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Commvault (CVLT) Insider Sales Reduce CEO Holdings to 443,022 Shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Commvault Systems Inc. (CVLT) insider trading report: Sanjay Mirchandani, President & CEO and a director, reported multiple sales of Commvault common stock on August 18-19, 2025. The filings show a series of dispositions executed at weighted-average prices between about $175.70 and $178.63 per share, and a separate purchase under the company ESPP on August 14, 2025. Some shares were sold automatically to satisfy tax withholding on vested restricted stock.

The transactions were effected under an existing Rule 10b5-1 trading plan adopted November 18, 2024. After the reported sales, Mirchandani's beneficial ownership was reported as 443,022 shares.

Positive

  • Transactions executed under an existing Rule 10b5-1 trading plan
  • Some shares sold automatically to satisfy tax withholding on vested restricted stock
  • Reported purchase under the Commvault Employee Stock Purchase Plan on August 14, 2025
  • Filing includes explanatory footnotes and attorney-in-fact signature, indicating formal disclosure and procedural compliance

Negative

  • Insider dispositions total 26,659 shares sold between August 18-19, 2025
  • Beneficial ownership decreased to 443,022 shares following the reported sales

Insights

TL;DR: CEO sold a material block of shares via a pre-established 10b5-1 plan; transactions appear procedural rather than event-driven.

The Form 4 discloses sales totaling 26,659 shares across August 18-19, 2025 at weighted-average prices in the $175.70–$178.63 range, and an ESPP purchase on August 14, 2025. The use of a Rule 10b5-1 plan and automatic sales for tax withholding on RSU vesting indicate these transactions follow pre-set rules and compensation mechanics rather than opportunistic timing. For investors, the activity reduces reported insider holdings to 443,022 shares but does not by itself reveal a change in company fundamentals.

TL;DR: The filing demonstrates governance best practices: disclosure, 10b5-1 plan usage, and tax-related share withholding transparency.

The report provides clear explanations: sales pursuant to a 10b5-1 trading plan, ESPP participation, and automatic sales to satisfy tax obligations on RSU vesting. Signature by an attorney-in-fact is included. These elements support procedural compliance and reduce ambiguity about insider intent. Stake reduction is quantifiable, but the filing contains no indication of policy breaches or undisclosed arrangements.

Insider Mirchandani Sanjay
Role President & CEO
Sold 26,659 shs ($4.72M)
Type Security Shares Price Value
Sale Common Stock 6,558 $175.70 $1.15M
Sale Common Stock 5,622 $176.72 $994K
Sale Common Stock 400 $177.36 $71K
Sale Common Stock 2,759 $178.24 $492K
Sale Common Stock 6,699 $178.03 $1.19M
Sale Common Stock 1,190 $176.68 $210K
Sale Common Stock 2,677 $177.61 $475K
Sale Common Stock 754 $178.63 $135K
Holdings After Transaction: Common Stock — 443,022 shares (Direct)
Footnotes (9)
  1. F1. Represents shares automatically sold solely to satisfy tax withholding obligations of reporting person on vesting of restricted stock. Proceeds from the sale were submitted to the Internal Revenue Service.
  2. F2. Includes shares purchased under the Commvault Employee Stock Purchase Plan on August 14, 2025.
  3. F3. The sale reported in this Form 4 was effected pursuant to an existing Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.
  4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.14 and $177.04, 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.
  5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.21 and $178.18, 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.
  6. F6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.22 and $179.05, 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.
  7. F7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.28 and $176.25, 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.
  8. F8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.33 and $177.17 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.
  9. F9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.87 and $178.77 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did CVLT CEO Sanjay Mirchandani report?
He reported multiple sales totaling 26,659 shares on August 18-19, 2025, and an ESPP purchase on August 14, 2025.

Were the sales by the CVLT CEO part of a trading plan?
Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted November 18, 2024.

Why were some shares sold automatically according to the filing?
Certain shares were sold solely to satisfy tax withholding obligations on the vesting of restricted stock; proceeds were submitted to the IRS.

What was Sanjay Mirchandani's reported beneficial ownership after these transactions?
After the reported sales, beneficial ownership was reported as 443,022 shares.

At what prices were the shares sold?
Weighted-average prices reported ranged approximately from $175.70 to $178.63 per share across the transactions.
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*
Mirchandani Sanjay
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025
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) 08/18/2025 S 6,699 D $178.03 462,982(2) D
Common Stock(3) 08/18/2025 S 1,190 D $176.68(4) 461,792 D
Common Stock(3) 08/18/2025 S 2,677 D $177.61(5) 459,115 D
Common Stock(3) 08/18/2025 S 754 D $178.63(6) 458,361 D
Common Stock(3) 08/19/2025 S V 6,558 D $175.7(7) 451,803 D
Common Stock(3) 08/19/2025 S V 5,622 D $176.72(8) 446,181 D
Common Stock(3) 08/19/2025 S V 400 D $177.36 445,781 D
Common Stock(3) 08/19/2025 S V 2,759 D $178.24(9) 443,022 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. Represents shares automatically sold solely to satisfy tax withholding obligations of reporting person on vesting of restricted stock. Proceeds from the sale were submitted to the Internal Revenue Service.
2. Includes shares purchased under the Commvault Employee Stock Purchase Plan on August 14, 2025.
3. The sale reported in this Form 4 was effected pursuant to an existing Rule 10b5-1 trading plan adopted by the reporting person on November 18, 2024.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.14 and $177.04, 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.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.21 and $178.18, 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.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $178.22 and $179.05, 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.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.28 and $176.25, 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.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.33 and $177.17 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.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $177.87 and $178.77 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 08/20/2025
** 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.

Source: View Original Filing on SEC EDGAR