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Virtus Total Return Fund Inc. Discloses Sources of Distribution – Section 19(a) Notice

HARTFORD, Conn.–(BUSINESS WIRE)–Virtus Total Return Fund Inc. (NYSE: ZTR) previously announced the following monthly distribution on June 3, 2026:

Ticker	Amount of Distribution	Ex-Date/Record Date	Payable Date
ZTR	$0.055	August 13, 2026	August 28, 2026

Under the terms of its Managed Distribution Plan, the Fund will seek to maintain a consistent distribution level that may be paid, in part or in full, from net investment income and realized capital gains, or a combination thereof. Shareholders should note, however, that if the Fund’s aggregate net investment income and net realized capital gains are less than the amount of the distribution level, the difference will be distributed from the Fund’s assets and will constitute a return of the shareholder’s capital. You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Managed Distribution Plan.

The Fund provided this estimate of the sources of the distributions:

Distribution Estimates	August 2026 (MTD)				Fiscal Year-to-Date (YTD) (1)
(Sources)	Per Share Amount		Percentage of Current Distribution		Per Share Amount		Percentage of Current Distribution
Net Investment Income	$	0.013	23.6	%	$	0.146	31.4	%
Net Realized Short-Term Capital Gains		0.019	34.6	%		0.124	26.6	%
Net Realized Long-Term Capital Gains		0.023	41.8	%		0.195	42.0	%
Return of Capital (or other Capital Source)		0.000	0.0	%		0.000	0.0	%
Total Distribution	$	0.055	100.0	%	$	0.465	100.0	%

(1)

Fiscal year started December 1, 2025.

Information regarding the Fund’s performance and distribution rates is set forth below. Please note that all performance figures are based on the Fund’s net asset value (NAV) and not the market price of the Fund’s shares. Performance figures are not meant to represent individual shareholder performance.

July 31, 2026
Average Annual Total Return on NAV for the 5-year period (2)	7.96%
Annualized Current Distribution Rate (3)	8.72%
Fiscal YTD Cumulative Total Return on NAV (4)	11.24%
Fiscal YTD Cumulative Distribution Rate (5)	5.42%

	(2)		Average Annual Total Return on NAV is the annual compound return for the five-year period. It reflects the change in the Fund’s NAV and reinvestment of all distributions.
	(3)		Annualized Current Distribution Rate is the current distribution rate annualized as a percentage of the Fund’s NAV at month end.
	(4)		Fiscal YTD Cumulative Total Return on NAV is the percentage change in the Fund’s NAV from the first day of the fiscal year to this month end, including distributions paid and assuming reinvestment of those distributions.
	(5)		Fiscal YTD Cumulative Distribution Rate is the dollar value of distributions from the first day of the fiscal year to this month end as a percentage of the Fund’s NAV at month end.

The amounts and sources of distributions reported in this notice are estimates only and are not being provided for tax reporting purposes. The actual amounts and sources of the distributions for tax purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund or your broker will send you a Form 1099-DIV for the calendar year that will tell you what distributions to report for federal income tax purposes.

About the Fund

Virtus Total Return Fund Inc. is a diversified closed-end fund whose investment objective is capital appreciation, with income as a secondary objective. Virtus Investment Advisers, LLC, a registered investment adviser and an affiliate of Virtus Investment Partners, Inc., is the investment adviser and Duff & Phelps Investment Management Co. and Newfleet Asset Management are the subadvisers to the Fund.

For more information on the Fund, contact shareholder services at (866) 270-7788, by email at [email protected], or through the Closed-End Funds section of virtus.com.

Fund Risks

An investment in a fund is subject to risk, including the risk of possible loss of principal. A fund’s shares may be worth less upon their sale than what an investor paid for them. Shares of closed-end funds may trade at a premium or discount to their NAV. For more information about the Fund’s investment objective and risks, please see the Fund’s annual report. A copy of the Fund’s most recent annual report can be accessed through the Closed-End Funds section of virtus.com and may be obtained free of charge by contacting “Shareholder Services” as set forth at the bottom of this press release.

About Duff & Phelps Investment Management Co.

Duff & Phelps Investment Management Co. pursues investment strategies with exceptional depth of resources and expertise. With more than 35 years of experience managing investment portfolios, Duff & Phelps has earned a reputation as a leader in investing in global listed infrastructure, global listed real estate, clean energy, and diversified real assets in institutional separate accounts and open- and closed-end funds. For more information, visit dpimc.com.

About Newfleet Asset Management

Newfleet Asset Management provides comprehensive fixed income portfolio management in multiple strategies. The Newfleet Multi-Sector Strategies team that manages the Virtus Total Return Fund Inc. employs active sector rotation and disciplined risk management in portfolio construction, avoiding interest rate bets, and remaining duration neutral to each strategy’s stated benchmark. Newfleet Asset Management is a division of Virtus Fixed Income Advisers, LLC, which is a registered investment adviser affiliated with Virtus Investment Partners. For more information, visit newfleet.com.

About Virtus Investment Partners, Inc.

Virtus Investment Partners (NYSE: VRTS) is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. We provide investment products and services from our investment managers, each with a distinct investment style and autonomous investment process, as well as select subadvisers. Investment solutions are available across multiple disciplines and product types to meet a wide array of investor needs. Additional information about our firm, investment partners, and strategies is available at virtus.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260827043636/en/

For Further Information:

Shareholder Services

(866) 270-7788

[email protected]

KEYWORDS: Connecticut United States North America

INDUSTRY KEYWORDS: Professional Services Finance

MEDIA:

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Marvell Technology, Inc. Reports Second Quarter of Fiscal Year 2027 Financial Results

• Q2 Net Revenue: $2.739 billion, a new record, grew by 37% year-on-year

• Q2 Gross Margin: 53.1% GAAP gross margin; 58.9% non-GAAP gross margin

• Q2 Diluted income per share: $0.33 GAAP diluted income per share; $0.94 non-GAAP diluted income per share

SANTA CLARA, Calif.–(BUSINESS WIRE)–
Marvell Technology, Inc. (NASDAQ: MRVL), a leader in data infrastructure semiconductor solutions, today reported financial results for the second quarter of fiscal year 2027.

Net revenue for the second quarter of fiscal 2027 was $2.739 billion, $39.0 million above the mid-point of the Company’s guidance provided on May 27, 2026.

GAAP net income for the second quarter of fiscal 2027 was $308.0 million, or $0.33 per diluted share. Non-GAAP net income for the second quarter of fiscal 2027 was $865.9 million, or $0.94 per diluted share. Cash flow from operations for the second quarter was $605.5 million.

“Marvell delivered record second-quarter fiscal 2027 revenue of $2.739 billion, up 37% year over year, driven by continued strong demand across our Data Center portfolio, where revenue growth accelerated to 46% year over year,” said Matt Murphy, Marvell’s Chairman and CEO. “AI-related bookings remain exceptionally robust, and we expect our revenue growth to accelerate further through the remainder of fiscal 2027. Given this strength, we are again raising our revenue outlook for both fiscal 2027 and fiscal 2028 compared with the guidance we provided last quarter. We are seeing broad-based strength across our Data Center portfolio, including strong demand in Connectivity and a significant acceleration in our Custom business beginning in the second half of fiscal 2027. We look forward to showcasing these growth drivers and sharing Marvell’s long-term strategy for enabling the continued expansion of AI infrastructure at our Investor Day on October 6^th, 2026.”

