Commvault (NASDAQ: CVLT) plans $750M 2030 convertible notes sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Commvault Systems, Inc. has announced plans to commence, subject to market conditions and other factors, a private offering of $750 million aggregate principal amount of convertible senior notes due 2030. The notes are expected to be sold to persons reasonably believed to be qualified institutional buyers.
The company indicates that forward-looking statements related to the offering include the timing, size and completion of the notes, the intended use of proceeds such as concurrent share repurchase and capped call transactions, and the effects of those transactions. Related risk factors are cross‑referenced to Commvault’s latest Form 10‑K and Form 10‑Q.
Positive
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Negative
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Insights
Commvault outlines a sizeable private $750M convertible notes plan, with terms and impacts still contingent on market conditions.
Commvault plans a private offering of $750 million in convertible senior notes due 2030 to qualified institutional buyers. Convertible notes combine debt with potential future equity conversion, affecting both leverage and possible dilution once specific terms are set.
The company cites potential uses of proceeds including concurrent share repurchases and capped call transactions, which can help manage dilution mechanics around conversion. Actual effects on balance sheet, interest costs and share count will depend on final pricing, conversion features and completion of the described transactions.
Forward-looking language stresses risks around timing, size and completion of the offering, and refers investors to existing risk factor sections in the fiscal year ending March 31, 2025 Form 10-K and the June 30, 2025 Form 10-Q for broader context on financial and market uncertainties.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 2, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(732 ) 870-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On September 2, 2025, Commvault Systems, Inc. (the “Company”) issued a press release announcing that the Company plans to commence, subject to market conditions and other factors, a private offering (the “Offering”) of $750 million aggregate principal amount of convertible senior notes due 2030 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.
The information included in this Current Report is neither an offer to sell nor a solicitation of an offer to buy any securities.
Forward-Looking Statements
This Current Report contains statements, including statements regarding the Notes offering, which are subject to risks and uncertainties that are “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended; and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by Commvault’s use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “predict,” “potential,” “project,” “intend,” “could,” “feel” or similar expressions. In particular, forward-looking statements in this Current Report include, but are not limited to, statements regarding the timing, size and completion of the proposed Notes offering, the intended use of proceeds, including the concurrent share repurchase and capped call transactions, the terms of the Notes being offered, the effects of the share repurchases and the anticipated terms of, and the effects of entering into, the capped call transactions and the actions of the option counterparties and their respective affiliates. You should be aware that these statements and any other forward-looking statements in this Current Report reflect only Commvault’s expectations and are not guarantees of performance or any particular outcome. These statements involve risks, uncertainties and assumptions. Many of these risks, uncertainties and assumptions are beyond Commvault’s control and may cause actual results and performance to differ materially from its expectations. Important factors that could cause Commvault’s actual results to be materially different from its expectations include the risks and uncertainties set forth under the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of its Annual Report on Form 10-K for the fiscal year ending March 31, 2025 as filed with the SEC on May 5, 2025, and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 as filed with the SEC on July 30, 2025. Accordingly, you should not place undue reliance on the forward-looking statements contained in this Current Report. Any forward-looking statements speak only as of the date on which the statements were made. Commvault undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | ||||
99.1 | Press Release dated September 2, 2025. | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMVAULT SYSTEMS, INC.
| Dated: | September 2, 2025 | /s/ Jennifer DiRico | ||||||
| Name: Jennifer DiRico Title: Chief Financial Officer | ||||||||
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FAQ
What did Commvault Systems (CVLT) announce in this 8-K filing?
Commvault announced plans for a private offering of $750 million convertible senior notes due 2030. The notes are intended for qualified institutional buyers and are subject to market conditions and other factors before the transaction proceeds.
What type of securities is Commvault (CVLT) planning to offer?
Commvault plans to offer convertible senior notes due 2030 in a private transaction. These notes are debt that may later convert into equity, and the offering targets persons reasonably believed to be qualified institutional buyers.
How large is Commvault’s planned convertible notes offering?
Commvault’s planned private offering totals $750 million aggregate principal amount of convertible senior notes due 2030. This is a single proposed issuance size, with completion and final terms depending on market conditions and other specified factors.
Who are the expected buyers of Commvault’s new convertible notes?
The proposed $750 million convertible senior notes due 2030 are intended to be sold to persons reasonably believed to be qualified institutional buyers. This means the transaction targets large, sophisticated investors rather than the general public.
What potential uses of proceeds did Commvault (CVLT) reference?
Commvault referenced intended uses of proceeds including concurrent share repurchase and capped call transactions. These actions can influence the economic and dilutive effects of the convertible notes, although specific allocations and terms are not detailed here.
What risks did Commvault highlight regarding the convertible notes offering?
Commvault highlighted that statements about timing, size, terms and completion of the notes are forward‑looking and involve risks and uncertainties. The company refers to risk factors in its latest Form 10‑K and Form 10‑Q for more detailed discussion.