New insider Cohen Gil claimed ownership of 612,445 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 | |||
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| 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 | 612,445(1)(2)(3)(4)(5) | 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 12,500 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on July 26, 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 38,310 Ordinary Shares that are represented by RSUs that were granted on March 26, 2024, of which 12,770 vest on March 26, 2026, 12,770 vest on September 26, 2026 and 12,770 vest on March 26, 2027. |
| 3. Includes 59,525 Ordinary Shares that are represented by RSUs that were granted on March 24, 2025, of which 11,905 vest on March 24, 2026, 11,905 vest on September 24, 2026, 11,905 vest on March 24, 2027, 11,905 vest on September 24, 2027 and 11,905 vest on March 24, 2028. |
| 4. Includes 142,786 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. |
| 5. Includes 69,914 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on March 16, 2026, and which vest in six equal semi-annual installments beginning six months after the grant date over 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. | ||