Third Quarter of Fiscal 2027 Financial Outlook

• Net revenue is expected to be $3.150 billion +/- 5%.

• GAAP gross margin is expected to be 52.9% to 53.9%.

• Non-GAAP gross margin is expected to be 57.5% to 58.5%.

• GAAP operating expenses are expected to be approximately $1.015 billion.

• Non-GAAP operating expenses are expected to be approximately $655 million.

• Basic weighted-average shares outstanding are expected to be 900 million.

• Diluted weighted-average shares outstanding are expected to be 921 million.

• GAAP diluted net income per share is expected to be $0.53 +/- $0.05 per share.

• Non-GAAP diluted net income per share is expected to be $1.10 +/- $0.05 per share.

GAAP diluted EPS is calculated using basic weighted-average shares outstanding when there is a GAAP net loss, and calculated using diluted weighted-average shares outstanding when there is a GAAP net income. Non-GAAP diluted EPS is calculated using diluted weighted-average shares outstanding. The Company calculated EPS under the two-class method as a result of the issuance of the Series A Convertible Preferred Stock on March 31, 2026.

Conference Call

Marvell will conduct a conference call on Thursday, August 27, 2026 at 1:45 p.m. Pacific Time to discuss results for the second quarter of fiscal year 2027. The call will be webcast and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/. Interested parties may also join the live conference call via telephone by using the ‘Call me™’ link provided in the press release on August 3, 2026, and on the Quarterly Earnings section of the Marvell Investor Relations website, to receive an instant automated call back. To join the call via telephone with operator assistance, please dial 1-877-407-8291 or 1-201-689-8345. A replay of the call can be accessed by dialing 1-877-660-6853 or 1-201-612-7415, passcode 13762036 until Thursday, September 3, 2026.

Discussion of Non-GAAP Financial Measures

Non-GAAP financial measures exclude the effect of stock-based compensation expense, amortization of acquired intangible assets, acquisition and divestiture related costs, restructuring and other related charges (gains), (including, but not limited to, changes in contractual obligations, employee severance costs, and facility exit related charges), change in fair value of contingent consideration liability and forward stock purchase contract, resolution of legal matters, and certain expenses and benefits that are driven primarily by discrete events that management does not consider to be directly related to Marvell’s core business. Although Marvell excludes the amortization of all acquired intangible assets from these non-GAAP financial measures, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase price accounting arising from acquisitions, and that such amortization of intangible assets that relate to past acquisitions will recur in future periods until such intangible assets have been fully amortized. Investors should note that the use of intangible assets contributed to Marvell’s revenues earned during the periods presented and are expected to contribute to Marvell’s future period revenues as well.

Marvell uses a non-GAAP tax rate to compute the non-GAAP tax provision. This non-GAAP tax rate is based on Marvell’s estimated annual GAAP income tax forecast, adjusted to account for items excluded from Marvell’s non-GAAP income, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency, and excludes tax deductions and benefits from acquired tax loss and credit carryforwards and changes in valuation allowance on acquired deferred tax assets. Marvell’s non-GAAP tax rate is determined on an annual basis and may be adjusted during the year to take into account events that may materially affect the non-GAAP tax rate such as tax law changes; acquisitions; significant changes in Marvell’s geographic mix of revenue and expenses; or changes to Marvell’s corporate structure. For the second quarter of fiscal 2027, a non-GAAP tax rate of 11.0% has been applied to the non-GAAP financial results.

Marvell believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Marvell’s financial condition and results of operations. While Marvell uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Marvell does not consider these measures to be a substitute for, or superior to, financial measures calculated in accordance with GAAP. Consistent with this approach, Marvell believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance.

Externally, management believes that investors may find Marvell’s non-GAAP financial measures useful in their assessment of Marvell’s operating performance and the valuation of Marvell. Internally, Marvell’s non-GAAP financial measures are used in the following areas:

• Management’s evaluation of Marvell’s operating performance;

• Management’s establishment of internal operating budgets;

• Management’s performance comparisons with internal forecasts and targeted business models; and

• Management’s determination of the achievement and measurement of certain types of compensation including Marvell’s annual incentive plan and certain performance-based equity awards (adjustments may vary from award to award).

Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of Marvell’s business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Marvell’s results as reported under GAAP. The exclusion of the above items from our GAAP financial metrics does not necessarily mean that these costs are unusual or infrequent.

Marvell does not provide a reconciliation of its forward-looking non-GAAP measures to the most directly comparable GAAP measures for periods after the third quarter of fiscal 2027 because certain items that impact those GAAP measures are uncertain, depend on various factors, could be material to Marvell’s results computed in accordance with GAAP, and cannot be provided without unreasonable effort. These items include, but are not limited to, restructuring and other related charges, asset impairments, stock-based compensation expense and other nonrecurring expenses that cannot reasonably be estimated in advance.

Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” “targets,” “may,” “can,” “will,” “would” and similar expressions identify such forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, the statements describing our financial outlook and future period revenues. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, including, but not limited to: risks related to our ability to estimate customer demand and future sales accurately; our ability to define, design, develop and market products for the data center and communications markets; risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market; constrained supply or limited availability of advanced semiconductor wafers, substrates, outsourced test services, and other electronic components, for which there are a limited number of qualified suppliers, and for which increased industry-wide demand, capacity limitations, or other supply chain constraints could result in extended lead times, allocation of supply to our competitors, inability to obtain sufficient quantities on commercially acceptable terms, or impairment of our customers’ ability to manufacture and ship their end products, any of which could delay our production, increase our costs, or reduce customer demand for our products and adversely affect our revenue; risks related to the potential impact of AI on our business model and products; risks related to the rapid growth of the Company; risks that our customers develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third parties; our ability to secure design wins from our customers and prospective customers; our ability to complete and realize the anticipated benefits of any acquisitions, divestitures and investments; the impact of international conflict (such as the current armed conflicts in the Ukraine and in Israel and the Middle East) and economic volatility in either domestic or foreign markets including risks related to trade conflicts or tensions, regulations, and tariffs, including but not limited to, trade restrictions imposed on our Chinese customers; risks related to changes in general macroeconomic conditions, or expectations of such conditions, such as high or rising interest rates, macroeconomic slowdowns, recessions, inflation, and stagflation; risks related to higher inventory levels; risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory; our ability to realize the expected benefits from restructuring activities; the risk of downturns in the semiconductor industry or our customer end markets; our ability to retain and hire key personnel; risks related to our return to working full time in the office; cybersecurity risks; our ability to limit costs related to defective products; risks related to our debt obligations; delays or increased costs related to completing the design, development, production and introduction of our new products due to a variety of issues, including supply chain cross-dependencies, dependencies on EDA and similar tools, dependencies on the use of third-party, business partner or customer intellectual property, collaboration and synchronization requirements with business partners and customers, requirements to establish new manufacturing, testing, assembly and packing processes, and other issues; our reliance on our manufacturing partners for the manufacture, assembly, testing and packaging of our products; risks related to the ASIC business model which requires us to use third-party IP including the risk that we may lose business or experience reputational harm if third parties, including customers, lose confidence in our ability to protect their IP rights; the risks associated with manufacturing and selling products and customers’ products outside of the United States; decreases in gross margin and results of operations in the future due to a number of factors, including high or increasing interest rates and volatility in foreign exchange rates; severe financial hardship or bankruptcy of one or more of our major customers; the effects of transitioning to smaller geometry process technologies; the impact of any change in the income tax laws in jurisdictions where we operate and the loss of any beneficial tax treatment that we currently enjoy; the outcome of pending or future litigation and legal and regulatory proceedings; risk related to our Sustainability program; the impact and costs associated with changes in international financial and regulatory conditions; our ability and the ability of our customers to successfully compete in the markets in which we serve; our ability and our customers’ ability to develop new and enhanced products and the adoption of those products in the market; our ability to scale our operations in response to changes in demand for existing or new products and services; risks associated with acquisition and consolidation activity in the semiconductor industry, including any consolidation of our manufacturing partners; our ability to protect our intellectual property; risks related to the issuance of preferred stock; risks related to the impact of future pandemics; our maintenance of an effective system of internal controls; financial institution instability; and other risks detailed in our SEC filings from time to time. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in the “Risk Factors” section of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by us from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

