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  4. [Form 3] Cognyte Software Ltd. Initial Statement of Beneficial Ownership

Director Sharon Elad reports 2,167,671 Cognyte (CGNT) Ordinary Shares

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

Rhea-AI Filing Summary

Cognyte Software Ltd. director Sharon Elad has filed an initial ownership report showing beneficial ownership of 2,167,671 Ordinary Shares. This total includes time-based restricted share units and performance share units that convert into Ordinary Shares as they vest over the next several years.

The holdings include awards such as RSUs granted on September 7, 2023 that vest on May 10, 2026, PSUs granted on March 26, 2024 and September 4, 2024 that vest on April 11, 2026, and multiple RSU grants from 2024 and 2025–2026 with staggered vesting dates through March 24, 2028.

Positive

  • None.

Negative

  • None.
Insider Sharon Elad
Role Director
Type Security Shares Price Value
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 2,167,671 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. 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. 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. 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.
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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*
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 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 Sharon Elad report owning in Cognyte Software (CGNT) on this Form 3?

Sharon Elad reports beneficial ownership of 2,167,671 Ordinary Shares of Cognyte Software Ltd. This total includes both currently held shares and unvested restricted and performance share units that will settle into Ordinary Shares as vesting conditions are met.

Are restricted share units included in Sharon Elad’s Cognyte (CGNT) Form 3 holdings?

Yes. The filing states the holdings include RSUs, such as 43,367 Ordinary Shares represented by RSUs granted on September 7, 2023, vesting on May 10, 2026. Each RSU converts into one Ordinary Share upon settlement after vesting.

What performance share units are disclosed for Sharon Elad in Cognyte (CGNT)?

The filing notes 297,470 Ordinary Shares represented by PSUs granted on March 26, 2024 and 123,974 PSUs granted on September 4, 2024. For both grants, performance conditions have been met, and all units vest on April 11, 2026.

Over what period do Sharon Elad’s Cognyte (CGNT) RSUs vest?

The RSUs vest on multiple schedules extending through March 24, 2028. Footnotes describe quarterly and annual vesting installments for grants dated March 26, 2024, September 4, 2024, March 24, 2025, and March 16, 2026, each RSU settling into one Ordinary Share.

Does the Cognyte (CGNT) Form 3 show any insider buy or sell transactions by Sharon Elad?

No buy or sell transactions are reported. The Form 3 functions as an initial statement of beneficial ownership, listing 2,167,671 Ordinary Shares held directly, including unvested RSUs and PSUs, without indicating any purchase or sale activity.

How are the March 16, 2026 RSUs for Sharon Elad in Cognyte (CGNT) structured?

The filing specifies 203,915 Ordinary Shares represented by RSUs granted on March 16, 2026. One-third vests on the first anniversary of the grant date, and the remaining two-thirds vest in eight equal quarterly installments over a total three-year vesting period.