Commvault Systems, Inc. Class Action Lawsuit - CVLT

Company: Commvault Systems, Inc.

Ticker: (NASDAQ) CVLT

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Lead Plaintiff Deadline: July 17, 2026

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Certification of Plaintiff Pursuant to Federal Securities Laws

I, duly certify and say, as to the claims asserted under the federal securities laws, that:

1. I have reviewed a complaint filed in the action.

2. I did not purchase the security that is the subject of this action at the direction of plaintiff's counsel or in order to participate in this action.

3. I am willing to serve as a representative party on behalf of the class, including providing testimony at deposition and trial, if necessary.

4. My transaction(s) in Commvault Systems, Inc. which are the subject of this litigation during the class period set forth in the complaint are set forth in the chart attached hereto.

5. Within the last 3 years,



6. I will not accept any payment for serving as a representative party on behalf of the class beyond the Plaintiff's pro rata share of any recovery, except as ordered or approved by the court, including any award for reasonable costs and expenses (including lost wages) directly relating to the representation of the class.

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Signed pursuant to California Civil Code Section 1633.1, et seq. - and the Uniform Electronic Transactions Act as adopted by the various states and territories of the United States.

By your signature above, you confirm that have retained Levi & Korsinsky, LLP to represent you and the shareholder class as a lead plaintiff in the pending class action against Commvault Systems, Inc. This representation will be on a contingency basis, meaning that Levi & Korsinsky will advance all expenses in the litigation and will only seek compensation and/or reimbursement of expenses if the firm obtains a recovery. Regardless of the result, we will never ask you to directly pay for any attorneys’ fees, expenses, or costs. Should we obtain a favorable result, we may ask the court to award us compensation and reimbursement of expenses to be paid by the defendants or as a portion of any class recovery. In exchange for our representation, you agree to cooperate as our client by providing, for example, relevant documents and deposition testimony, if necessary. During the course of this litigation, we may employ and/or work with other law firms, experts, and third-parties to successfully prosecute this action. If you are not appointed as the lead plaintiff or Levi & Korsinsky is not appointed as lead counsel, we will notify you of such decision at which time this representation will end unless otherwise extended by you and the firm. We look forward to working with you towards a successful resolution of this action.

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Class Period

Begins

28

Jan 2025

Ends

26

Jan 2026

January 28, 2025 - January 26, 2026

Allegations

According to the complaint, defendants provided overwhelmingly positive statements to investors while, at the same time, disseminating materially false and misleading statements and/or concealing material adverse facts concerning the true state of Commvault’s ARR growth environment; pertinently, Commvault knew or recklessly disregarded that the Company’s ARR growth guidance failed to properly factor in crucial variables, such as the type of sale. On January 27, 2026, Commvault published third quarter 2026 fiscal results, which included ARR growth below the guidance provided by the Company. In particular, ARR growth for the third quarter 2026 was $39 million, which fell short of the $45 million projection provided. Following this news, the price of Commvault’s common stock declined dramatically. From a closing market price of $129.36 per share on January 26, 2026, Commvault’s stock price fell to $89.13 per share on January 27, 2026, a decline of over 31% in a single day.

Eligibility

In order to be eligible to join the CVLT class action lawsuit, you must have incurred a loss on shares of Commvault purchased during the class period listed above.

Lead Plaintiff Deadline

If you suffered a loss in Commvault during the relevant time frame, you have until July 17, 2026 to request that the Court appoint you as lead plaintiff. Your ability to share in any recovery doesn't require that you serve as a lead plaintiff.

Commvault Systems, Inc.Class Action Lawsuit Details

Key Facts About Commvault Systems, Inc. (NASDAQ: CVLT)

●        The Allegation: The complaint alleges Commvault misled investors about its competitive positioning, allegedly concealing that rising competition forced the company to make substantial concessions on price and contract duration for its on-premise software licenses, pushing it to rely more heavily on lower-margin SaaS offerings that weakened margins and reduced Net New Annualized Recurring Revenue (NNARR).

●        The Stock Drop: On January 27, 2026, CVLT fell $40.23 per share, or about 31%, to close at $89.13 per share, after the company reported third-quarter fiscal 2026 NNARR in constant currency of $39 million, well below analyst expectations of approximately $45 million, and disclosed that SaaS deals had climbed to 70% of net new ARR.

●        Class Period & Defendants: The class period runs from January 28, 2025 through January 26, 2026, inclusive. The named defendants are Commvault Systems, Inc., Sanjay Mirchandani (President, Chief Executive Officer, and Director), and Jennifer L. DiRico (Chief Financial Officer until her departure at the end of 2025).

●        Lead Plaintiff Deadline: The deadline to apply to serve as lead plaintiff is July 17, 2026. No action is required before the deadline to remain a potential class member. Action is only needed if you wish to seek appointment as lead plaintiff.

Commvault Class Action Summary

Company

Commvault Systems, Inc. (NASDAQ: CVLT)

Lead Plaintiff Deadline

July 17, 2026

Class Period

January 28, 2025 – January 26, 2026

Stock Drop

January 27, 2026 – CVLT fell $40.23 (about 31%) to $89.13

Introduction

A securities class action lawsuit has been filed against Commvault Systems, Inc. (NASDAQ: CVLT) on behalf of investors. The plaintiff is the City of Fort Lauderdale Police and Firefighters' Retirement System. The case covers a class period from January 28, 2025 through January 26, 2026.