About Marvell

To deliver the data infrastructure technology that connects the world, we’re building solutions on the most powerful foundation: our partnerships with our customers. Trusted by the world’s leading technology companies for over 30 years, we move, store, process and secure the world’s data with semiconductor solutions designed for our customers’ current needs and future ambitions. Through a process of deep collaboration and transparency, we’re ultimately changing the way tomorrow’s enterprise, cloud and carrier architectures transform—for the better.

Marvell^® and the Marvell logo are registered trademarks of Marvell and/or its affiliates.

Marvell Technology, Inc. Condensed Consolidated Statements of Operations (Unaudited) (In millions, except per share amounts)
		Three Months Ended												Six Months Ended
		August 1, 2026				May 2, 2026				August 2, 2025				August 1, 2026				August 2, 2025
Net revenue		$	2,739.3			$	2,417.8			$	2,006.1			$	5,157.1			$	3,901.4
Cost of goods sold			1,283.7				1,157.0				995.5				2,440.7				1,938.4
Gross profit			1,455.6				1,260.8				1,010.6				2,716.4				1,963.0
Operating expenses:
Research and development			741.1				652.3				519.0				1,393.4				1,026.7
Selling, general and administrative			257.6				258.4				192.8				516.0				379.2
Restructuring related charges (gains), net			(2.8	)			10.7				8.7				7.9				(3.6	)
Total operating expenses			995.9				921.4				720.5				1,917.3				1,402.3
Operating income			459.7				339.4				290.1				799.1				560.7
Interest expense			(61.6	)			(52.8	)			(51.9	)			(114.4	)			(100.6	)
Other expense, net			(19.8	)			(203.3	)			(4.5	)			(223.1	)			(10.5	)
Interest and other loss, net			(81.4	)			(256.1	)			(56.4	)			(337.5	)			(111.1	)
Income before income taxes			378.3				83.3				233.7				461.6				449.6
Provision for income taxes			70.3				48.8				38.9				119.1				76.9
Net income		$	308.0			$	34.5			$	194.8			$	342.5			$	372.7
Net income per share — basic		$	0.34			$	0.04			$	0.23			$	0.39			$	0.43
Net income per share — diluted		$	0.33			$	0.04			$	0.22			$	0.38			$	0.43
Weighted-average shares outstanding – common stock and preferred stock assuming conversion:
Basic			897.4				882.0				862.6				889.6				863.7
Diluted			921.2				893.3				870.4				907.1				873.0

Marvell Technology, Inc. Condensed Consolidated Balance Sheets (Unaudited) (In millions)
		August 1, 2026			January 31, 2026
Assets
Current assets:
Cash and cash equivalents		$	3,932.8		$	2,638.8
Accounts receivable, net			2,218.4			2,186.6
Inventories			1,360.6			1,388.0
Prepaid expenses and other current assets			407.5			247.2
Total current assets			7,919.3			6,460.6
Property and equipment, net			1,071.0			935.0
Goodwill			13,873.9			11,062.2
Acquired intangible assets, net			2,346.6			1,754.7
Deferred tax assets			322.3			345.9
Other non-current assets			2,021.5			1,726.9
Total assets		$	27,554.6		$	22,285.3
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	797.9		$	1,073.8
Accrued liabilities			1,425.8			1,337.1
Accrued employee compensation			275.8			309.8
Short-term debt			—			499.8
Total current liabilities			2,499.5			3,220.5
Long-term debt			4,962.9			3,970.8
Other non-current liabilities			1,560.6			785.6
Total liabilities			9,023.0			7,976.9
Stockholders’ equity:
Preferred stock			—			—
Common stock			1.8			1.7
Additional paid-in capital			16,939.2			12,950.9
Retained earnings			1,590.6			1,355.8
Total stockholders’ equity			18,531.6			14,308.4
Total liabilities and stockholders’ equity		$	27,554.6		$	22,285.3

Marvell Technology, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (In millions)
		Three Months Ended								Six Months Ended
		August 1, 2026				August 2, 2025				August 1, 2026				August 2, 2025
Cash flows from operating activities:
Net income		$	308.0			$	194.8			$	342.5			$	372.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			93.1				84.1				188.5				168.3
Stock-based compensation			326.2				153.6				533.8				295.7
Amortization of acquired intangible assets			214.9				243.7				440.1				489.4
Change in fair value of contingent consideration liability			101.9				—				433.7				—
Change in fair value of forward stock purchase contract			(49.9	)			—				(131.0	)			—
Restructuring related charges (gains), net			—				—				—				(14.0	)
Deferred income taxes			24.9				(4.9	)			38.7				(9.2	)
Other expense, net			35.1				36.7				58.3				80.8
Changes in assets and liabilities, net of acquisitions:
Accounts receivable			(346.6	)			(307.7	)			(31.7	)			(423.3	)
Prepaid expenses and other assets			(305.2	)			(117.5	)			(333.7	)			(93.4	)
Inventories			48.3				15.4				36.9				(54.5	)
Accounts payable			22.3				(30.7	)			(333.6	)			(68.1	)
Accrued employee compensation			44.3				26.8				(40.1	)			(90.8	)
Accrued liabilities and other non-current liabilities			88.2				167.3				41.9				140.9
Net cash provided by operating activities			605.5				461.6				1,244.3				794.5
Cash flows from investing activities:
Purchases of technology licenses			(4.5	)			(1.1	)			(5.0	)			(2.2	)
Purchases of property and equipment			(126.7	)			(47.5	)			(282.4	)			(166.3	)
Proceeds from sales of property and equipment			—				1.4				—				27.3
Acquisitions, net of cash acquired			—				—				(1,270.9	)			—
Other, net			0.9				(30.0	)			6.6				(30.1	)
Net cash used in investing activities			(130.3	)			(77.2	)			(1,551.7	)			(171.3	)
Cash flows from financing activities:
Repurchases of common stock			(200.0	)			(200.0	)			(400.0	)			(540.0	)
Proceeds from employee stock plans			54.2				50.5				57.5				51.1
Proceeds from issuance of preferred stock			—				—				2,000.0				—
Tax withholding paid on behalf of employees for net share settlement			(138.0	)			(50.7	)			(365.2	)			(100.9	)
Dividend payments to stockholders			(53.9	)			(51.7	)			(107.7	)			(103.5	)
Payments on technology license obligations			(29.4	)			(27.5	)			(56.6	)			(54.3	)
Proceeds from borrowings			—				998.6				998.9				1,198.6
Principal payments of debt			—				(757.8	)			(500.0	)			(790.6	)
Other, net			(18.9	)			(7.3	)			(25.5	)			(7.5	)
Net cash provided by (used in) financing activities			(386.0	)			(45.9	)			1,601.4				(347.1	)
Net increase in cash and cash equivalents			89.2				338.5				1,294.0				276.1
Cash and cash equivalents at beginning of period			3,843.6				885.9				2,638.8				948.3
Cash and cash equivalents at end of period		$	3,932.8			$	1,224.4			$	3,932.8			$	1,224.4

