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Cognyte (CGNT) CRO discloses 611,676-share equity stake in Form 3

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

Rhea-AI Filing Summary

Cognyte Software Ltd.’s Chief Revenue Officer, Nuri Efraim, has filed an initial Form 3 reporting beneficial ownership of 611,676 Ordinary Shares. This position includes a mix of currently held shares and equity awards such as restricted share units (RSUs) and performance share units (PSUs).

The filing notes RSU and PSU grants made between July 2023 and March 2026, with vesting schedules extending into 2028. These awards convert into Ordinary Shares over time as vesting and performance conditions are met, tying a substantial portion of the CRO’s compensation directly to Cognyte’s future performance.

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Insider Nuri Efraim
Role Chief Revenue Officer
Type Security Shares Price Value
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 611,676 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 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 136,835 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, and which will vest on April 11, 2026. Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. Includes 36,713 Ordinary Shares that are represented by RSUs that were granted on March 26, 2024, of which 12,237 vest on March 26, 2026, 12,238 vest on September 26, 2026 and 12,238 vest on March 26, 2027. Includes 58,261 Ordinary Shares that are represented by 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*
Nuri Efraim
(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)
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 611,676(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 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.
3. Includes 136,835 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, and which will vest on April 11, 2026. Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement.
4. Includes 36,713 Ordinary Shares that are represented by RSUs that were granted on March 26, 2024, of which 12,237 vest on March 26, 2026, 12,238 vest on September 26, 2026 and 12,238 vest on March 26, 2027.
5. Includes 58,261 Ordinary Shares that are represented by 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 (CGNT) Chief Revenue Officer Nuri Efraim report on this Form 3?

Nuri Efraim reports beneficial ownership of 611,676 Cognyte Ordinary Shares on this Form 3. The holding combines existing shares with multiple RSU and PSU awards that convert into shares as vesting and performance conditions are satisfied over coming years.

Are there any buy or sell transactions in Nuri Efraim’s Cognyte (CGNT) Form 3 filing?

No buy or sell transactions are reported; this Form 3 is an initial ownership statement. It lists total Ordinary Shares and equity awards held, without recording new market purchases or sales, giving investors a baseline of the CRO’s existing equity stake.

What equity award types does Cognyte (CGNT) disclose for Nuri Efraim in this filing?

The filing discloses restricted share units (RSUs) and performance share units (PSUs). These instruments each represent a right to receive one Ordinary Share upon settlement, subject to vesting schedules and, for PSUs, satisfaction of specified performance conditions.

Over what period do Nuri Efraim’s Cognyte (CGNT) RSUs and PSUs vest?

The awards were granted between July 2023 and March 2026, with vesting dates running through March 2028. Some RSUs vest in scheduled tranches, while PSUs vest after performance conditions are met and a defined future vesting date is reached.

How many Cognyte (CGNT) shares are tied to Nuri Efraim’s RSUs and PSUs?

The filing highlights several awards, including 12,500 RSU shares from July 2023, 59,525 RSU shares from March 2025, 136,835 PSU shares from March 2024, and additional RSU grants. All are included within the reported 611,676 Ordinary Shares.