscal year, it is $4.03 on revenues of $1.1 billion [7] Industry Context - The Computer - Software industry, to which Commvault belongs, is currently ranked in the top 22% of over 250 Zacks industries, indicating a favorable outlook [8] - The performance of Commvault's stock may also be influenced by the overall industry outlook, as top-ranked industries tend to outperform lower-ranked ones significantly [8]

Financial Data and Key Metrics Changes - Total revenue increased by 23% to $275 million, driven by a robust 45% increase in subscription revenue [5][23] - Total ARR improved by 21% to $930 million, with subscription ARR growing by 31% to $780 million, and SaaS ARR jumping by 68% to $281 million [22][23] - Fiscal Q4 gross margins were 83.1%, reflecting a strong mix of term software sales [27] Business Line Data and Key Metrics Changes - Subscription revenue growth was driven by momentum across the SaaS platform and expansion with existing customers [23] - Revenue from term software transactions over $100,000 increased by 38%, with more than a dozen transactions exceeding $1 million [23] - Q4 saw the addition of 700 new subscription customers, surpassing 12,000 worldwide [24] Market Data and Key Metrics Changes - Strong customer wins included notable companies such as American Tower and Cinemark Holdings, reflecting current tailwinds in the industry [9] - EMEA and APAC regions showed balanced growth, with EMEA having a particularly strong quarter [72] Company Strategy and Development Direction - The company is focused on cyber resilience as a top strategic priority, addressing increasing ransomware and sophisticated cyber attacks [9] - Plans to continue investing in cloud and data security integrations across the partner ecosystem, expanding the total addressable market to approximately $24 billion [20][30] - The company aims to drive increased multi-product adoption of its SaaS offerings, with a strategic priority to enhance cross-sell opportunities [26][81] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the guidance for fiscal year '26, citing strong demand for cyber resilience products and internal execution [41][42] - The macro environment is being monitored closely, but no significant changes in customer sentiment were noted between Q4 and Q1 [39][41] - The company expects total revenue for Q1 to be in the range of $266 million to $270 million, representing a 19% year-over-year growth at the midpoint [30] Other Important Information - The company ended the quarter with no debt and $302 million in cash, with a free cash flow of $76 million for Q4 [28][29] - Fiscal year '26 total ARR growth is expected to be between 16% to 17% year-over-year, driven by subscription ARR growth of 22% to 23% [32][33] Q&A Session Summary Question: Customer sentiment regarding macroeconomic conditions and cyber resilience - Management indicated that cyber resilience remains a priority for customers, with no significant changes in sales cycles or close rates observed [39][41] Question: Operating margin guidance and growth versus margin trade-off - Management emphasized a balance between continued investment in growth opportunities and maintaining overall profitability [42][43] Question: Contribution of Clumio acquisition to revenue - Clumio is expected to contribute approximately 100 basis points to total revenue, with excitement about its unique capabilities [47][49] Question: Cross-sell and upsell opportunities within the SaaS portfolio - The company reported a SaaS net dollar retention rate of 127%, with a focus on increasing multi-product adoption among customers [52][81] Question: Competitive landscape and response to acquisitions in the industry - Management highlighted a focus on resilience and the ability to recover from cyber attacks, asserting that the company is gaining market share despite a flat overall on-premise market [59] Question: Future focus on workloads and capabilities - The company plans to enhance capabilities that support AI and emerging workloads, emphasizing the importance of resilience in their offerings [61][62]

