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Commvault (CVLT) CEO receives PSU shares, sells 9,701 to pay taxes

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

Rhea-AI Filing Summary

COMMVAULT SYSTEMS INC President & CEO Sanjay Mirchandani reported equity compensation and related tax sales. On May 21, 2026, he received awards totaling 25,318 shares of common stock at $0.00 per share, issued after the company’s total shareholder return met benchmarks versus the Russell 3000 index under performance stock unit awards granted in 2023 and 2024. On May 22, 2026, 9,701 shares were sold at $107.391 per share solely to satisfy tax withholding obligations on the vesting performance stock, with proceeds remitted to the Internal Revenue Service. After these transactions, he directly owns 322,544 shares of Commvault common stock.

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Insider Mirchandani Sanjay
Role President & CEO
Sold 9,701 shs ($1.04M)
Type Security Shares Price Value
Sale Common Stock 9,701 $107.391 $1.04M
Grant/Award Common Stock 17,118 $0.00 --
Grant/Award Common Stock 8,200 $0.00 --
Holdings After Transaction: Common Stock — 322,544 shares (Direct, null)
Footnotes (1)
  1. Represents shares issued in connection with the Company's total shareholder return satisfying specified benchmarks relative to the Russell 3000 index pursuant to the terms of a performance stock unit ("PSU") award granted on May 15, 2023. Represents shares issued in connection with the Company's total shareholder return satisfying specified benchmarks relative to the Russell 3000 index pursuant to the terms of a PSU award granted on May 15, 2024. Represents shares automatically sold solely to satisfy tax withholding obligations of reporting person on vesting of performance stock. Proceeds from the sale were submitted to the Internal Revenue Service.
Performance stock award 1 17,118 shares Common stock issued from PSU award granted May 15, 2023
Performance stock award 2 8,200 shares Common stock issued from PSU award granted May 15, 2024
Tax-related sale 9,701 shares at $107.391/share Shares automatically sold to satisfy tax withholding obligations
Shares owned after transactions 322,544 shares Direct holdings of Commvault common stock post-Form 4 transactions
performance stock unit ("PSU") financial
"pursuant to the terms of a performance stock unit ("PSU") award granted on May 15, 2023"
total shareholder return financial
"Represents shares issued in connection with the Company's total shareholder return satisfying specified benchmarks"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
Russell 3000 index financial
"satisfying specified benchmarks relative to the Russell 3000 index pursuant to the terms of a PSU award"
A broad stock market index that tracks the performance of the roughly 3,000 largest publicly traded U.S. companies by total market value, representing almost the entire U.S. equity market. Investors use it like a big basket or thermometer: it provides a simple snapshot of overall U.S. stock market health, serves as a benchmark for funds and portfolios, and helps measure diversification, risk and returns over time.
tax withholding obligations financial
"shares automatically sold solely to satisfy tax withholding obligations of reporting person on vesting of performance stock"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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).
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 NEW JERSEY 07724
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
COMMVAULT SYSTEMS INC [ CVLT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock(1)05/21/2026A17,118A$0324,045D
Common Stock(2)05/21/2026A8,200A$0332,245D
Common Stock(3)05/22/2026S9,701D$107.391322,544D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares issued in connection with the Company's total shareholder return satisfying specified benchmarks relative to the Russell 3000 index pursuant to the terms of a performance stock unit ("PSU") award granted on May 15, 2023.
2. Represents shares issued in connection with the Company's total shareholder return satisfying specified benchmarks relative to the Russell 3000 index pursuant to the terms of a PSU award granted on May 15, 2024.
3. Represents shares automatically sold solely to satisfy tax withholding obligations of reporting person on vesting of performance stock. Proceeds from the sale were submitted to the Internal Revenue Service.
Remarks:
/s/ Danielle Abrahamsen, Attorney-in-Fact05/26/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CVLT CEO Sanjay Mirchandani report?

Sanjay Mirchandani reported receiving 25,318 Commvault (CVLT) common shares through performance stock unit vesting, then selling 9,701 shares. The sale was made at $107.391 per share solely to cover tax withholding obligations related to the vesting performance stock.

How many Commvault (CVLT) shares does the CEO hold after these Form 4 transactions?

Following the reported Form 4 transactions, Commvault (CVLT) President & CEO Sanjay Mirchandani directly holds 322,544 shares of common stock. This figure reflects his position after receiving performance-based stock awards and selling 9,701 shares to satisfy associated tax withholding obligations.

Were the new CVLT shares granted to the CEO tied to performance?

Yes. The Commvault (CVLT) CEO’s new shares came from performance stock unit awards. They were issued because the company’s total shareholder return met specified benchmarks relative to the Russell 3000 index under PSU awards granted in 2023 and 2024.

Was the CVLT CEO’s sale of 9,701 shares a discretionary stock sale?

The sale of 9,701 Commvault (CVLT) shares was not discretionary. The shares were automatically sold to satisfy tax withholding obligations arising from vesting performance stock, and the proceeds were submitted to the Internal Revenue Service rather than retained as personal cash.

What prices were involved in the CVLT CEO’s recent Form 4 transactions?

The Commvault (CVLT) CEO’s performance-based share grants were recorded at $0.00 per share, reflecting equity compensation. The subsequent 9,701-share sale to cover tax withholding obligations occurred at a price of $107.391 per share, with proceeds directed to the Internal Revenue Service.