Marvell Technology, Inc. Reconciliations from GAAP to Non-GAAP (Unaudited) (In millions, except per share amounts)
		Three Months Ended												Six Months Ended
		August 1, 2026				May 2, 2026				August 2, 2025				August 1, 2026				August 2, 2025
GAAP gross profit		$	1,455.6			$	1,260.8			$	1,010.6			$	2,716.4			$	1,963.0
Special items – expenses (income):
Stock-based compensation			15.9				14.2				13.4				30.1				24.6
Amortization of acquired intangible assets			142.7				150.8				167.4				293.5				336.8
Restructuring related charges (gains) (a)			(0.2	)			(2.0	)			—				(2.2	)			—
Other cost of goods sold			—				—				—				—				0.5
Total special items			158.4				163.0				180.8				321.4				361.9
Non-GAAP gross profit		$	1,614.0			$	1,423.8			$	1,191.4			$	3,037.8			$	2,324.9
GAAP gross margin			53.1	%			52.1	%			50.4	%			52.7	%			50.3	%
Stock-based compensation			0.6	%			0.6	%			0.7	%			0.6	%			0.6	%
Amortization of acquired intangible assets			5.2	%			6.3	%			8.3	%			5.7	%			8.7	%
Restructuring related charges (gains) (a)			—	%			(0.1	)%			—	%			—	%			—	%
Other cost of goods sold			—	%			—	%			—	%			—	%			—	%
Non-GAAP gross margin			58.9	%			58.9	%			59.4	%			59.0	%			59.6	%
GAAP operating expenses		$	995.9			$	921.4			$	720.5			$	1,917.3			$	1,402.3
Special items – (expenses) income:
Stock-based compensation			(310.3	)			(193.4	)			(140.2	)			(503.7	)			(271.1	)
Amortization of acquired intangible assets			(72.2	)			(74.4	)			(76.3	)			(146.6	)			(152.6	)
Restructuring related (charges) gains (a)			2.8				(10.7	)			(8.7	)			(7.9	)			3.6
Other (b)			(5.4	)			(66.0	)			(2.7	)			(71.4	)			(3.4	)
Total special items			(385.1	)			(344.5	)			(227.9	)			(729.6	)			(423.5	)
Non-GAAP operating expenses		$	610.8			$	576.9			$	492.6			$	1,187.7			$	978.8
GAAP operating income		$	459.7			$	339.4			$	290.1			$	799.1			$	560.7
Special items – expenses (income):
Stock-based compensation			326.2				207.6				153.6				533.8				295.7
Amortization of acquired intangible assets			214.9				225.2				243.7				440.1				489.4
Restructuring related charges (gains) (a)			(3.0	)			8.7				8.7				5.7				(3.6	)
Other cost of goods sold			—				—				—				—				0.5
Other (b)			5.4				66.0				2.7				71.4				3.4
Total special items			543.5				507.5				408.7				1,051.0				785.4
Non-GAAP operating income		$	1,003.2			$	846.9			$	698.8			$	1,850.1			$	1,346.1
GAAP operating margin			16.8	%			14.0	%			14.5	%			15.5	%			14.4	%
Stock-based compensation			11.9	%			8.6	%			7.7	%			10.4	%			7.6	%
Amortization of acquired intangible assets			7.8	%			9.3	%			12.1	%			8.5	%			12.5	%
Restructuring related charges (gains) (a)			(0.1	)%			0.4	%			0.4	%			0.1	%			(0.1	)%
Other cost of goods sold			—	%			—	%			—	%			—	%			—	%
Other (b)			0.2	%			2.7	%			0.1	%			1.4	%			0.1	%
Non-GAAP operating margin			36.6	%			35.0	%			34.8	%			35.9	%			34.5	%
GAAP interest and other loss, net		$	(81.4	)		$	(256.1	)		$	(56.4	)		$	(337.5	)		$	(111.1	)
Special items – expenses (income):
Change in fair value of contingent consideration liability, net of forward stock purchase contract			52.0				250.7				—			$	302.7			$	—
Other (b)			(0.9	)			(34.7	)			8.2			$	(35.6	)		$	15.6
Total special items			51.1				216.0				8.2				267.1				15.6
Non-GAAP interest and other loss, net		$	(30.3	)		$	(40.1	)		$	(48.2	)		$	(70.4	)		$	(95.5	)
GAAP net income		$	308.0			$	34.5			$	194.8			$	342.5			$	372.7
Special items – expenses (income):
Stock-based compensation			326.2				207.6				153.6				533.8				295.7
Amortization of acquired intangible assets			214.9				225.2				243.7				440.1				489.4
Restructuring related charges (gains) (a)			(3.0	)			8.7				8.7				5.7				(3.6	)
Other cost of goods sold			—				—				—				—				0.5
Change in fair value of contingent consideration liability, net of forward stock purchase contract			52.0				250.7				—				302.7				—
Other (b)			4.5				31.3				10.9				35.8				19.0
Pre-tax total special items			594.6				723.5				416.9				1,318.1				801.0
Other income tax effects and adjustments (c)			(36.7	)			(40.0	)			(26.2	)			(76.7	)			(48.2	)
Non-GAAP net income		$	865.9			$	718.0			$	585.5			$	1,583.9			$	1,125.5
GAAP weighted-average shares outstanding — basic			897.4				882.0				862.6				889.6				863.7
GAAP weighted-average shares outstanding — diluted			921.2				893.3				870.4				907.1				873.0
Non-GAAP weighted-average shares outstanding — diluted			921.2				893.3				870.4				907.1				873.0
GAAP diluted net income per share		$	0.33			$	0.04			$	0.22			$	0.38			$	0.43
Non-GAAP diluted net income per share		$	0.94			$	0.80			$	0.67			$	1.75			$	1.29

(a)		Restructuring and other related items include gain on sale of property, changes in contractual obligations, employee severance costs, facility exit related charges, and other.
(b)		Other costs in operating expenses, operating income and interest and other loss, net include acquisition and divestiture related costs, gain or loss on investments, gain on sale of intellectual property, and legal contingency matters.
(c)		Other income tax effects and adjustments relate to tax provision based on a non-GAAP income tax rate of 11.0% for the three and six months ended August 1, 2026 and three months ended May 2, 2026. Other income tax effects and adjustments relate to tax provision based on a non-GAAP income tax rate of 10.0% for the three and six months ended August 2, 2025.