The complaint alleges that Commvault made materially false and misleading statements about its competitive position. Plaintiffs say the company hid that growing competition forced it to cut prices and shorten contract terms on its software licenses. This shift, they claim, pushed more sales toward lower-margin SaaS products, which hurt margins and NNARR.

The lawsuit says investors were harmed when the truth came out. On January 27, 2026, Commvault reported weak results that missed expectations. The stock fell $40.23 per share, or about 31%, to close at $89.13 per share. Investors who bought CVLT during the class period may have suffered significant losses.

Company Profile

Commvault Systems, Inc. provides cyber resilience solutions designed to protect and recover customer data and cloud applications across on-premise, hybrid, and multi-cloud environments. The company offers these capabilities through self-managed software licenses deployed at customer locations and through cloud-delivered Software as a Service (SaaS) offering. Incorporated in Delaware with principal executive offices in Tinton Falls, New Jersey, Commvault trades on the Nasdaq Global Select Market under the ticker symbol CVLT.

Class Period

January 28, 2025–January 26, 2026

Investors who purchased or acquired Commvault Systems, Inc. (CVLT) securities during the Class Period may be eligible to seek recovery under the federal securities laws.

Allegations

According to the complaint, most of Commvault's revenue is derived from on-premise term software licenses and subscription-based SaaS offerings. Because these products are sold on a subscription basis, the company told investors that Annualized Recurring Revenue (ARR) and Net New ARR (NNARR) were key performance metrics, with NNARR serving as a growth indicator measuring the net increase in ARR during a given period. The complaint alleges that maintaining an appropriate balance between software licenses and SaaS sales was critical, because an overemphasis on SaaS would materially reduce margins due to lower average selling prices (ASP) and shorter contract durations.

Throughout the class period, the lawsuit alleges, defendants repeatedly assured investors that Commvault was strategically positioned to outpace competitors and continue gaining market share. On the January 28, 2025 earnings call, CEO Sanjay Mirchandani stated the company was "strategically positioned to succeed and win," citing three "fundamental growth drivers" and asserting the company was "out-innovating the competition on every level." On April 29, 2025, in response to an analyst question about the competitive landscape, Mirchandani said Commvault's growth in revenue and ARR was "healthy double digits," which "means we're taking share." That same call, CFO Jennifer DiRico expressed confidence "in the durability of our model over the long term."

The complaint alleges these assurances continued through 2025. On the July 29, 2025 earnings call, Mirchandani again claimed the company was "taking share" and downplayed competitive displacement, while DiRico told analysts the company was "not really seeing too many changes" in competition and was not seeing any customer "pull forward." On the October 28, 2025 call, when a Piper Sandler analyst questioned whether gross margin compression stemmed from "competitive pressures or further discounting," DiRico insisted "the bulk of this is very much the acceleration of SaaS and the shift to terms" and that there was "really nothing else to talk about there."

The complaint alleges these statements were materially false and misleading because defendants failed to disclose that Commvault's competitive positioning was materially weaker than represented; that rising competition forced the company to make significant concessions on price and contract duration for its software licenses; that as those concessions became unsustainable, SaaS became a larger portion of the sales mix; and that the increasing SaaS mix, carrying shorter durations and lower ASPs, negatively impacted margins and NNARR. Plaintiffs allege defendants knew or recklessly disregarded these facts, and that their positive statements lacked a reasonable basis at all relevant times.

The Truth Emerges

The truth emerged before markets opened on January 27, 2026, when Commvault announced its third-quarter fiscal 2026 financial results. The company reported NNARR in constant currency of $39 million, well below analyst expectations of approximately $45 million, and disclosed that total ARR growth in constant currency had decelerated to 17% year-over-year, down from 21% in the prior quarter.

On the related earnings call, Chief Accounting Officer Danielle Abrahamsen provided context on the shortfall, revealing that the SaaS mix of net new ARR had risen to 70% during the quarter, up from 61% the prior quarter. She explained that "landing these customers at a 2 to 3x smaller ASP than software . . . does have a significant impact on ARR." According to the complaint, these disclosures undercut defendants' prior assurances about competition, pricing pressure, and the drivers of Commvault's sales mix.

Analysts responded swiftly. According to the complaint, D.A. Davidson issued a report titled "Another Headache Inducing Quarter From CVLT" and significantly reduced its price target, attributing the ARR miss to a higher mix of SaaS deals landing smaller than term-license deals and to new-logo term-license deals carrying longer duration with price concessions. The analysts noted that investors "by & large are still concluding there must have been some other deals that pushed or were otherwise lost."

Market Reaction

Following the January 27, 2026 disclosures, the price of Commvault common stock fell $40.23 per share, or about 31%, from a closing price of $129.36 per share on January 26, 2026, to close at $89.13 per share on January 27, 2026. The complaint alleges that this sharp single-day decline reflected the market's reaction as the artificial inflation, which plaintiffs allege had been sustained by defendants' misrepresentations about competitive positioning and the drivers of the company's sales mix, came out of the stock price.

Next Steps

●        Lead Plaintiff Deadline: July 17, 2026

●        After the lead plaintiff deadline, the Court will consider any lead plaintiff motions.

●        Defendants may file a motion to dismiss.

●        If the case proceeds, the Court may later consider class certification.

Disclaimer: This shareholder alert is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for personalized guidance. No specific outcomes are guaranteed.