Cognyte (CGNT) director reports 40,022-share ownership stake

Rhea-AI Filing Summary

Cognyte Software Ltd. director Matthew K. O'Neill filed an initial ownership report showing beneficial ownership of 40,022 Ordinary Shares. This includes 19,048 shares represented by restricted share units (RSUs) granted on March 24, 2025 that vest on March 24, 2026, and 20,974 shares represented by RSUs granted on March 16, 2026 that vest in four equal quarterly installments over one year. The filing records current holdings and does not reflect any recent share purchases or sales.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider O'Neill Matthew K

Role Director

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 40,022 shares (Direct)

Footnotes (1)

1. Includes 19,048 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on March 24, 2025, all of which vest on March 24, 2026. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement. Includes 20,974 Ordinary Shares that are represented by RSUs that were granted on March 16, 2026, and will vest in four equal quarterly installments over a one-year period following the grant date.

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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

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1. Name and Address of Reporting Person^*

O'Neill Matthew K

(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	40,022(1)(2)	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 19,048 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on March 24, 2025, all of which vest on March 24, 2026. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement.

2. Includes 20,974 Ordinary Shares that are represented by RSUs that were granted on March 16, 2026, and will vest in four equal quarterly installments over a one-year period following the grant date.

Remarks:

Exhibit 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.

FAQ

What does the Cognyte (CGNT) Form 3 filing by Matthew K. O'Neill show?

The Form 3 shows director Matthew K. O'Neill beneficially owns 40,022 Cognyte Ordinary Shares. This total includes shares represented by restricted share units granted in March 2025 and March 2026, which will vest over time according to their stated schedules.

How many Cognyte (CGNT) shares are tied to Matthew O'Neill's RSUs?

Matthew O'Neill’s reported holdings include 19,048 Ordinary Shares represented by RSUs granted March 24, 2025 and 20,974 shares represented by RSUs granted March 16, 2026. Together, these RSUs account for 40,022 Ordinary Shares upon settlement, subject to their vesting conditions.

When do Matthew O'Neill's Cognyte (CGNT) RSUs vest?

RSUs covering 19,048 Ordinary Shares vest on March 24, 2026. Additional RSUs covering 20,974 Ordinary Shares vest in four equal quarterly installments over one year following the March 16, 2026 grant date, providing a staged delivery of Ordinary Shares.

Does the Cognyte (CGNT) Form 3 indicate recent share purchases or sales by Matthew O'Neill?

The Form 3 functions as an initial ownership report and lists Matthew O'Neill’s existing stake of 40,022 Ordinary Shares. The transaction summary shows no recorded buy or sell transactions, only a holding entry documenting his current beneficial ownership position.

What type of security does Matthew O'Neill hold in Cognyte (CGNT)?

Matthew O'Neill holds Cognyte Ordinary Shares, including those represented by restricted share units. Each RSU represents a contingent right to receive one Ordinary Share upon settlement, subject to vesting on the specified dates and schedules detailed in the filing footnotes.