Form 8-K

8-K — COMMVAULT SYSTEMS INC

Accession: 0001169561-26-000030

Filed: 2026-09-24

Period: 2026-09-22

CIK: 0001169561

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cvlt-20260922.htm (Primary)

EX-99.1 (pressrelease-davidmorton20.htm)

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8-K

8-K (Primary)

Filename: cvlt-20260922.htm · Sequence: 1

cvlt-20260922

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 22, 2026

COMMVAULT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware 1-33026 22-3447504

(State or other jurisdiction

of incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

1 Commvault Way

Tinton Falls, New Jersey 07724

(Address of principal executive offices) (Zip Code)

(732) 870-4000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value per share CVLT The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Appointment

On September 22, 2026, Mr. David Morton, Jr. was appointed to the board of directors (the “Board”) of Commvault Systems, Inc. (the “Company” or “Commvault”), to hold office until the Company’s 2027 Annual Meeting of Stockholders. Mr. Morton was also appointed as a member and designated as Chairperson of the Operating Committee.

Mr. Morton’s experience as a public company CFO of SaaS and cybersecurity businesses provides significant value to our Board. He has served as Executive Vice President and CFO (together, “EVP and CFO”) of Intapp, Inc., a publicly traded SaaS company, since 2023. Previously, he held the same title at DigiCert, Inc., a digital security company, from 2021 to 2023, and at Anaplan, Inc., a SaaS company, from 2018 to 2021. Before Anaplan, Mr. Morton spent over two decades at Seagate Technology plc, where he held progressively more senior finance and operational leadership roles, ultimately serving as EVP and CFO from 2015 to 2018.

Mr. Morton is eligible to receive an annual director retainer consisting of cash and restricted stock units, each in accordance with Commvault’s non-employee director compensation policy, prorated to reflect his partial year term as a director. Commvault’s non-employee director compensation policy is described under the heading “Director Compensation” on page 22 of Commvault’s definitive proxy statement on Schedule 14A for its 2026 Annual Meeting of Stockholders, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2026, and which is incorporated by reference herein. Mr. Morton has entered into a director indemnification agreement with Commvault, the form of which is filed as Exhibit 10.3 to Commvault’s Annual Report on Form 10-K for the fiscal year ended March 31, 2022, and which is incorporated by reference herein.

In connection with this appointment, the Board determined that Mr. Morton is independent within the meaning of the listing standards of Nasdaq. There is no arrangement or understanding between Mr. Morton and any person pursuant to which he was selected as a director of Commvault. There are no transactions in which Mr. Morton has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release announcing the appointment of Mr. Morton on September 24, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.

This information is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into filings under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description

99.1

Press Release dated September 24, 2026.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Inline XBRL document).

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.

Date: September 24, 2026 /s/ Danielle Sheer

Name: Danielle Sheer

Title: Chief Trust Officer

EX-99.1

Filename: pressrelease-davidmorton20.htm · Sequence: 2

Document

Media Contact:

Investor Relations Contact:

Andrea Duffy Michael J. Melnyk, CFA

Commvault Commvault

646-295-5241

andreaduffy@commvault.com

646-522-6160

mmelnyk@commvault.com

Commvault Appoints David Morton to Board of Directors

TINTON FALLS, N.J. – September 24, 2026 – Commvault (NASDAQ: CVLT), a leader in unified resilience at enterprise scale, today announced the appointment of David Morton to its Board of Directors, effective immediately. Morton will also serve as Chairperson of the Operating Committee.

Morton currently serves as Executive Vice President and Chief Financial Officer of Intapp, a governed AI platform for professional firms in highly regulated industries. Morton has also held senior financial leadership roles at DigiCert, Anaplan, and Seagate Technology. Throughout his career, Morton has helped technology companies navigate market shifts, scale operations, and deliver disciplined growth in rapidly evolving technology environments. He also brings expertise spanning SaaS, cybersecurity, and data infrastructure.

“David’s extensive financial expertise and distinguished career across a host of respected SaaS, data security, and technology firms will be an invaluable addition to Commvault’s board as the company continues to advance its leadership in cyber resilience,” said Nicholas Adamo, Chairperson of the Board, Commvault.

“Commvault has built a platform that earns customer trust at the moment it matters most. With an expanding portfolio that continues to evolve across cyber resilience and AI recovery, I look forward to contributing to the next chapter," said Morton.

About Commvault

Commvault (NASDAQ: CVLT) is a leader in unified resilience at enterprise scale. In a constantly evolving threat landscape, Commvault keeps customers ready by unifying data security, identity resilience, and cyber recovery, on one cloud-native, AI-enabled platform. Customers trust Commvault to conduct the fastest, most complete recoveries – not just their data, but their entire business. Purpose-built for the agentic enterprise, Commvault also enables organizations to safely embrace AI while protecting against AI-driven threats.

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