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Cognyte (CGNT) filing shows Topline fund holding 9.9% stake

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Form Type
SCHEDULE 13G/A

Rhea-AI Filing Summary

Cognyte Software Ltd. received a Schedule 13G/A reporting that Topline Capital Partners, LP, advised by Topline Capital Management, LLC, beneficially owns 7,238,153 shares of Cognyte common stock, representing 9.9% of the class as of February 13, 2026.

Topline Capital Management, LLC and individual manager Collin McBirney may be deemed to share voting and dispositive power over these shares through their roles with the fund, but each expressly disclaims beneficial ownership beyond any pecuniary interest. The filing states the position was acquired and is held in the ordinary course of business, not for the purpose of changing or influencing control of Cognyte.

Positive

  • None.

Negative

  • None.





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G




Comment for Type of Reporting Person: The securities reported on this Schedule as beneficially owned by TCM (the "Securities") are held by and for the benefit of the Fund. Under the definition of "beneficial ownership" in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entity might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities. TCM, as the investment manager and general partner of the Fund, and Collin McBirney, as the member-manager of TCM, may, therefore, be deemed to beneficially own the Securities held by the Fund for the purposes of Rule 13d-3 under the Act insofar as they may be deemed to have the power to direct the voting or disposition of those Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of TCM or Mr. McBirney is, for any other purpose, the beneficial owner of any of the Securities held by the Fund, and each of TCM and Mr. McBirney expressly disclaims beneficial ownership as to the Securities held by the Fund, except to the extent of its or his pecuniary interests therein.


SCHEDULE 13G




Comment for Type of Reporting Person: The securities reported on this Schedule as beneficially owned by TCM (the "Securities") are held by and for the benefit of the Fund. Under the definition of "beneficial ownership" in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entity might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities. TCM, as the investment manager and general partner of the Fund, and Collin McBirney, as the member-manager of TCM, may, therefore, be deemed to beneficially own the Securities held by the Fund for the purposes of Rule 13d-3 under the Act insofar as they may be deemed to have the power to direct the voting or disposition of those Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of TCM or Mr. McBirney is, for any other purpose, the beneficial owner of any of the Securities held by the Fund, and each of TCM and Mr. McBirney expressly disclaims beneficial ownership as to the Securities held by the Fund, except to the extent of its or his pecuniary interests therein.


SCHEDULE 13G




Comment for Type of Reporting Person: The securities reported on this Schedule as beneficially owned by TCM (the "Securities") are held by and for the benefit of the Fund. Under the definition of "beneficial ownership" in Rule 13d-3 under the Act, it is also possible that the individual general partners, executive officers, and members of the foregoing entity might be deemed the "beneficial owners" of some or all of the Securities insofar as they may be deemed to share the power to direct the voting or disposition of such Securities. TCM, as the investment manager and general partner of the Fund, and Collin McBirney, as the member-manager of TCM, may, therefore, be deemed to beneficially own the Securities held by the Fund for the purposes of Rule 13d-3 under the Act insofar as they may be deemed to have the power to direct the voting or disposition of those Securities. Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that any of TCM or Mr. McBirney is, for any other purpose, the beneficial owner of any of the Securities held by the Fund, and each of TCM and Mr. McBirney expressly disclaims beneficial ownership as to the Securities held by the Fund, except to the extent of its or his pecuniary interests therein.


SCHEDULE 13G



Topline Capital Management, LLC
Signature:/s/ Collin McBirney
Name/Title:By: Collin McBirney, Managing Member
Date:02/13/2026
Topline Capital Partners, LP
Signature:/s/ Collin McBirney
Name/Title:By: Topline Capital Management, LLC, the General Partner By: Collin McBirney, its Managing Member
Date:02/13/2026
McBirney Collin
Signature:/s/ Collin McBirney
Name/Title:Collin McBirney
Date:02/13/2026
Exhibit Information

Exhibit A - Joint Filing Undertaking

FAQ

What stake in Cognyte Software Ltd. (CGNT) does Topline report?

Topline Capital Partners, LP reports beneficial ownership of 7,238,153 Cognyte common shares, equal to 9.9% of the outstanding class. This position is disclosed under Schedule 13G/A, indicating a sizable but non-controlling stake held through an investment fund structure.

Who are the reporting persons in this Cognyte (CGNT) Schedule 13G/A?

The reporting persons are Topline Capital Management, LLC, Topline Capital Partners, LP, and individual manager Collin McBirney. The shares are held by the fund, while the management entity and McBirney may be deemed beneficial owners because they can direct voting and disposition of the securities.

How much voting power over Cognyte (CGNT) shares does Topline have?

Topline Capital Management, LLC and Topline Capital Partners, LP each report sole voting and sole dispositive power over 7,238,153 Cognyte shares. Collin McBirney reports shared voting and dispositive power over the same 7,238,153 shares through his role with the Topline entities.

Is Topline’s Cognyte (CGNT) position intended to influence control of the company?

The filing states the securities were acquired and are held in the ordinary course of business, not to change or influence control of Cognyte. It also states they are not held in connection with any control-related transaction, other than activities solely tied to a nomination under Rule 240.14a-11.

When does the Topline fund’s 9.9% Cognyte (CGNT) ownership apply?

As of February 13, 2026, the Topline fund beneficially owns 7,238,153 Cognyte common shares, representing 9.9% of the class. The Schedule 13G/A uses this date for the ownership figures disclosed in the detailed beneficial ownership and voting power breakdown.

Does Collin McBirney claim full beneficial ownership of Cognyte (CGNT) shares?

No. The filing explains that McBirney may be deemed a beneficial owner under Rule 13d-3 because of shared voting and dispositive power. However, he expressly disclaims beneficial ownership of fund-held shares, except to the extent of his pecuniary interest in the securities.
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