Sec Form 3 Filing - Cohen Gil @ 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
Cohen Gil
2. Issuer Name and Ticker or Trading Symbol
Cognyte Software Ltd. [ CGNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Product Officer
(Last) (First) (Middle)
C/O COGNYTE SOFTWARE LTD., 33 MASKIT
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 612,445 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) 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
Cohen Gil
C/O COGNYTE SOFTWARE LTD., 33 MASKIT
HERZLIYA, L34673333
Chief Product Officer
Signatures
/s/ Liam Eckstein, as Attorney-in-Fact 03/16/2026
Signature of Reporting Person Date
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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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