COMMVAULT SYSTEMS INC
For the period ended Mar 31, 2026. Filed May 11, 2026.
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FY2026 · Filed May 11, 2026
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
|---|
Financial Statements
See "Index to Consolidated Financial Statements" set forth in Item 8 for a list of financial statements filed as part of this report.
Financial Statement Schedules
All schedules are omitted because they are not required or because the required information is included in the consolidated financial statements or notes thereto.
Exhibits
The following exhibits are incorporated by reference or filed herewith.
| Exhibit No. | Description |
| 3.1 | Amended and Restated Certificate of Incorporation of Commvault Systems, Inc., as amended (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2019). |
| 3.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Commvault Systems, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's Form 8-K dated August 28, 2020). |
| 3.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Commvault Systems, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended September 30, 2023). |
| 3.4 | Fifth Amended and Restated Bylaws of Commvault Systems, Inc., effective May 7, 2026. |
| 3.5 | Certification of Designation of Series A Junior Participating Preferred Stock of Commvault Systems, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated November 14, 2008). |
| 4.1 | Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
| 4.2 | Description of Securities (Incorporated by reference to Exhibit 4.2 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2023). |
| 4.3 | Indenture, dated September 5, 2025, between Commvault Systems, Inc. and U.S. Bank Trust Company, N.A. as Trustee (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K dated September 5, 2025). |
| 4.4 | Form of Global Note representing Commvault Systems, Inc.’s 0% Convertible Senior Notes due 2030 (included within Exhibit 4.3). |
| 9.1 | Form of Voting Trust Agreement (Incorporated by reference to Exhibit 9.1 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
| 10.1* | Form of Non-Qualified Stock Option Agreement (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-132550). |
| 10.2* | Form of Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2007). |
| 10.3* | Form of Indemnity Agreement between Commvault Systems, Inc. and each of its current officers and directors (Incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2022). |
| 10.4* | Commvault Systems, Inc. Employee Stock Purchase Plan dated December 9, 2013 (Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2014). |
| 10.5* | Employment Agreement, dated January 8, 2019, between the Company and Sanjay Mirchandani (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated February 5, 2019). |
| 10.6* | Commvault Systems, Inc. Omnibus Incentive Plan (as amended through the Fifth Amendment thereof) (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended September 30, 2021). |
| 10.7* | Sixth Amendment to the Commvault Systems, Inc. Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended September 30, 2022). |
| 10.8 | Credit Agreement, dated April 15, 2025, by and among Commvault Systems, Inc., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K dated April 15, 2025). |
| 10.9* | Offer Letter with Gary Merrill, dated July 5, 2024 (Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K dated June 21, 2024). |
| 10.10* | Amended and Restated Executive Retention Agreement with Gary Merrill, dated May 31, 2024 (Incorporated by reference to Exhibit 10.4 to the Registrant's Form 8-K dated June 21, 2024). |
| 10.11** | Purchase and Sale Agreement, by and between Commvault and Somerset Development, LLC, with an effective date of October 2, 2024 (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K dated October 4, 2024). |
| 10.12** | Lease Agreement, by and between Bell Works Tinton Falls Urban Renewal LLC and Commvault Systems, Inc. with an effective date of April 28, 2025 (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarter ended September 30, 2025). |
| 10.13 | Form of Capped Call Confirmation (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated September 5, 2025). |
| 10.14* | Offer Letter with Gary Merrill, dated April 10, 2026 (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K dated April 13, 2026). |
| 10.15* | Offer Letter with William Geoffrey Haydon, dated April 8, 2026 (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K dated April 13, 2026). |
| 10.16* | Executive Retention Agreement with William Geoffrey Haydon dated April 13, 2026 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K dated April 13, 2026). |
| 19.1 | Commvault Systems, Inc. Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2025). |
| 21.1 | List of Subsidiaries of Commvault Systems, Inc. |
| 23.1 | Consent of Ernst & Young LLP. |
| 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1*** | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2*** | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Commvault Systems, Inc. Clawback Policy dated October 16, 2023 (Incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2024). |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Management contract or compensatory plan or arrangement. |
|---|---|
| ** | Certain exhibits to this Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished as a supplement to the Securities and Exchange Commission upon request. |
| *** | Furnished herewith. |
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