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

Cognyte (CGNT) CFO lists 1,026,792 shares, PSUs and RSUs vesting to 2028

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

Rhea-AI Filing Summary

Cognyte Software Ltd.’s Chief Financial Officer David Abadi filed a Form 3 showing beneficial ownership of 1,026,792 Ordinary Shares, held directly. This total includes performance share units and restricted share units that will settle into Ordinary Shares as they vest between 2026 and 2028.

The holdings comprise 172,532 Ordinary Shares represented by PSUs granted on March 26, 2024, which will vest on April 11, 2026, and multiple blocks of RSUs: 18,334 shares vesting May 10, 2026, 46,291 shares vesting in three tranches from March 2026 to March 2027, 76,885 shares vesting in five tranches from March 2026 to March 2028, and 90,305 shares vesting in six semi-annual installments over three years from March 16, 2026.

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Insider Abadi David
Role Chief Financial Officer
Type Security Shares Price Value
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 1,026,792 shares (Direct)
Footnotes (1)
  1. Includes 172,532 Ordinary Shares that are represented by performance share units ("PSUs") that were granted on March 26, 2024, for which the performance condition has 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 18,334 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 46,291 Ordinary Shares that are represented by RSUs that were granted on March 26, 2024, of which 15,430 vest on March 26, 2026, 15,430 vest on September 26, 2026 and 15,431 vest on March 26, 2027. Includes 76,885 Ordinary Shares that are represented by RSUs that were granted on March 24, 2025, of which 15,377 vest on March 24, 2026, 15,377 vest on September 24, 2026, 15,377 vest on March 24, 2027, 15,377 vest on September 24, 2027 and 15,377 vest on March 24, 2028. Includes 90,305 Ordinary Shares that are represented by RSUs that were granted on March 16, 2026, and which vest in six 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*
Abadi David
(Last) (First) (Middle)
C/O COGNYTE SOFTWARE 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 Financial 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 1,026,792(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 172,532 Ordinary Shares that are represented by performance share units ("PSUs") that were granted on March 26, 2024, for which the performance condition has 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.
2. Includes 18,334 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.
3. Includes 46,291 Ordinary Shares that are represented by RSUs that were granted on March 26, 2024, of which 15,430 vest on March 26, 2026, 15,430 vest on September 26, 2026 and 15,431 vest on March 26, 2027.
4. Includes 76,885 Ordinary Shares that are represented by RSUs that were granted on March 24, 2025, of which 15,377 vest on March 24, 2026, 15,377 vest on September 24, 2026, 15,377 vest on March 24, 2027, 15,377 vest on September 24, 2027 and 15,377 vest on March 24, 2028.
5. Includes 90,305 Ordinary Shares that are represented by RSUs that were granted on March 16, 2026, and which vest in six 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) CFO David Abadi report in his Form 3 filing?

David Abadi reports beneficial ownership of 1,026,792 Ordinary Shares of Cognyte. This includes time-based and performance-based equity awards that convert into shares as they vest between 2026 and 2028, reflecting his total direct ownership position.

How many Cognyte (CGNT) shares does CFO David Abadi beneficially own?

He beneficially owns 1,026,792 Ordinary Shares of Cognyte Software Ltd. This figure combines currently held shares with performance share units and restricted share units that will settle into Ordinary Shares once their vesting conditions are satisfied over several future dates.

What performance share units (PSUs) are included in David Abadi’s Cognyte (CGNT) holdings?

His holdings include 172,532 Ordinary Shares represented by PSUs granted on March 26, 2024. The performance condition has been met, and these PSUs will vest on April 11, 2026, each PSU delivering one Ordinary Share of Cognyte upon settlement.

What restricted share units (RSUs) are included in the Cognyte (CGNT) CFO’s Form 3?

The filing lists RSUs representing 18,334, 46,291, 76,885 and 90,305 Ordinary Shares. These RSUs were granted in 2023, 2024, and 2025 and vest in scheduled tranches from March 2026 through March 2028.

Over what period will David Abadi’s Cognyte (CGNT) RSUs and PSUs vest?

His PSUs and RSUs vest from April 11, 2026 through March 24, 2028. Grants vest in single, semi-annual, or annual installments, creating a multi-year schedule that gradually converts these awards into Cognyte Ordinary Shares upon each vesting date.

Does David Abadi’s Cognyte (CGNT) Form 3 show any share purchases or sales?

The Form 3 does not report share purchases or sales; it records his existing beneficial ownership. It details his total Ordinary Share position, including unvested performance share units and restricted share units that will become shares once vesting conditions are met.