Marvell Technology, Inc. Outlook for the Third Quarter of Fiscal Year 2027 Reconciliations from GAAP to Non-GAAP (Unaudited) (In millions, except per share amounts)
	Outlook for Three Months Ended October 31, 2026
GAAP net revenue	$3,150 +/- 5%
Special items:	—
Non-GAAP net revenue	$3,150 +/- 5%
GAAP gross margin	52.9% – 53.9%
Special items:
Stock-based compensation	~0.8%
Amortization of acquired intangible assets	~3.9%
Non-GAAP gross margin	57.5% – 58.5%
Total GAAP operating expenses	~$1,015
Special items:
Stock-based compensation	285
Amortization of acquired intangible assets	72
Restructuring related charges	1
Other	2
Total non-GAAP operating expenses	~$655
GAAP diluted net income per share	$0.53 +/- $0.05
Special items:
Stock-based compensation	0.34
Amortization of acquired intangible assets	0.21
Other income tax effects and adjustments	(0.03)
Other	0.05
Non-GAAP diluted net income per share	$1.10 +/- $0.05

Quarterly Revenue Trend (Unaudited)

Our product solutions serve two end markets: (i) data center and (ii) communications and other. These markets and their corresponding customer products and applications are noted in the table below:

End market	Customer products and applications
Data center	Cloud and on-premise Artificial intelligence (“AI”) systems Cloud and on-premise ethernet switching Cloud and on-premise network-attached storage (“NAS”) Cloud and on-premise AI servers Cloud and on-premise general-purpose servers Cloud and on-premise storage area networks Cloud and on-premise storage systems Data center interconnect (“DCI”)
Communications and other	Enterprise networking Campus and small medium enterprise routers Campus and small medium enterprise ethernet switches Campus and small medium enterprise wireless access points (“WAPs”) Network appliances (firewalls, and load balancers) Workstations
	Carrier infrastructure Broadband access systems Ethernet switches Optical transport systems Routers Wireless radio access network (“RAN”) systems
	Consumer Broadband gateways and routers Gaming consoles Home data storage Home wireless access points (“WAPs”) Personal Computers (“PCs”) Printers Set-top boxes
	Automotive/industrial Advanced driver-assistance systems (“ADAS”)* Autonomous vehicles (“AV”)* In-vehicle networking* Industrial ethernet switches United States military and government solutions Video surveillance
* These customer products and applications were divested as part of the automotive ethernet business sale on August 14, 2025.

Quarterly Revenue Trend (Unaudited) (Continued)
	Three Months Ended									% Change
Revenue by End Market (In millions)	August 1, 2026			May 2, 2026			August 2, 2025			YoY			QoQ
Data center	$	2,171.5		$	1,832.7		$	1,490.5		46	%		18	%
Communications and other		567.8			585.1			515.6		10	%		(3	)%
Total Net Revenue	$	2,739.3		$	2,417.8		$	2,006.1		37	%		13	%

							Three Months Ended
Revenue by End Market % of Total							August 1, 2026			May 2, 2026			August 2, 2025
Data center							79	%		76	%		74	%
Communications and other							21	%		24	%		26	%
Total Net Revenue							100	%		100	%		100	%

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260827816134/en/

For further information, contact:

Ross Seymore

Senior Vice President, Investor Relations

408-222-0777

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Technology Semiconductor Security Telecommunications Software Networks Internet Hardware Data Management Artificial Intelligence

MEDIA:

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Elastic Reports First Quarter Fiscal 2027 Financial Results

cRPO growth of 21% as reported and 20% on a constant currency basis

Q1 net additions to our >$100K ACV customer cohort reach the highest level to date

SAN FRANCISCO–(BUSINESS WIRE)–Elastic (NYSE: ESTC), the Search AI Company, announced financial results for its first quarter of fiscal 2027 ended July 31, 2026.

First Quarter Fiscal 2027 Financial Highlights

• Total revenue was $478 million, an increase of 15% year-over-year, as reported and on a constant currency basis

• Total subscription revenue was $449 million, an increase of 15% year-over-year, as reported and on a constant currency basis

• Sales-led subscription revenue (calculated as subscription revenue excluding Monthly Elastic Cloud) was $399 million, an increase of 18% year-over-year, or 17% on a constant currency basis

• Current remaining performance obligations were $1.153 billion, an increase of 21% year-over-year, or 20% on a constant currency basis

• Remaining performance obligations were $1.854 billion, an increase of 27% year-over-year, as reported and on a constant currency basis

• GAAP operating loss was $24 million; GAAP operating margin was -5%

• Non-GAAP operating income was $77 million; non-GAAP operating margin was 16.2%

• GAAP net loss per share was $0.16; non-GAAP diluted earnings per share was $0.70

• Operating cash flow was $132 million with adjusted free cash flow of $143 million

• Cash, cash equivalents, and marketable securities were $1.461 billion as of July 31, 2026

“Elastic delivered a strong start to fiscal 2027, beating our guidance across all key metrics,” said Ash Kulkarni, chief executive officer, Elastic. “AI is reshaping the enterprise technology stack, and organizations are making deliberate choices about where to build and how to observe and secure their applications and data. Our record quarter-over-quarter net customer additions to our >$100K ACV cohort and continued strength in cRPO and RPO growth reflect the durability of that demand. We enter the year with growing momentum across Search & AI, Security, and Observability and confidence in the trajectory of our business.”

First Quarter Fiscal 2027 Key Metrics and Recent Business Highlights

Key Customer Metrics

• Total customer count with Annual Contract Value (ACV) greater than $100,000 was over 1,800 compared to over 1,720 in Q4 FY26, and over 1,550 in Q1 FY26

• Net Expansion Rate was approximately 111%

Product Innovations and Updates

• Delivered general availability of native Prometheus and PromQL support, out-of-the-box Kubernetes agentic investigations, and automated migration features in our unified platform for metrics and logs

• Introduced Columnar Mode in technical preview, combining the efficiency of columnar analytics with Elasticsearch’s best-in-class search across all data, with especially significant improvements to the cost and performance of metrics and log analytics

• Introduced general availability of VectorDB index mode and Auto Calibration for DiskBBQ, enabling instant vector search out of the box, no setup or index tuning required

• Delivered Jina AI embedding and reranker models for on-premises and air-gapped environments through Jina On-Prem

• Introduced an agentic Kubernetes investigation workflow and MCP-based observability skills that analyze logs, metrics, anomalies, and cluster events, surfacing root causes and next steps automatically

• Expanded Attack Discovery, broader endpoint protection, and enhanced native workflow automation with Alert Zero, an AI-driven alert triage and attack investigation for the agentic SOC

Other Business Highlights

• Acquired Deductive AI, an AI-powered investigation platform that helps engineering teams identify and resolve production issues faster, bringing more AI-powered investigation and automation to Elastic Observability

• Recognized as a Leader for the Third Consecutive Year in the Gartner® Magic Quadrant™ for Observability Platforms

• Recognized as a Leader in the IDC MarketScape: Worldwide SIEM 2026

• Recognized as a Strong Performer in The Forrester Wave™: Extended Detection And Response Platforms, Q2 2026

• Achieved the industry’s 100% malware protection score in AV-Comparatives 2026 Business Security Test, tied for the highest score in the Real-World Protection Test with a 99.8% protection rate, and earned the AV-Comparatives Approved Business Product Award

• Announced our collaboration with OpenAI to bring OpenAI’s advanced reasoning models with governed enterprise context in Elasticsearch across AI applications, security operations, and observability

• Achieved the AI Security distinction in the Amazon Web Services (AWS) Security Competency

• Engaged with thousands of customers and partners at Black Hat and the RAISE AI Summit in Paris

Share Repurchase Program

In October 2025, Elastic announced a share repurchase program pursuant to which the Company may repurchase up to $500 million of the Company’s outstanding ordinary shares. As part of this program, during the first quarter of fiscal 2027, Elastic repurchased approximately 0.8 million ordinary shares at an average price per share of $49.71 on the open market, representing an aggregate value of approximately $40 million.

