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Cognyte (CGNT) CPO Cohen Gil reports 612,445-share Form 3 holding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Cognyte Software Ltd. Chief Product Officer Cohen Gil filed an initial Form 3 reporting beneficial ownership of 612,445 Ordinary Shares. This total includes several blocks of restricted share units (RSUs) and performance share units (PSUs) that will convert into Ordinary Shares as they vest.

The holdings include 12,500 RSU-based shares granted on July 26, 2023 that vest on May 10, 2026, and 38,310 RSU-based shares granted on March 26, 2024 with vesting dates in 2026 and 2027. They also include 59,525 RSU-based shares granted on March 24, 2025 vesting over five dates through March 24, 2028, 142,786 PSU-based shares granted on March 26, 2024 vesting on April 11, 2026, and 69,914 RSU-based shares granted on March 16, 2026 vesting in six equal semi-annual installments over three years.

Positive

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Negative

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Insider Cohen Gil
Role Chief Product Officer
Type Security Shares Price Value
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 612,445 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. 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.
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SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Cohen Gil
(Last) (First) (Middle)
C/O COGNYTE SOFTWARE LTD., 33 MASKIT
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Product 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 612,445(1)(2)(3)(4)(5) 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 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.

Source: View Original Filing on SEC EDGAR

FAQ

What does Cognyte Software (CGNT) Chief Product Officer Cohen Gil report on this Form 3?

Cohen Gil reports beneficial ownership of 612,445 Ordinary Shares of Cognyte Software. This amount includes time-based RSUs and performance-based PSUs that convert into Ordinary Shares upon future vesting and settlement, reflecting both current holdings and scheduled equity compensation.

How many Cognyte (CGNT) shares are tied to the July 26, 2023 RSU grant for Cohen Gil?

The filing states that 12,500 Ordinary Shares are represented by RSUs granted on July 26, 2023. All these RSUs vest on May 10, 2026, with each RSU providing a contingent right to receive one Cognyte Ordinary Share upon settlement after vesting.

What are the key vesting dates for Cohen Gil’s March 26, 2024 RSUs in Cognyte (CGNT)?

The March 26, 2024 RSU grant covers 38,310 Ordinary Shares. Vesting occurs in three tranches: 12,770 shares on March 26, 2026, 12,770 shares on September 26, 2026, and 12,770 shares on March 26, 2027, subject to continued eligibility conditions described in the award.

How are the March 24, 2025 RSUs for Cognyte (CGNT) executive Cohen Gil scheduled to vest?

The March 24, 2025 RSU grant represents 59,525 Ordinary Shares. Vesting occurs in five equal tranches of 11,905 shares on March 24, 2026, September 24, 2026, March 24, 2027, September 24, 2027, and March 24, 2028, each providing one Ordinary Share per vested RSU.

What performance share units (PSUs) does Cohen Gil hold in Cognyte (CGNT)?

Cohen Gil holds PSUs representing 142,786 Ordinary Shares granted on March 26, 2024. The filing notes that performance conditions have been met and all these PSUs vest on April 11, 2026, each PSU delivering one Ordinary Share when settled after vesting.

What are the terms of the March 16, 2026 RSU grant for Cognyte (CGNT) Chief Product Officer?

The March 16, 2026 RSU grant covers 69,914 Ordinary Shares. These RSUs vest in six equal semi-annual installments over three years, beginning six months after the grant date, gradually delivering Ordinary Shares as each installment vests and is settled.