Commvault Lawsuit Submission Form

Introduction

A securities class action lawsuit has been filed against Commvault Systems, Inc. (NASDAQ: CVLT), its CEO Sanjay Mirchandani, and former CFO Jennifer DiRico in the United States District Court for the District of New Jersey. The lawsuit, filed by Levi & Korsinsky, LLP on behalf of plaintiff Enrique Imbert, covers investors who purchased or acquired Commvault securities between April 29, 2025 and January 26, 2026. The complaint alleges that defendants made materially false and misleading statements regarding the Company's projected annualized recurring revenue (ARR) growth for fiscal year 2026, failing to disclose that the Company's ARR guidance did not properly account for how variations in sale type, particularly the growing mix of SaaS deals versus term-license deals, would suppress net new ARR figures. When Commvault reported third quarter fiscal 2026 results on January 27, 2026, revealing net new ARR of $39 million versus the guided $45 million, the Company's stock price fell from $129.36 to $89.13 per share, a decline of over 31% in a single trading day.

Company Profile

Commvault Systems, Inc. is a data protection company that provides cyber resilience solutions and management software, specializing in hybrid and multi-cloud environments. The Company's common stock trades on the NASDAQ under the ticker symbol CVLT, and its principal offices are located in Tinton Falls, New Jersey.

Class Period

April 29, 2025 – January 26, 2026, inclusive.

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

Allegations

The complaint alleges that throughout fiscal year 2026, defendants established and repeatedly raised ARR growth guidance while knowing or recklessly disregarding that the Company's projections failed to properly account for the impact that different sale types would have on net new ARR. According to the complaint, defendants used quarterly earnings calls to paint an increasingly optimistic picture of the Company's ARR growth trajectory, creating a false impression that growth would remain steady throughout fiscal year 2026, without disclosing the fundamental vulnerability in their projections.

The alleged misstatements began on April 29, 2025, when Defendant DiRico announced initial fiscal year 2026 guidance projecting total ARR growth of 16% to 17% year-over-year during the fourth quarter and full year 2025 earnings call. On July 29, 2025, DiRico raised that guidance to 18% total ARR growth and specifically told analysts to expect "around $40 million total net new ARR quarter-over-quarter for the remaining of the year." On October 28, 2025, during the second quarter fiscal 2026 earnings call, DiRico raised guidance again to 18% to 19% total ARR growth and stated that the back half of the year implied $45 million of net new ARR on a constant currency basis, explicitly above the $40 million baseline she had set earlier in the year.

The complaint alleges that defendants knew or recklessly disregarded that SaaS deals, which were becoming an increasing proportion of Commvault's sales mix, carry significantly lower average selling prices (ASPs), typically two to three times smaller than term-license deals, meaning that a shift toward SaaS would inherently suppress net new ARR figures. The complaint alleges that, despite knowing or recklessly disregarding this sales-mix issue, defendants repeatedly raised ARR projections, creating an artificial impression of steady, accelerating growth that the complaint says was not supported by the Company’s actual business trajectory.

The Truth Emerges

On January 27, 2026, Commvault published third quarter fiscal 2026 results revealing that total net new ARR came in at $39 million on a constant currency basis, falling short of the $45 million guidance defendants had provided during the prior quarter's earnings call. During the earnings call, Danielle Abrahamsen, Commvault's Chief Accounting Officer who had assumed financial reporting responsibilities after DiRico's December 2025 departure, disclosed that 70% of the quarter's net new ARR was driven by SaaS deals, up from 61% the prior quarter. When pressed by analysts on the delta between the $45 million projection and the $39 million result, Defendant Mirchandani attributed the shortfall to the volume of SaaS land deals and software land deals in the quarter, acknowledging that "there will be variation quarter-to-quarter" based on sale type.

Analysts expressed skepticism that the explanations fully accounted for the miss. DA Davidson noted that SaaS net new ARR actually came in slightly ahead of expectations at $27.1 million, meaning the shortfall was concentrated in term-license deals, and concluded that the Company's explanations "do not seem to have been enough for investors, who by & large are still concluding there must have been some other deals that pushed or were otherwise lost." CFRA downgraded Commvault to Hold from Buy and lowered its price target to $101 from $172, while Mizuho reduced its target to $140 from $180, characterizing the quarter as "underwhelming."

Market Reaction

The market's response to Commvault's third quarter fiscal 2026 disclosure was immediate and severe. On January 27, 2026, CVLT shares fell from a closing price of $129.36 on January 26, 2026 to $89.13 per share, a decline of over 31% in a single trading day. The complaint alleges that the decline followed the gap between Commvault’s prior ARR guidance and the results disclosed on January 27, 2026, along with analyst skepticism regarding management’s explanation.

Next Steps

●        Lead Plaintiff Deadline: July 17, 2026

●        After the lead-plaintiff deadline, the Court will consider any motions for appointment of lead plaintiff and lead counsel.

●        The Court may then consider a motion for class certification.

●        The case may later involve a motion to dismiss.

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.

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