Sec Form 3 Filing - Sharon Elad @ Cognyte Software Ltd. - 2026-03-16

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sharon Elad
2. Issuer Name and Ticker or Trading Symbol
Cognyte Software Ltd. [ CGNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O COGNYTE SOFTWRAE LTD., MASKIT 33
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2026
(Street)
HERZLIYA, L34673333
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares 2,167,671 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sharon Elad
C/O COGNYTE SOFTWRAE LTD., MASKIT 33
HERZLIYA, L34673333
X
Signatures
/s/ Liam Eckstein, as Attorney-in-Fact 03/16/2026
Signature of Reporting Person Date
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

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