SEC FORM 4

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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^*

Merrill Gary

(Last)

(First)

(Middle)

1 COMMVAULT WAY

(Street)

TINTON FALLS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/15/2026		M		278	A	$0	55,808⁽²⁾	D
Common Stock⁽³⁾	05/15/2026		A		24,357	A	$0	80,165⁽²⁾	D
Common Stock⁽⁴⁾	05/18/2026		S		3,098	D	$104.54	77,067⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Stock Units	⁽¹⁾	05/15/2026		M			0	⁽¹⁾	⁽¹⁾	Common Stock	278	⁽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-Fact	05/19/2026
	** 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).
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