Revenue Growth - Total revenues for Q4 2025 were $275 million, representing a 23% year-over-year increase[5] - Subscription revenue reached $173 million in Q4 2025, up 45% year-over-year[5] - Total annualized recurring revenue (ARR) grew to $930 million, a 21% increase year-over-year[5] - Full year total revenues were $996 million, reflecting a 19% year-over-year growth[5] - Full year subscription revenue was $590 million, up 37% year-over-year[5] - Total revenues for the fiscal year ended March 31, 2025, were $995.619 million, a significant increase from $839.247 million in the previous year, representing a growth of approximately 18.6%[24] - Subscription revenues for the fourth quarter were $173.228 million, up from $119.873 million in the same quarter last year, reflecting a growth of approximately 44.5%[24] Cash Flow and Financial Position - Operating cash flow for the full year was $207 million, with free cash flow of $204 million[5] - Cash flow from operations for the full fiscal year was $207 million, compared to $203.798 million in the previous year[29] - As of March 31, 2025, cash and cash equivalents were approximately $302 million[26] - The company repurchased approximately 1,215,000 shares for $165 million during the fiscal year[5] - During the fiscal year, Commvault repurchased $165 million worth of common stock, approximately 1,215,000 shares, at an average price of $135.77 per share[22] Operating Performance - Income from operations (EBIT) for the fourth quarter was $27 million, with an operating margin of 9.7%[22] - Operating expenses for the fiscal year increased to $742.846 million from $612.282 million, representing a rise of approximately 21.3%[24] - GAAP income from operations for Q1 2025 was $26,727 million, up from $18,190 million in Q1 2024, representing a 47% increase[31] - Non-GAAP income from operations for Q1 2025 was $59,097 million, compared to $45,216 million in Q1 2024, reflecting a 31% growth[31] Net Income - Non-GAAP net income for the fourth quarter was $46 million, or $1.03 per diluted share[22] - The company reported a GAAP net income of $76.106 million for the fiscal year, down from $168.906 million in the previous year[29] - GAAP net income for the year ended March 31, 2025, was $76,106 million, down from $168,906 million in the previous year, indicating a decline of 55%[31] - Non-GAAP net income for the year ended March 31, 2025, increased to $164,954 million from $134,364 million, marking a 23% rise[31] Future Projections - For Q1 2026, total revenues are expected to be between $266 million and $270 million[11] - Subscription revenue for Q1 2026 is projected to be between $166 million and $170 million[11] - Subscription ARR is expected to grow between 22% and 23% year-over-year for fiscal 2026[11] Tax and Compensation - The company reported a non-GAAP effective tax rate reduction from 27% to 24% starting in fiscal 2025[41] - The estimated non-GAAP effective tax rate for Commvault is adjusted to 24% for fiscal 2025, down from 27% for fiscal 2024[51] - Commvault believes that the 24% tax rate aligns more closely with its effective tax rate expectations over the next few years[51] - Total stock-based compensation expense for Q1 2025 was $28,840 million, up from $21,093 million in Q1 2024, reflecting a 37% increase[38] Acquisitions - Commvault incurred costs related to the acquisitions of Appranix, Inc. and Clumio, Inc. during fiscal 2025, including legal, accounting, and advisory services[51] Miscellaneous - Commvault's annualized recurring revenue (ARR) metric is designed to provide insights into the value of its recurring revenue streams[50] - The company does not provide forward-looking guidance on a GAAP basis due to the unavailability of certain financial information[50]

Core Insights - Commvault reported record-breaking financial results for the fourth quarter and fiscal year ended March 31, 2025, with significant growth in subscription revenue and customer base [2][7][18]. Financial Performance Highlights - Total revenues for Q4 2025 were $275 million, representing a 23% increase year over year [7]. - Subscription revenue for Q4 2025 reached $173 million, up 45% year over year [7]. - For the full fiscal year 2025, total revenues were $996 million, a 19% increase from the previous year [7]. - Annualized recurring revenue (ARR) grew to $930 million, up 21% year over year [7]. - Non-GAAP net income for Q4 2025 was $46 million, or $1.03 per diluted share [20][22]. Operational Metrics - Income from operations (EBIT) for Q4 2025 was $27 million, with a 9.7% operating margin [19]. - Non-GAAP EBIT for Q4 2025 was $59 million, reflecting a 21.5% operating margin [19]. - Operating cash flow for Q4 2025 was $77 million, with free cash flow of $76 million [7][22]. Share Repurchase and Cash Management - Commvault repurchased $30 million worth of shares in Q4 2025, totaling approximately 182,000 shares [22]. - For the full fiscal year, share repurchases amounted to $165 million, or about 1,215,000 shares [22]. Guidance for Future Performance - The company expects total revenues for Q1 FY 2026 to be between $266 million and $270 million, with subscription revenue anticipated to be between $166 million and $170 million [5]. - For the full fiscal year 2026, total revenues are projected to be between $1,130 million and $1,140 million, with subscription revenue expected to be between $727 million and $732 million [5].