Financial Outlook

The Company is providing the following guidance:

For the second quarter of fiscal 2027 (ending October 31, 2026):

• Total revenue is expected to be between $486 million and $487 million, representing 14.9% year-over-year growth at the midpoint (15.0% year-over-year constant currency growth at the midpoint)

• Sales-led subscription revenue is expected to be between $407.5 million and $408.5 million, representing 16.9% year-over-year growth at the midpoint (17.1% year-over-year constant currency growth at the midpoint)

• GAAP operating margin is expected to be positive

• Non-GAAP operating margin is expected to be approximately 19.0%

• Non-GAAP diluted earnings per share is expected to be between $0.80 and $0.82, assuming between 108.0 million and 109.0 million diluted weighted average ordinary shares outstanding

For fiscal 2027 (ending April 30, 2027):

• Total revenue is expected to be between $1.998 billion and $2.010 billion, representing 15.2% year-over-year growth at the midpoint (15.3% year-over-year constant currency growth at the midpoint)

• Sales-led subscription revenue is expected to be between $1.682 billion and $1.694 billion, representing 17.4% year-over-year growth at the midpoint (17.5% year-over-year constant currency growth at the midpoint)

• GAAP operating margin is expected to be positive

• Non-GAAP operating margin is expected to be approximately 19.4%

• Non-GAAP diluted earnings per share is expected to be between $3.29 and $3.37, assuming between 108.5 million and 109.5 million diluted weighted average ordinary shares outstanding

• Adjusted free cash flow margin is expected to be approximately 21.5%, excluding any acquisitions or other one-time charges

The diluted weighted average ordinary shares outstanding reflect only share buybacks completed as of July 31, 2026.

The guidance assumes, among others, the following exchange rates: 1 Euro = 1.166 US Dollars; and 1 Great British Pound = 1.361 US Dollars.

See the section titled “Forward-Looking Statements” below for information on the risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. We present historical and forward-looking non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” below for an explanation of these non-GAAP measures. A reconciliation of forward-looking non-GAAP measures to the corresponding GAAP measures for sales-led subscription revenue, operating margin, net (loss) earnings per share, and adjusted free cash flow margin is not available without unreasonable effort due to the uncertainty regarding, and the potential variability of, many of the costs and expenses that may be incurred in the future. These items necessary to reconcile such non-GAAP measures could be material and have a significant impact on the Company’s results computed in accordance with GAAP.

Conference Call and Webcast

As previously announced, Elastic’s executive management team will host a conference call today at 2:00 p.m. PT / 5:00 p.m. ET to discuss the Company’s financial results and business outlook. A live audio webcast of the conference call will be available through Elastic’s Investor Relations website at ir.elastic.co. A presentation containing financial and operating information will be available at the same website. The replay of the webcast will also be available on the investor relations website.

About Elastic

Elastic (NYSE: ESTC) integrates its deep expertise in search technology with artificial intelligence to help everyone transform all of their data into answers, actions, and outcomes. The Elasticsearch Platform, which is the foundation for its search, observability, and security solutions, is used by thousands of companies, including more than 50% of the Fortune 500. Learn more at elastic.co.

Elastic and associated marks are trademarks or registered trademarks of Elastic N.V. and its subsidiaries. All other company and product names may be trademarks of their respective owners.

Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties, which include, but are not limited to, statements regarding our expected financial results for the fiscal quarter ending October 31, 2026 and fiscal year ending April 30, 2027, the expected performance or benefits of and demand for our offerings, our product strategy and innovation, and the impacts of AI on enterprise technology, our industry and organizational decision-making. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements due to uncertainties, risks, and changes in circumstances, including but not limited to, those related to: our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses (which include changes in sales and marketing, research and development and general and administrative expenses), and our ability to achieve and maintain profitability; the success of our AI initiatives; competition we face in the AI landscape; market understanding and valuation of AI technologies; the use of AI by our workforce; the impact of the evolving macroeconomic and geopolitical environments on our business, operations, hiring and financial results, and on businesses and spending priorities of our customers and partners; the impact of our pricing model strategies on our business; the impact of foreign currency exchange rate fluctuations, the uncertain inflation and interest rate environment, and tariffs and other international trade policies on our results; our ability to continue to deliver and improve our offerings and develop new offerings; customer acceptance and purchase of our new and existing offerings; the expansion and adoption of our offerings; our ability to realize value from investments in the business, including acquisitions; our ability to maintain and expand our user and customer base; our international expansion strategy; the impact of our licensing model on the use and adoption of our software; our operating results and cash flows; the sufficiency of our capital resources; our ability to successfully execute our go-to-market strategy; our forecasts regarding our business; risks affecting continuation of our share repurchase program; our plan to align our investments more closely with our strategic priorities that we announced earlier this year; and general market, political, economic and business conditions.

Any additional or unforeseen effects from the evolving macroeconomic and geopolitical environments may exacerbate these risks. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those expressed or implied in our forward-looking statements are included in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and subsequent quarterly and current reports filed with the SEC. SEC filings are available on the Investor Relations section of Elastic’s website at ir.elastic.co and the SEC’s website at www.sec.gov. Elastic assumes no obligation to, and does not currently intend to, update any such forward-looking statements, except as required by law.

Statement Regarding Use of Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe the non-GAAP measures discussed below are useful in evaluating our operating performance. We use these non-GAAP financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are cautioned that there are a number of limitations associated with the use of non-GAAP financial measures and key metrics as analytical tools. Investors are encouraged to review the differences between GAAP financial measures and the corresponding non-GAAP financial measures, and not to rely on any single financial measure to evaluate our business and financial results.

Reconciliations of historical GAAP financial measures to their respective historical non-GAAP financial measures are included below. In relation to constant currency non-GAAP financial measures, the only reconciling item between GAAP financial measures and non-GAAP financial measures is the effect of foreign currency rate fluctuations. Further details on how we calculate such effects can be found in the definition of “Constant Currency” below.

Sales-led Subscription Revenue

Sales-led subscription revenue is a non-GAAP financial measure that we calculate as total subscription revenue excluding Monthly Elastic Cloud. We believe sales-led subscription revenue provides management and our investors with a consistent metric with which to measure the health of our business.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit and non-GAAP gross margin as GAAP gross profit and GAAP gross margin, respectively, excluding stock-based compensation expense and related employer taxes, and amortization of acquired intangible assets. We believe non-GAAP gross profit and non-GAAP gross margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics generally eliminate the effects of certain variables from period to period for reasons unrelated to overall operating performance.

Non-GAAP Operating Income and Non-GAAP Operating Margin

We define non-GAAP operating income and non-GAAP operating margin as GAAP operating loss and GAAP operating margin, respectively, excluding stock-based compensation expense and related employer taxes, amortization of acquired intangible assets, acquisition-related expenses, and restructuring and other related charges. We believe non-GAAP operating income and non-GAAP operating margin provide our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as these metrics generally eliminate the effects of certain variables from period to period for reasons unrelated to overall operating performance.

