05/19/2026 | Press release | Distributed by Public on 05/19/2026 15:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (1) | 05/15/2026 | M | 0 | (1) | (1) | Common Stock | 926 | (1) | 0 (1) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Mirchandani Sanjay 1 COMMVAULT WAY TINTON FALLS, NJ 07724 |
X | President & CEO | ||
| /s/ Danielle Abrahamsen, Attorney-in-Fact | 05/19/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |
| (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) 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. |
| (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. |