Cohesity

The Numbers at a Glance

Note on the tiles: the third tile is amber because the $1.6B ARR figure comes from a CEO remark in a broadcast video that QuantLogix could not retrieve as text. The fourth is red because a "None" on EDGAR means the roadshow clock has not started, not that the company is in trouble.

1 · Business Overview

A 2013 startup wearing a 1980s incumbent

Cohesity started as a hyperconverged secondary-storage company: consolidate backups, archives, file shares and test/dev copies onto one scale-out platform (Helios, now Cohesity Data Cloud) instead of a dozen point products. Under Poonen the pitch shifted to cyber resilience — immutable backups, isolated recovery vaults (FortKnox), ransomware detection, and clean-room recovery — because that is what boards fund.

Then the company did something unusual for a growth-stage software firm: it acquired an installed base roughly the size of itself. Veritas's NetBackup is the backup product of record at a large share of the world's biggest enterprises, growing about 5% a year. Standalone Cohesity was growing just under 30%. The combined entity's growth rate is the blend — RBC put it in the mid-teens, S&P's base case assumed ~10% — and that blend is the number an S-1 will be judged on.

2 · Product Suite & Moat

Backup data is the moat; AI on top of it is the story

The moat thesis rests on four pillars, in descending order of how much an S-1 reader should trust them:

• Installed base gravity — NetBackup catalogs, retention policies and compliance holds at thousands of enterprises are among the stickiest artifacts in IT. Backup migrations are multi-year projects, which is why Commvault and Rubrik had to poach during the deal window rather than wait for churn.
• Scale in a consolidating category — With Veritas, Cohesity claims the largest data-protection revenue base in the market (S&P estimated ~13% share; RBC's figure via CNBC was 19%). Scale buys partner attention: AWS strategic collaboration (Nov 2025, launch partner for the AWS European Sovereign Cloud), Google Cloud strategic partnership (Dec 2025), an expanded HPE alliance (May 2026).
• Cyber-resilience attach — FortKnox, DataHawk and clean-room recovery convert a backup line item into a security budget line item. This is the product motion that carried Rubrik to a 33% ARR growth rate; Cohesity has the same playbook and a much larger base to run it on.
• AI on the backup corpus — Gaia's pitch is that the most complete, governed copy of an enterprise's data already lives in backup. It is a real differentiator and a real patent, but no disclosed revenue is attributable to it yet.

3 · Financials & Unit Economics

What has been disclosed, and the year that hasn't

Cohesity has disclosed two pro forma fiscal years — the combined Cohesity-plus-Veritas-data-protection business as if it had always been one company. For the fiscal year ended July 2023: revenue over $1.6B, ARR $1.3B, adjusted cash EBITDA margin 27%. For the fiscal year ended July 2024: revenue over $1.7B, ARR $1.5B, margin 28%. The company also stated it was the fastest data-protection company to cross $1.5B in revenue (11 years) and that it is free-cash-flow profitable (The Information, February 2025).

Three things to hold in mind about those numbers:

• Growth is the open question. Revenue went from "over $1.6B" to "over $1.7B" — roughly 6% — while ARR grew 15% ($1.3B → $1.5B). The ARR line is what the company will lead with; the revenue line is what a GAAP income statement will show. If the CEO's $1.6B FY25 ARR remark is accurate, ARR growth decelerated to about 7% in the first year after close, during which Cohesity says it could not engage Veritas customers for most of calendar 2024.
• The margin is real but "adjusted cash." 28% adjusted cash EBITDA on ~$1.7B implies roughly $475M. S&P's October 2024 base case assumed EBITDA margins of 20–21% in FY25 rising to ~25% in FY26 on a $200M cost-synergy plan, with free operating cash flow of ~$100M in FY25 and over $200M thereafter — after roughly $2.8B of debt service.
• The target is a Rule of 40 in the mid-30s. CFO Eric Brown's stated FY26 plan (William Blair, reported April 2026) was a three-phase sequence: retain the Veritas base, restart growth in the first half of FY26, then add sales capacity and migration incentives in the second half, targeting ARR growth plus unlevered FCF margin in the mid-30s. Rubrik's equivalent figure is above 50.

No FY Jul-2026 results have been disclosed as of September 8, 2026. That fiscal year is the one Poonen told CNBC a public-market investor would need to see as a full combined-entity year before an IPO — which is exactly why the window he described was fall 2026. International revenue is now about 50% of the total, up from 20% three years earlier, with a $1B five-year India investment announced in December 2025.

4 · IPO Status & Timeline

A named window, a shelved draft, and an empty EDGAR record

Cohesity has been "IPO-ready" in press coverage since 2021. The record is more specific than the coverage. On December 21, 2021 the company announced it had confidentially submitted a draft S-1; Reuters later reported JPMorgan and other banks had been mandated. The listing market closed in 2022 and the draft was shelved. Because a confidential draft is never posted to EDGAR until a public flip, there is no Form RW either — the filing simply never became public.