Non-GAAP Net Income and Non-GAAP Earnings Per Share

We define non-GAAP net income as GAAP loss, excluding stock-based compensation expense and related employer taxes, amortization of acquired intangible assets, acquisition-related expenses, restructuring and other related charges, and the income tax benefit from the release of any valuation allowance against deferred tax assets. Additionally, non-GAAP net income and non-GAAP earnings per share are adjusted for an assumed provision for income taxes based on a projected non-GAAP annual effective tax rate in fiscal 2027 and 2026 of 12% and 13%, respectively. We define non-GAAP earnings per share, basic, as non-GAAP net income divided by weighted average shares outstanding and non-GAAP earnings per share, diluted, as non-GAAP net income divided by weighted average diluted shares outstanding, which includes the potentially dilutive effect of the company’s employee equity incentive plan awards. We believe non-GAAP earnings per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this metric generally eliminates the effects of certain variables from period to period for reasons unrelated to overall operating performance.

Adjusted Free Cash Flow and Adjusted Free Cash Flow Margin

Adjusted free cash flow is a non-GAAP financial measure that we define as net cash provided by operating activities adjusted for cash paid for interest on long-term debt less cash used for investing activities for purchases of property and equipment. Adjusted free cash flow margin is calculated as adjusted free cash flow divided by total revenue. Adjusted free cash flow does not represent residual cash flow available for discretionary expenditures since, among other things, we have mandatory debt service requirements.

Constant Currency

We compare the percent change in certain results from one period to another period using constant currency information to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations. In presenting this information, current and comparative prior period results are converted into United States dollars at the exchange rates in effect on the last day of our prior fiscal year, rather than the actual exchange rates in effect during the respective periods.

Contact Information

Elastic Investor Relations

[email protected]

Elastic Corporate Communications

[email protected]

Elastic N.V.

Elastic N.V. Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited)
	Three Months Ended July 31,
		2026				2025
Revenue
Subscription	$	448,735			$	388,583
Services		29,378				26,705
Total revenue		478,113				415,288
Cost of revenue
Subscription		91,931				69,418
Services		29,994				27,328
Total cost of revenue		121,925				96,746
Gross profit		356,188				318,542
Operating expenses
Research and development		112,493				109,122
Sales and marketing		198,997				174,054
General and administrative		48,352				44,806
Restructuring and other related charges		19,920				—
Total operating expenses		379,762				327,982
Operating loss		(23,574	)			(9,440	)
Other income, net
Interest expense		(6,281	)			(6,351	)
Other income, net		12,597				15,782
Loss before income taxes		(17,258	)			(9	)
(Benefit from) provision for income taxes		(529	)			24,594
Net loss	$	(16,729	)		$	(24,603	)
Net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.16	)		$	(0.23	)
Weighted-average shares used to compute net loss per share attributable to ordinary shareholders, basic and diluted		104,640,231				105,961,879

Elastic N.V. Condensed Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited)
	As of July 31, 2026				As of April 30, 2026
Assets
Current assets:
Cash and cash equivalents	$	879,869			$	768,725
Restricted cash		1,966				1,773
Marketable securities		581,173				601,537
Accounts receivable, net of allowance for credit losses of $5,143 and $6,847 as of July 31, 2026 and April 30, 2026, respectively		236,433				464,413
Deferred contract acquisition costs		103,055				106,447
Prepaid expenses and other current assets		75,138				80,368
Total current assets		1,877,634				2,023,263
Property and equipment, net		8,172				8,591
Goodwill		356,580				356,442
Operating lease right-of-use assets		23,058				18,641
Intangible assets, net		10,443				13,059
Deferred contract acquisition costs, non-current		146,487				150,989
Deferred tax assets		566,053				567,278
Other assets		13,461				14,413
Total assets	$	3,001,888			$	3,152,676
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	14,185			$	8,618
Accrued expenses and other liabilities		77,922				96,713
Accrued compensation and benefits		99,612				119,231
Operating lease liabilities		5,709				6,539
Deferred revenue		839,758				973,820
Total current liabilities		1,037,186				1,204,921
Deferred revenue, non-current		44,189				52,502
Long-term debt, net		571,195				570,895
Operating lease liabilities, non-current		18,871				14,129
Other liabilities, non-current		33,604				33,729
Total liabilities		1,705,045				1,876,176
Shareholders’ equity:
Preference shares, €0.01 par value; 165,000,000 shares authorized; no shares issued or outstanding as of July 31, 2026 and April 30, 2026		—				—
Ordinary shares, €0.01 par value; 165,000,000 shares authorized; 108,605,243 shares issued and 105,120,583 shares outstanding as of July 31, 2026; 108,360,340 shares issued and 104,751,470 shares outstanding as of April 30, 2026		1,167				1,154
Treasury stock, at cost; 3,484,660 shares held as of July 31, 2026; 3,608,870 shares held as of April 30, 2026		(249,270	)			(275,695	)
Additional paid-in capital		2,322,498				2,310,866
Accumulated other comprehensive loss		(28,868	)			(27,870	)
Accumulated deficit		(748,684	)			(731,955	)
Total shareholders’ equity		1,296,843				1,276,500
Total liabilities and shareholders’ equity	$	3,001,888			$	3,152,676

Elastic N.V. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited)
	Three Months Ended July 31,
		2026				2025
Cash flows from operating activities
Net loss	$	(16,729	)		$	(24,603	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization		3,358				2,316
Amortization of premium and accretion of discount on marketable securities, net		(311	)			(1,393	)
Amortization of deferred contract acquisition costs		32,467				26,173
Amortization of debt issuance costs		300				287
Non-cash operating lease cost		1,768				2,316
Stock-based compensation expense		74,782				69,935
Deferred income taxes		1,061				21,562
Unrealized foreign currency transaction loss (gain)		472				(364	)
Other		6				—
Changes in operating assets and liabilities, net of impact of business acquisitions:
Accounts receivable, net		227,026				153,982
Deferred contract acquisition costs		(24,872	)			(22,284	)
Prepaid expenses and other current assets		5,208				(5,066	)
Other assets		1,414				(1,075	)
Accounts payable		5,753				9,570
Accrued expenses and other liabilities		(18,914	)			(14,892	)
Accrued compensation and benefits		(19,493	)			(10,987	)
Operating lease liabilities		(2,127	)			(2,730	)
Deferred revenue		(139,165	)			(97,912	)
Net cash provided by operating activities		132,004				104,835
Cash flows from investing activities
Purchases of property and equipment		(590	)			(656	)
Business acquisitions, net of cash acquired		—				(8,489	)
Purchases of marketable securities		(114,760	)			(248,596	)
Sales, maturities, and redemptions of marketable securities		133,490				87,366
Net cash provided by (used in) investing activities		18,140				(170,375	)
Cash flows from financing activities
Proceeds from issuance of ordinary shares upon exercise of stock options		3,304				326
Repurchases of ordinary shares		(40,016	)			—
Net cash (used in) provided by financing activities		(36,712	)			326
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(2,095	)			(10	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		111,337				(65,224	)
Cash, cash equivalents, and restricted cash, beginning of period		770,498				731,214
Cash, cash equivalents, and restricted cash, end of period	$	881,835			$	665,990

Elastic N.V. Revenue by Type (in thousands, except percentages) (unaudited)
	Three Months Ended July 31,
	2026						2025
	Amount			% of Total Revenue			Amount			% of Total Revenue
Annual Elastic Cloud	$	185,003		39	%		$	145,912		35	%
Monthly Elastic Cloud		50,202		10	%			49,862		12	%
Total Elastic Cloud		235,205		49	%			195,774		47	%
Other subscription		213,530		45	%			192,809		47	%
Total subscription		448,735		94	%			388,583		94	%
Services		29,378		6	%			26,705		6	%
Total revenue	$	478,113		100	%		$	415,288		100	%

