Commvault Systems Files 8-K on Key Agreements and Sales

TL;DR

CVLT filed an 8-K detailing new debt, equity sales, and material agreements from Sept 2nd.

AI Summary

Commvault Systems, Inc. filed an 8-K on September 5, 2025, reporting on several events that occurred on September 2, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also notes other events and financial statements/exhibits.

Why It Matters

This filing indicates significant corporate actions by Commvault Systems, including new financial obligations and equity transactions, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can carry inherent risks and require further investigation.

Key Players & Entities

• COMMVAULT SYSTEMS INC (company) — Registrant
• September 2, 2025 (date) — Date of earliest event reported
• September 5, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 001-33026 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $900,000,000 — lt Systems, Inc. (the "Company") issued $900,000,000 aggregate principal amount of 0% Conver
• $115,000,000 — s are first issued, up to an additional $115,000,000 aggregate principal amount of Notes. On
• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), exceeds
• $1,000 — Price (as defined in the Indenture) per $1,000 principal amount of Notes for each Trad
• $236.88 — itial conversion price of approximately $236.88 per share of Common Stock. The conversi
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $178.78 — Fundamental Change is either less than $178.78 per share or greater than $1,100.00 per
• $1,100.00 — than $178.78 per share or greater than $1,100.00 per share. The Company will not increas
• $100 million — btedness for borrowed money of at least $100 million; and (vii) certain events of bankruptc
• $357.56 — ped Call Transactions will initially be $357.56 per share of Common Stock, which repres

Filing Documents

• cvlt-20250902.htm (8-K) — 53KB
• ex41indenturedatedseptembe.htm (EX-4.1) — 1009KB
• ex101formofcappedcall.htm (EX-10.1) — 276KB
• cvlt-20250902_g1.jpg (GRAPHIC) — 207KB
• image_0a.jpg (GRAPHIC) — 2KB
• image_1a.jpg (GRAPHIC) — 3KB
• image_2a.jpg (GRAPHIC) — 3KB
• image_3a.jpg (GRAPHIC) — 3KB
• image_42.jpg (GRAPHIC) — 19KB
• image_5a.jpg (GRAPHIC) — 4KB
• 0001169561-25-000075.txt ( ) — 2189KB
• cvlt-20250902.xsd (EX-101.SCH) — 2KB
• cvlt-20250902_lab.xml (EX-101.LAB) — 21KB
• cvlt-20250902_pre.xml (EX-101.PRE) — 12KB
• cvlt-20250902_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Indenture and Notes On September 5, 2025, Commvault Systems, Inc. (the "Company") issued $900,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2030 (the "Notes"). The Notes were issued pursuant to an Indenture, dated September 5, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 11 days from, and including, the date the Notes are first issued, up to an additional $115,000,000 aggregate principal amount of Notes. On September 3, 2025, the initial purchasers exercised this option in full and the Notes issued on September 5, 2025 include the additional $115,000,000 aggregate principal amount of Notes. The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Notes are the Company's senior, unsecured obligations and rank equally in right of payment with the Company's existing and future senior, unsecured indebtedness, rank senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes in right of payment, effectively subordinated to the Company's existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness, including the Company's revolving credit facility, and structurally subordinated to all indebtedness and other liabilities, including trade paya

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act, in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers" as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Initially, a maximum of 5,034,060 shares of Common Stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 5.5934 shares of Common Stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. Additional information pertaining to the Notes and the shares of Common Stock issuable upon conversion of the Notes is contained in Item 1.01 of this report and is incorporated herein by reference. This Current Report on Form 8-K is neither an offer to sell, nor a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

01 Other Events

Item 8.01 Other Events 5 On September 2, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of Common Stock, if any, issuable upon conversion of the Notes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits: Exhibit No. Description 4.1 Indenture, dated September 5, 2025, between Commvault Systems, Inc. and the Trustee. 4.2 Form of Global Note representing Commvault Systems, Inc.'s 0% Convertible Senior Notes due 2030 (included within Exhibit 4.1). 10.1 Form of Capped Call Confirmation. 99.1 Pricing Press Release dated September 2, 2025. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in the Inline XBRL document). 6

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMMVAULT SYSTEMS, INC. Dated: September 5, 2025 /s/ Jen DiRico Name: Jen DiRico Title: Chief Financial Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR