New insider Sharon Elad claimed ownership of 2,167,671 units of Ordinary Shares (SEC Form 3)
$CGNT
Computer Software: Prepackaged Software
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/16/2026 |
3. Issuer Name and Ticker or Trading Symbol
Cognyte Software Ltd. [ CGNT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 2,167,671(1)(2)(3)(4)(5)(6)(7) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Includes 43,367 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on September 7, 2023, all of which vest on May 10, 2026. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. |
| 2. Includes 297,470 Ordinary Shares that are represented by performance share units ("PSUs") that were granted on March 26, 2024, for which the performance conditions have been met, all of which vest on April 11, 2026. Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. |
| 3. Includes 123,974 Ordinary Shares that are represented by PSUs that were granted on September 4, 2024, for which the performance conditions have been met, all of which vest on April 11, 2026. Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. |
| 4. Includes 66,509 Ordinary Shares that are represented by RSUs that were granted on March 26, 2024, of which 13,302 vest on March 26, 2026, 13,302 vest on June 26, 2026, 13,302 vest on September 26, 2026, 13,302 vest on December 26, 2026 and 13,301 vest on March 26, 2027. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. |
| 5. Includes 33,263 Ordinary Shares that are represented by RSUs that were granted on September 4, 2024, of which 5,544 vest on June 4, 2026, 5,544 vest on September 4, 2026, 5,544 vest on December 4, 2026, 5,544 vest on March 4, 2027, 5,544 vest on June 4, 2027 and 5,543 vest on September 4, 2027. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. |
| 6. Includes 208,333 Ordinary Shares that are represented by RSUs that were granted on March 24, 2025, of which 69,444 vest on March 24, 2026, 17,361 vest on June 24, 2026, 17,361 vest on September 24, 2026, 17,361 vest on December 24, 2026, 17,361 vest on March 24, 2027, 17,361 vest on June 24, 2027, 17,362 vest on September 24, 2027, 17,361 vest on December 24, 2027 and 17,361 vest on March 24, 2028. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. |
| 7. Includes 203,915 Ordinary Shares that are represented by RSUs that were granted on March 16, 2026, of which one-third (1/3) will vest on the first anniversary of the grant date and the remaining two-thirds (2/3) will vest in eight equal quarterly installments thereafter, over a total vesting period of three years. |
| Remarks: |
| EX 24 - POA |
| /s/ Liam Eckstein, as Attorney-in-Fact | 03/16/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||