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Commvault (NASDAQ: CVLT) CFO sells 4,560 shares to cover tax on vesting

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

Rhea-AI Filing Summary

COMMVAULT SYSTEMS INC Chief Financial Officer Gary Merrill reported selling a total of 4,560 shares of Common Stock on May 19, 2026 in open-market transactions at prices of $104.01 and $106.19 per share.

According to footnotes, these sales were made under an existing Rule 10b5-1 trading plan adopted on June 13, 2025 and the shares were automatically sold solely to satisfy tax withholding obligations upon vesting of performance stock, with proceeds remitted to the Internal Revenue Service. Following these transactions, Merrill continued to directly hold more than 70,000 shares, based on the share balances reported after each trade.

Positive

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Negative

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Insider Merrill Gary
Role Chief Financial Officer
Sold 4,560 shs ($479K)
Type Security Shares Price Value
Sale Common Stock 2,285 $106.19 $243K
Sale Common Stock 2,275 $104.01 $237K
Holdings After Transaction: Common Stock — 74,782 shares (Direct, null)
Footnotes (1)
  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 13, 2025. 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.
Shares sold (lot 1) 2,275 shares Common Stock sold on May 19, 2026 at $104.01 per share
Price per share (lot 1) $104.01/share Open-market sale of Common Stock on May 19, 2026
Shares sold (lot 2) 2,285 shares Common Stock sold on May 19, 2026 at $106.19 per share
Price per share (lot 2) $106.19/share Open-market sale of Common Stock on May 19, 2026
Total shares sold 4,560 shares Aggregate of two open-market sales on May 19, 2026
Holdings after one sale 72,507 shares Direct Common Stock ownership reported after one transaction
Holdings after other sale 74,782 shares Direct Common Stock ownership reported after the other transaction
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to an existing Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
performance stock financial
"vesting of performance stock. Proceeds from the sale were submitted"
tax withholding obligations financial
"shares automatically sold solely to satisfy tax withholding obligations of reporting person"
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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).
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*
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)
05/19/2026		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)05/19/2026S2,285D$106.1974,782D
Common Stock(2)05/19/2026S2,275D$104.0172,507D
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. 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 13, 2025.
2. 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-Fact05/21/2026
** 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 transaction did CVLT CFO Gary Merrill report?

Gary Merrill, CFO of COMMVAULT SYSTEMS INC (CVLT), reported selling 4,560 shares of Common Stock on May 19, 2026. The sales were open-market transactions executed under a pre-established Rule 10b5-1 trading plan and tied to tax obligations on vesting performance stock.

At what prices did the CVLT CFO’s shares sell in this Form 4?

The reported sales by CVLT’s CFO occurred at $104.01 and $106.19 per share. These were open-market transactions, and the filing notes that the sales were automatically executed to cover tax withholding obligations related to vesting performance stock awards.

How many Commvault (CVLT) shares did the CFO sell in total?

The CFO sold a total of 4,560 CVLT shares in two transactions on May 19, 2026. One trade covered 2,275 shares and the other 2,285 shares, both designated as open-market sales associated with tax withholding on performance stock vesting.

Does the CVLT Form 4 indicate remaining holdings for the CFO?

Yes. After the reported transactions, the filing shows direct holdings of 72,507 shares after one sale and 74,782 shares after the other. These figures indicate Merrill continues to hold a substantial position exceeding 70,000 Commvault shares following the tax-related sales.

Were the CVLT CFO’s stock sales discretionary or under a plan?

The sales were made under an existing Rule 10b5-1 trading plan adopted on June 13, 2025. The Form 4 footnotes explain the transactions were automatic and solely to satisfy tax withholding obligations on vesting performance stock, rather than discretionary market-timing trades.

Why were shares sold in the CVLT CFO’s Form 4 filing?

The filing states the shares were automatically sold solely to satisfy the CFO’s tax withholding obligations upon vesting of performance stock. Proceeds from these sales were submitted to the Internal Revenue Service, characterizing the activity as tax-related rather than a typical portfolio reallocation.