Commvault (CVLT) CEO reports RSU grant, PSU conversion and tax sale
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
COMMVAULT SYSTEMS INC President & CEO Sanjay Mirchandani reported a mix of equity awards, conversions, and a tax-related share sale.
On May 15, 2026, he received 70,150 shares of common stock as restricted stock units at $0.00 per share, subject to a three-year vesting schedule where 33% vests on the first anniversary and 8.375% vests at the end of each following three-month period. On the same date, 926 performance stock units converted into common stock, with an additional 1,879 earned PSUs included in his balance and continuing to vest through May 15, 2028.
On May 18, 2026, 8,457 shares of common stock were sold at $104.54 per share, and a footnote explains these shares were automatically sold solely to satisfy his tax withholding obligations on vesting of restricted stock, with proceeds remitted to the Internal Revenue Service. After these transactions, he holds 334,773 shares directly, including shares underlying earned PSUs and RSUs that remain subject to time-based vesting.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 8,457 shares ($884,095)
Net Sell
4 txns
Insider
Mirchandani Sanjay
Role
President & CEO
Sold
8,457 shs ($884K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 8,457 | $104.54 | $884K |
| Exercise | Performance Stock Units | 0 | $0.00 | -- |
| Exercise | Common Stock | 926 | $0.00 | -- |
| Grant/Award | Common Stock | 70,150 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 334,773 shares (Direct, null);
Performance Stock Units — 0 shares (Direct, null)
Footnotes (1)
- Granted on May 15, 2025, represents 926 performance stock units ("PSUs") vested on the first anniversary of the grant date. The remaining 1,879 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) 12,968 shares attributable to a total shareholder return ("TSR") PSU award granted on May 15, 2023, (ii) 22,778 shares attributable to a TSR PSU award granted on May 15, 2024, (iii) 25,497 shares attributable to a TSR PSU award granted on May 15, 2025, and (iv) 1,011 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.
Key Figures
Shares sold for tax withholding: 8,457 shares at $104.54
RSU grant size: 70,150 shares at $0.00
PSUs converted: 926 PSUs to common stock
+2 more
5 metrics
Shares sold for tax withholding
8,457 shares at $104.54
Automatic sale on May 18, 2026 to satisfy tax obligations
RSU grant size
70,150 shares at $0.00
Restricted stock units granted on May 15, 2026
PSUs converted
926 PSUs to common stock
Performance stock units exercised on May 15, 2026
Remaining earned PSUs
1,879 PSUs
Earned PSUs vesting through May 15, 2028
Shares held after transactions
334,773 shares
Direct beneficial ownership after reported events
Key Terms
performance stock units, restricted stock units, total shareholder return ("TSR") PSU award, beneficially owned, +1 more
5 terms
performance stock units financial
"represents 926 performance stock units ("PSUs") vested on the first anniversary"
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.
restricted stock units financial
"shares underlying earned PSUs and restricted stock units ("RSUs") that remain subject"
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.
beneficially owned financial
"The amount of securities beneficially owned includes (a) shares of Common Stock"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
vesting schedule financial
"common stock is being granted as RSUs and is subject to a 3-year vesting schedule"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
FAQ
What insider transactions did CVLT CEO Sanjay Mirchandani report?
Sanjay Mirchandani reported equity awards, a PSU conversion, and a tax-driven sale. He received 70,150 restricted stock units, had 926 performance stock units convert to common stock, and 8,457 shares were sold automatically to cover tax withholding on vesting.
What equity award did Commvault (CVLT) grant its CEO in this filing?
Commvault granted its CEO 70,150 shares of common stock as restricted stock units at $0.00 per share. These RSUs vest over three years, with 33% vesting after one year and 8.375% vesting at the end of each successive three-month period thereafter.
How were performance stock units treated in this CVLT Form 4?
The filing shows 926 performance stock units converted into common stock, with 1,879 additional earned PSUs included in the Table I balance. These remaining PSUs are subject to time-based vesting through May 15, 2028, and each PSU represents the right to receive one common share.
Did the CVLT Form 4 clarify prior PSU reporting for the CEO?
Yes. A footnote explains his beneficially owned amount excludes certain total shareholder return PSU awards mistakenly included in prior Forms 4 and a small historical discrepancy. It also states that, going forward, performance stock units will be reported in Table I once earned.