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Commvault (CVLT) CFO granted 24,357 RSUs, sells 3,098 shares

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

Rhea-AI Filing Summary

Commvault Systems Chief Financial Officer Gary Merrill reported routine equity compensation and related tax activity in company stock. He received 24,357 shares of Common Stock as restricted stock units that vest over three years, and 278 performance stock units converted into Common Stock after vesting. Merrill also sold 3,098 shares of Common Stock at $104.54 per share solely to satisfy tax withholding obligations on vesting of restricted stock, with proceeds remitted to the Internal Revenue Service. After these transactions, he beneficially owns 77,067 shares of Common Stock, including shares underlying earned PSUs and RSUs that remain subject to time-based vesting.

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Insider Merrill Gary
Role Chief Financial Officer
Sold 3,098 shs ($324K)
Type Security Shares Price Value
Sale Common Stock 3,098 $104.54 $324K
Exercise Performance Stock Units 0 $0.00 --
Exercise Common Stock 278 $0.00 --
Grant/Award Common Stock 24,357 $0.00 --
Holdings After Transaction: Common Stock — 77,067 shares (Direct, null); Performance Stock Units — 0 shares (Direct, null)
Footnotes (1)
  1. Granted on May 15, 2025, represents 278 performance stock units ("PSUs") vested on the first anniversary of the grant date. The remaining 563 earned PSUs from this award, previously reported on Table II, are included in the Table I balance, subject to time-based vesting through May 15, 2028. Each PSU represents the right to receive one share of common stock. The amount of securities beneficially owned includes (a) shares of Common Stock owned outright by the Reporting Person and (b) shares underlying earned PSUs and restricted stock units ("RSUs") that remain subject to time-based vesting criteria. The amount excludes the following shares mistakenly included in prior Forms 4: (i) 4,278 shares attributable to a total shareholder return ("TSR") PSU award granted on May 15, 2023, (ii) 8,200 shares attributable to a TSR PSU award granted on May 14, 2024, (iii) 7,649 shares attributable to a TSR PSU award granted on May 15, 2025, and (iv) 33 shares to correct a historical balance discrepancy. Going forward, PSUs will be reported on Form 4 in Table I once earned. The common stock is being granted as RSUs and is subject to a 3-year vesting schedule, as follows: 33% will vest on the first anniversary of the grant date and 8.375% will vest at the end of each successive three-month period thereafter. Represents shares automatically sold solely to satisfy tax withholding obligations of the Reporting Person on vesting of restricted stock. Proceeds from the sale were submitted to the Internal Revenue Service.
Shares sold for tax withholding 3,098 shares at $104.54 Automatic sale on May 18, 2026 to satisfy tax obligations
RSU grant 24,357 shares Common Stock granted as RSUs on May 15, 2026
PSUs converted 278 PSUs into Common Stock PSUs vested on first anniversary of May 15, 2025 grant
Post-transaction holdings 77,067 shares Common Stock beneficially owned following transactions
Net share change -3,098 shares Net buy/sell direction from transaction summary
performance stock units financial
"represents 278 performance stock units ("PSUs") vested on the first anniversary of the grant date"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
PSUs financial
"Going forward, PSUs will be reported on Form 4 in Table I once earned"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
restricted stock units financial
"shares underlying earned PSUs and restricted stock units ("RSUs") that remain subject to time-based vesting criteria"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"The common stock is being granted as RSUs and is subject to a 3-year vesting schedule"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
total shareholder return financial
"shares attributable to a total shareholder return ("TSR") PSU award granted on May 15, 2023"
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.
tax withholding obligations financial
"Represents shares automatically sold solely to satisfy tax withholding obligations of the Reporting Person"
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*
Merrill Gary
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026		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)05/15/2026M278A$055,808(2)D
Common Stock(3)05/15/2026A24,357A$080,165(2)D
Common Stock(4)05/18/2026S3,098D$104.5477,067(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units(1)05/15/2026M0 (1) (1)Common Stock278(1)0(1)D
Explanation of Responses:
1. Granted on May 15, 2025, represents 278 performance stock units ("PSUs") vested on the first anniversary of the grant date. The remaining 563 earned PSUs from this award, previously reported on Table II, are included in the Table I balance, subject to time-based vesting through May 15, 2028. Each PSU represents the right to receive one share of common stock.
2. The amount of securities beneficially owned includes (a) shares of Common Stock owned outright by the Reporting Person and (b) shares underlying earned PSUs and restricted stock units ("RSUs") that remain subject to time-based vesting criteria. The amount excludes the following shares mistakenly included in prior Forms 4: (i) 4,278 shares attributable to a total shareholder return ("TSR") PSU award granted on May 15, 2023, (ii) 8,200 shares attributable to a TSR PSU award granted on May 14, 2024, (iii) 7,649 shares attributable to a TSR PSU award granted on May 15, 2025, and (iv) 33 shares to correct a historical balance discrepancy. Going forward, PSUs will be reported on Form 4 in Table I once earned.
3. The common stock is being granted as RSUs and is subject to a 3-year vesting schedule, as follows: 33% will vest on the first anniversary of the grant date and 8.375% will vest at the end of each successive three-month period thereafter.
4. Represents shares automatically sold solely to satisfy tax withholding obligations of the Reporting Person on vesting of restricted stock. Proceeds from the sale were submitted to the Internal Revenue Service.
Remarks:
/s/ Danielle Abrahamsen, Attorney-in-Fact05/19/2026
** 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 did Commvault (CVLT) CFO Gary Merrill report in this Form 4?

Gary Merrill reported new equity compensation and a tax-related sale. He received restricted stock units and shares from performance stock units, and sold 3,098 shares to cover tax withholding on vesting, with proceeds sent to the Internal Revenue Service.

How many Commvault (CVLT) shares did the CFO sell and at what price?

Gary Merrill sold 3,098 shares of Commvault Common Stock at $104.54 per share. The filing states the sale was automatic and solely to satisfy tax withholding obligations on vesting of restricted stock, with proceeds remitted to the Internal Revenue Service.

What equity awards did Commvault (CVLT) grant to its CFO in this filing?

The CFO received 24,357 shares of Common Stock in the form of restricted stock units, plus 278 performance stock units that converted into Common Stock after vesting. These awards are subject to time-based vesting over a three-year schedule from the grant date.

How many Commvault (CVLT) shares does the CFO beneficially own after these transactions?

After the reported transactions, Gary Merrill beneficially owns 77,067 shares of Commvault Common Stock. This figure includes shares owned outright and shares underlying earned performance stock units and restricted stock units that still must meet time-based vesting conditions.

How do the new Commvault (CVLT) RSUs granted to the CFO vest over time?

The newly granted Commvault RSUs follow a three-year vesting schedule. According to the filing, 33% vest on the first anniversary of the grant date, and 8.375% vest at the end of each successive three-month period until the award is fully vested.

How are Commvault (CVLT) performance stock units treated in this Form 4?

The filing states that 278 performance stock units vested and converted into Common Stock on the first anniversary of a prior grant. It also notes that earned PSUs will be reported in the common stock table once earned and are then subject to time-based vesting through May 15, 2028.