Commvault (NASDAQ: CVLT) CEO share sale used for tax withholding

Rhea-AI Filing Summary

Commvault Systems President & CEO Sanjay Mirchandani reported an automatic sale of 6,480 shares of common stock on February 18, 2026, at an average price of $90.28 per share. According to the disclosure, these shares were sold solely to satisfy tax withholding obligations arising from the vesting of restricted and performance stock, and the proceeds were remitted to the Internal Revenue Service.

After this tax-related sale, Mirchandani beneficially owns 352,919 shares of Commvault common stock, which includes shares purchased under the Commvault Employee Stock Purchase Plan on February 13, 2026.

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

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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 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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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)	02/18/2026		S		6,480	D	$90.28	352,919(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares automatically sold solely to satisfy tax withholding obligations of reporting person on vesting of restricted and performance stock. Proceeds from the sale were submitted to the Internal Revenue Service.

2. Includes shares purchased under the Commvault Employee Stock Purchase Plan on February 13, 2026.

Remarks:

	/s/ Danielle Abrahamsen, Attorney-in-Fact	02/20/2026
	** 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 (CVLT) CEO Sanjay Mirchandani report in this Form 4 filing?

Commvault CEO Sanjay Mirchandani reported an automatic sale of 6,480 common shares. The transaction was used to cover tax withholding on vested restricted and performance stock, with sale proceeds remitted directly to the Internal Revenue Service rather than retained as personal cash proceeds.

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

The Form 4 shows a sale of 6,480 Commvault common shares at an average price of $90.28 per share. The filing explains this was an automatic sale to satisfy tax withholding obligations tied to equity vesting, not a discretionary open-market liquidation for personal cash.

Why were Commvault (CVLT) shares sold in this insider transaction?

The shares were automatically sold solely to satisfy tax withholding obligations when restricted and performance stock vested. The filing notes that proceeds from the 6,480-share sale were submitted to the Internal Revenue Service, indicating a tax-settlement mechanism rather than a voluntary profit-taking transaction.

How many Commvault (CVLT) shares does the CEO own after this Form 4 transaction?

Following the tax-related sale, Sanjay Mirchandani beneficially owns 352,919 Commvault common shares. The disclosure states this total includes shares acquired under the Commvault Employee Stock Purchase Plan on February 13, 2026, reflecting both equity awards and employee purchases in his holdings.

Was the Commvault (CVLT) CEO’s share sale a discretionary open-market sale?

The transaction used sale code “S” but is described as an automatic sale solely to cover tax withholding on vested restricted and performance stock. Proceeds were remitted to the Internal Revenue Service, indicating a tax-settlement event rather than a typical discretionary open-market share sale.

Does the Form 4 mention Commvault (CVLT) Employee Stock Purchase Plan activity?

Yes. A footnote states the CEO’s reported holdings include shares purchased under the Commvault Employee Stock Purchase Plan on February 13, 2026. This shows part of his 352,919-share beneficial ownership comes from ongoing employee share purchase participation in addition to equity awards.