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Form 3 Cognyte Software Ltd. For: Mar 16 Filed by: Sharon Elad

March 16, 2026 1:53 PM
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 *
Sharon Elad
(Last) (First) (Middle)
C/O COGNYTE SOFTWRAE LTD., MASKIT 33
(Street)
HERZLIYA L3 4673333
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2026 		3. Issuer Name and Ticker or Trading Symbol
Cognyte Software Ltd. [ CGNT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 4 (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.

ATTACHMENTS / EXHIBITS

EX-24

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SEC Filings