[Form 4] Commault Systems, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Commvault Systems (CVLT) CFO Jennifer Leigh DiRico reported multiple sales of common stock executed under a pre-existing Rule 10b5-1 trading plan. The disclosures show four disposition entries on 09/09/2025 totaling 14,909 shares sold at weighted-average prices between approximately $181.55 and $184.63. After these sales the reporting person beneficially owned 45,143 shares. The filer notes the trading plan was adopted on June 10, 2025 and that a lock-up agreement remains in effect but permits these sales until its expiration on November 1, 2025. The form states that the reported sale prices are weighted averages from multiple transactions and that more granular price/quantity details can be provided on request.

Positive

• Transactions executed under a documented Rule 10b5-1 trading plan, indicating pre-planned, compliant selling.
• Clear disclosure of lock-up terms and that the sales are permitted under that agreement, supporting transparency.

Negative

• Total of 14,909 shares sold by the CFO on 09/09/2025, which materially reduced her holdings to 45,143 shares (magnitude relative to outstanding shares not disclosed).
• Reported prices are weighted averages with sale quantities at specific prices omitted from the form (available only upon request), reducing granular transparency.

Insights

Financial Analyst

TL;DR: Insider sales under a Rule 10b5-1 plan reduced the CFO's stake by 14,909 shares; this appears procedural, not an indicator of company distress.

The transactions were executed pursuant to a documented 10b5-1 plan, which provides an affirmative defense against insider trading claims when properly adopted and followed. The total shares sold (14,909) were reported with weighted-average prices in a narrow range, suggesting orderly disposition over multiple trades. The remaining beneficial ownership of 45,143 shares should be evaluated relative to overall outstanding shares to judge magnitude, which is not provided here. From an investor-impact perspective, this filing is routine and informational rather than materially adverse on its face.

Corporate Governance Expert

TL;DR: The filing documents compliant insider selling under a pre-established plan and notes a lock-up that permits these sales—governance controls appear in place.

The report discloses the 10b5-1 adoption date and explicitly ties the transactions to that plan, which supports transparency and procedural compliance. The mention of a lock-up agreement with a defined expiration and an explicit statement that the sales are a permissible exemption indicates awareness of contractual constraints. For governance review, the company and reporting person have met disclosure expectations; further context on timing relative to material company events would be needed to assess optics.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DiRico Jennifer Leigh

(Last) (First) (Middle)

1 COMMVAULT WAY

(Street)

TINTON FALLS NJ 07724

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMVAULT SYSTEMS INC [ CVLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	09/09/2025		S		5,502	D	$181.55(2)	54,550	D
Common Stock(1)	09/09/2025		S		7,606	D	$182.35(3)	46,944	D
Common Stock(1)	09/09/2025		S		1,351	D	$183.41(4)	45,593	D
Common Stock(1)	09/09/2025		S		450	D	$184.63	45,143	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to an existing Rule 10b5-1 trading plan adopted by the reporting person on June 10, 2025. The reporting person is subject to a lock-up agreement that expires on November 1, 2025. The sale of shares is a permissible exemption under the terms of the lock-up agreement.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.04 and $182.01, inclusive. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.02 and $182.80, inclusive. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.09 and $183.91, inclusive. Full information regarding the number of shares sold at each separate price will be provided by the reporting person upon request to the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.

Remarks:

	/s/ Danielle Abrahamsen, Attorney-in-Fact	09/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the CVLT Form 4 filed by the CFO disclose?

The CFO sold 14,909 shares on 09/09/2025 under a Rule 10b5-1 plan and now beneficially owns 45,143 shares.

Were the insider sales at Commvault (CVLT) part of a trading plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on June 10, 2025.

Did the Form 4 mention any lock-up restrictions for the CFO?

Yes. The reporting person is subject to a lock-up agreement that expires on November 1, 2025, and the sales are described as a permissible exemption under that agreement.

How were the reported sale prices presented in the filing?

As weighted-average prices for groups of transactions, with price ranges provided for each group and detailed allocations available upon request.

Does this Form 4 indicate any derivative transactions or option exercises?

No. Table II for derivative securities contains no reported transactions.