CVLT insider activity: RSU award and 765-share sale under 10b5-1 plan

Rhea-AI Filing Summary

Commvault director Vivie Lee received 1,189 restricted stock units that vest 100% on the later of the one-year anniversary of grant or the 2026 Annual Meeting, increasing her reported beneficial ownership to 14,739 shares. The award was reported as a grant with a $0 cash price, reflecting typical equity compensation in the form of restricted stock units.

Subsequently, Lee sold 765 shares at $182.92 per share pursuant to a pre-existing Rule 10b5-1 trading plan adopted February 3, 2025, reducing her beneficial ownership to 13,974 shares. The transactions are routine director compensation and plan-based selling; no derivative transactions or exercisable options are reported.

Positive

• Received 1,189 restricted stock units with a clear vesting schedule, aligning director compensation with shareholder interests
• Sale executed under a Rule 10b5-1 trading plan, indicating pre-established, systematic selling rather than ad hoc insider trades

Negative

• Selling 765 shares at $182.92 reduced beneficial ownership from 14,739 to 13,974 shares, which could be viewed unfavorably by some investors
• No derivative securities reported, limiting insight into potential future dilution from option exercises or other commitments

Insights

Financial Analyst

TL;DR: Director grant offsets modest plan-based sale; ownership remains meaningful and changes appear non-dilutive.

The grant of 1,189 restricted stock units increases reported beneficial holdings to 14,739 shares, while the later sale of 765 shares at $182.92 under a Rule 10b5-1 plan reduces holdings to 13,974 shares. From a capital-structure perspective the RSU grant is an equity compensation event with $0 cash price and a delayed vesting condition tied to time or the 2026 Annual Meeting, so immediate dilution is limited to standard reporting effects. The sale was executed under an established trading plan, which supports orderly disposition rather than opportunistic trading.

Corporate Governance Expert

TL;DR: Transactions follow standard governance practices; 10b5-1 use increases transparency but merits routine monitoring.

The reporting shows a director receiving time‑based RSUs and later selling a portion of shares under a 10b5-1 plan adopted February 3, 2025. The explicit vesting condition (one-year anniversary or 2026 Annual Meeting) is clear and the reliance on a pre-existing trading plan for the sale reduces concerns about insider timing. Both the grant and the sale were disclosed on Form 4, providing transparency consistent with Section 16 reporting obligations.

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^*

Lee Vivie

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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)	08/07/2025		A		1,189	A	$0	14,739	D
Common Stock(2)	08/11/2025		S	V	765	D	$182.92	13,974	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 common stock is being granted as restricted stock units, 100% of which shall vest on the later of the one-year anniversary of the date of grant, or the date of the 2026 Annual Meeting of Shareholders.

2. The sale reported in this Form 4 was effected pursuant to an existing Rule 10b5-1 trading plan adopted by the reporting person on February 3, 2025.

Remarks:

	/s/ Danielle Abrahamsen, Attorney-in-Fact	08/11/2025
	** 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 Commvault director Vivie Lee receive and when?

Vivie Lee was granted 1,189 restricted stock units that vest 100% on the later of the one-year anniversary of the grant or the 2026 Annual Meeting.

How many shares did Vivie Lee sell and at what price?

She sold 765 shares at $182.92 per share pursuant to an existing Rule 10b5-1 trading plan.

What are Vivie Lee's reported beneficial holdings after the transactions?

Following the reported grant and sale, her beneficial ownership is reported as 13,974 shares.

Was the sale part of a pre-existing trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted on February 3, 2025.

Did the Form 4 report any derivative transactions or options?

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