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Form 3 Cognyte Software Ltd. For: Aug 01 Filed by: Philpott Adam Richard

August 4, 2026 8:10 AM
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 *
Philpott Adam Richard

(Last) (First) (Middle)
C/O COGNYTE SOFTWARE LTD.
33 MASKIT STREET

(Street)
HERZLIYA 4673333

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2026
3. Issuer Name and Ticker or Trading Symbol
Cognyte Software Ltd. [ CGNT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Revenue Officer
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 89,485 (1)
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 89,485 Ordinary Shares represented by restricted share units ("RSUs") granted on July 20, 2026, which vest in six equal semi-annual installments beginning six months after the grant date over a three-year period, as follows: 14,914 shares on January 20, 2027; 14,914 shares on July 20, 2027; 14,914 shares on January 20, 2028; 14,914 shares on July 20, 2028; 14,914 shares on January 20, 2029; and 14,915 shares on July 20, 2029.
Remarks:
Ex-24 POA
/s/ Liam Eckstein, as Attorney-in-Fact 08/04/2026
** 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.
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ATTACHMENTS / EXHIBITS

EX-24

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