Elastic N.V. Reconciliation of GAAP to Non-GAAP Data Supplementary Information (in thousands, except percentages) (unaudited)
	Three Months Ended July 31, 2026			% Change Year Over Year			% Change Year Over Year Excluding Currency Changes			% Change Quarter Over Quarter			% Change Quarter Over Quarter Excluding Currency Changes
Revenue
Annual Elastic Cloud	$	185,003		27	%		27	%		9	%		9	%
Monthly Elastic Cloud		50,202		1	%		1	%		5	%		5	%
Total Elastic Cloud		235,205		20	%		20	%		8	%		8	%
Other subscription		213,530		11	%		10	%		4	%		4	%
Total subscription	$	448,735		15	%		15	%		6	%		6	%
Total revenue	$	478,113		15	%		15	%		6	%		6	%
Total sales-led subscription revenue	$	398,533		18	%		17	%		6	%		7	%
Total deferred revenue	$	883,947		17	%		17	%		(14	)%		(14	)%
Total remaining performance obligations	$	1,854,226		27	%		27	%		(6	)%		(6	)%
Remaining performance obligations due within 12 months	$	1,152,670		21	%		20	%		(4	)%		(4	)%

Elastic N.V. Reconciliation of GAAP to Non-GAAP Data Adjusted Free Cash Flow (in thousands, except percentages) (unaudited)
	Three Months Ended July 31,
		2026				2025
Net cash provided by operating activities	$	132,004			$	104,835
Less: Purchases of property and equipment		(590	)			(656	)
Add: Interest paid on long-term debt		11,859				11,859
Adjusted free cash flow (1)	$	143,273			$	116,038
Net cash provided by (used in) investing activities	$	18,140			$	(170,375	)
Net cash (used in) provided by financing activities	$	(36,712	)		$	326
Net cash provided by operating activities (as a percentage of total revenue)		28	%			25	%
Less: Purchases of property and equipment (as a percentage of total revenue)		—	%			—	%
Add: Interest paid on long-term debt (as a percentage of total revenue)		2	%			3	%
Adjusted free cash flow margin		30	%			28	%
(1) Adjusted free cash flow includes cash paid for restructuring and other charges of $13.0 million during the three months ended July 31, 2026. There were no cash payments for restructuring and other charges during the three months ended July 31, 2025.

Elastic N.V. Reconciliation of GAAP to Non-GAAP Data (in thousands, except percentages, share and per share data) (unaudited)
	Three Months Ended July 31,
		2026				2025
Gross Profit Reconciliation:
GAAP gross profit	$	356,188			$	318,542
Stock-based compensation expense and related employer taxes		7,620				6,843
Amortization of acquired intangibles		2,616				1,576
Non-GAAP gross profit	$	366,424			$	326,961
Gross Margin Reconciliation(1):
GAAP gross margin		74.5	%			76.7	%
Stock-based compensation expense and related employer taxes		1.6	%			1.6	%
Amortization of acquired intangibles		0.5	%			0.4	%
Non-GAAP gross margin		76.6	%			78.7	%
Operating (Loss) Income Reconciliation:
GAAP operating loss	$	(23,574	)		$	(9,440	)
Stock-based compensation expense and related employer taxes		77,545				72,863
Amortization of acquired intangibles		2,616				1,576
Acquisition-related expenses		755				127
Restructuring and other related charges		19,920				—
Non-GAAP operating income	$	77,262			$	65,126
Operating Margin Reconciliation(1):
GAAP operating margin		(4.9	)%			(2.3	)%
Stock-based compensation expense and related employer taxes		16.2	%			17.5	%
Amortization of acquired intangibles		0.5	%			0.4	%
Acquisition-related expenses		0.2	%			—	%
Restructuring and other related charges		4.2	%			—	%
Non-GAAP operating margin		16.2	%			15.7	%
Net (Loss) Income Reconciliation:
GAAP net loss	$	(16,729	)		$	(24,603	)
Stock-based compensation expense and related employer taxes		77,545				72,863
Amortization of acquired intangibles		2,616				1,576
Acquisition-related expenses		755				127
Restructuring and other related charges		19,920				—
Income tax effects and adjustments(2)		(10,401	)			14,902
Income tax benefit from the release of a valuation allowance against deferred tax assets(2)		(157	)			—
Non-GAAP net income	$	73,549			$	64,865
Non-GAAP earnings per share attributable to ordinary shareholders, basic(1)	$	0.70			$	0.61
Non-GAAP earnings per share attributable to ordinary shareholders, diluted(1)	$	0.70			$	0.60
Weighted-average shares used to compute non-GAAP earnings per share attributable to ordinary shareholders, basic		104,640,231				105,961,879
Weighted-average shares used to compute non-GAAP earnings per share attributable to ordinary shareholders, diluted		105,686,573				107,891,810
(1) Totals may not sum, due to rounding. Gross margin, operating margin, and earnings per share are calculated based upon the respective underlying, non-rounded data.
(2) We use a projected non-GAAP annual effective tax rate for the purpose of determining non-GAAP net income and non-GAAP earnings per share, basic and diluted, across the interim period. We believe this approach provides investors with a more consistent view of our underlying operating performance. Our annual projected non-GAAP tax rate excludes the impact from stock-based compensation expense and related employer taxes, amortization of acquired intangible assets, acquisition-related expenses, restructuring and other related charges, discrete tax items, valuation allowances against deferred tax assets, and other non-recurring tax adjustments, which may vary in size and frequency. Our annual projected non-GAAP tax rate for fiscal 2027 and 2026 was 12% and 13%, respectively. Our annual projected non-GAAP tax rate may change due to factors such as new tax legislation, shifts in the geographic mix of earnings, or other significant business developments. We assess this rate as needed to ensure it reflects current conditions. Applying a consistent annual rate improves comparability across reporting periods by excluding the effects of discrete or non-recurring tax items.

Elastic N.V. Reconciliation of GAAP to Non-GAAP Data (in thousands) (unaudited)
	Three Months Ended July 31,
		2026				2025
Cost of revenue reconciliation:
GAAP subscription	$	91,931			$	69,418
Stock-based compensation expense and related employer taxes		(2,908	)			(2,653	)
Amortization of acquired intangibles		(2,616	)			(1,576	)
Non-GAAP subscription	$	86,407			$	65,189
GAAP services	$	29,994			$	27,328
Stock-based compensation expense and related employer taxes		(4,712	)			(4,190	)
Non-GAAP services	$	25,282			$	23,138
Operating expenses reconciliation:
GAAP research and development expense	$	112,493			$	109,122
Stock-based compensation expense and related employer taxes		(25,525	)			(27,773	)
Acquisition-related expenses		(238	)			(8	)
Non-GAAP research and development expense	$	86,730			$	81,341
GAAP sales and marketing expense	$	198,997			$	174,054
Stock-based compensation expense and related employer taxes		(26,003	)			(24,069	)
Non-GAAP sales and marketing expenses	$	172,994			$	149,985
GAAP general and administrative expense	$	48,352			$	44,806
Stock-based compensation expense and related employer taxes		(18,397	)			(14,178	)
Acquisition-related expenses		(517	)			(119	)
Non-GAAP general and administrative expense	$	29,438			$	30,509

 

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