Poonen's most recent explicit timing came on CNBC on September 4, 2025: Cohesity would be ready as soon as it could show public investors a full financial year as a combined entity, "which could be as soon as early next year"; because the fiscal year ends in the summer, "the company could wait until the fall of 2026"; and "if the business continues to be doing well, like it is, 2026 will be the year." He set the valuation ambition in the same interview — "comparable or superior" to Rubrik, then ~$17B — adding "we're a bigger ship than them." His June 2026 CNBC appearance was about the Maestro launch and carried no timing update.

On the flagged point: Forge shows a $15.67 Forge Price in June 2026 and derives a "$4.69B valuation" from it — a per-share price only 8% below the April 2025 tender that somehow implies a valuation 41% lower. That only reconciles if the share count predates the Series H, which issued a large block of equity to Haveli's syndicate and to Veritas's owners and creditors. PM Insights, using a different share count, showed the same period's secondary trades at a premium to the Series H post-money, with mutual-fund marks near $20.42 per share. QuantLogix treats the per-share tape (roughly $15.67–$20.42 across 2026 indications) as informative and every derived "valuation" as unverified. The QuantLogix roster carries the company-stated $7B.

5 · The Veritas Deal & the Balance Sheet

How a venture-backed company came to owe $2.8 billion

The combination was announced February 8, 2024 and closed December 10, 2024. Reuters reported the Veritas data-protection unit was valued at more than $3B including debt, and that Cohesity raised about $1B of equity and $2B of debt to fund it — the equity in a Series H led by Haveli Investments (Brian Sheth) with Coatue, Sapphire Ventures and the Dragon Fund, the debt as a term loan B arranged by JPMorgan. Carlyle, Veritas's owner since 2016, rolled into roughly a 20% stake and a board seat.

Set against that, the debt is serviceable on the disclosed numbers: 28% adjusted cash EBITDA on >$1.7B is roughly $475M, so the $2.8B term loan is about 5.9× gross — consistent with S&P's ~6× net expectation — and the loan carries no maintenance covenants. An IPO would most likely be a primary raise aimed at deleveraging, which is the pattern for sponsor-style capital structures and a very different animal from the secondary-heavy, cash-rich listings of Rubrik or Klaviyo.

6 · Competitive Landscape

Four vendors at $1B+ ARR, three of them private or for sale

The category is consolidating from every direction at once. Rubrik is the growth leader and the public benchmark: revenue of $427.3M in the quarter ended July 31, 2026 (+38%), subscription ARR of $1.66B (+33%), free cash flow positive, net retention above 119%, and FY27 guidance of $1.685–1.693B revenue. Commvault grows subscription ARR 22% but total revenue only 11%, and Reuters reported in April 2026 that it was exploring a sale with Goldman Sachs after inbound interest including Thoma Bravo — no outcome as of this writing. Veeam, the volume leader in the mid-market, took a $2B TPG-led secondary at $15B in December 2024, bought Securiti for $1.725B and Object First, and was downgraded to 'B' by S&P in July 2026 on leverage above 9×; S&P explicitly cited Cohesity/Veritas as now holding "a similar share and revenue." Dell and NetApp sell data protection as part of larger storage franchises.

The competitive wildcard is the Veritas migration window. Blocks & Files reported management acknowledging that Cohesity "was unable to engage with Veritas customers for most of calendar 2024," leaving the door open to poaching by Commvault and Rubrik — which is exactly the period in which Rubrik's $100K+ customer count kept compounding. The second half of FY26 was the planned migration-incentive push; its result is the FY Jul-2026 number the company has not yet published.

7 · Valuation Framework

4.4× ARR on equity, 5.8× on enterprise value — and a CEO asking for 11.7×

The arithmetic behind the CEO's ambition: Rubrik's ~$19.4B market capitalization on $1.66B of ARR is ~11.7×. Applied to Cohesity's ~$1.6B, that is an ~$18.7B equity value — 2.7× the company-stated mark. Getting there requires the market to price Cohesity's growth like Rubrik's, and the disclosed growth (ARR +15% in FY24, ~+7% in FY25 if the CEO's figure holds) is closer to Commvault's revenue growth than to Rubrik's. Fair-value triangulation:

• Bull case ($13–19B): FY Jul-2026 shows combined ARR growth re-accelerating to the high teens or better on Veritas migration and cyber-resilience attach; Gaia/Maestro attach a data-AI narrative; the IPO prices at 8–11× ARR on ~$1.75B. Requires the FY26 print to surprise and the preferred overhang to be small.
• Base case ($7–10B): growth reads mid-teens, the listing is a deleveraging primary at 5–6× forward ARR, and the equity clears the tender mark modestly. Consistent with the $8B tender and with where Commvault trades on subscription ARR with a takeover premium in the price.
• Bear case ($4.5–6B): FY26 ARR growth stays single-digit, the Veritas base attrits to Rubrik and Commvault, the 'B'-rated leverage stays near 6×, and the preferred converts into meaningful supply. That is the zone the Forge-derived $4.69B occupies — which is why the indication, however flawed its share count, should not be dismissed outright.

8 · Key Risks

What an S-1 reader will price first

9 · Pre-IPO Exposure Routes Today

No listed vehicle owns it; the category trades every day