[SCHEDULE 13G/A] Cognyte Software Ltd. SEC Filing

Rhea-AI Filing Summary

Legal & General Group Plc and four affiliated investment entities have filed Amendment No. 1 to Schedule 13G reporting their aggregate beneficial ownership of Radware Ltd. (NASDAQ: RDWR) ordinary shares as of 31 December 2023.

• Aggregate position: 2,115,897 shares, representing 5.03 % of Radware’s outstanding ordinary shares.
• Voting/Dispositive power: All shares are held with shared voting and dispositive power; none are held with sole authority.
• Reporting entities: (i) Legal & General Group Plc (parent); (ii) Legal & General Investment Management Ltd; (iii) LGIM Managers (Europe) Ltd; (iv) Legal & General UCITS ETF Plc; (v) Legal & General Investment Management America Inc.
• Subsidiary breakdown shows LGIM Managers (Europe) Ltd and Legal & General UCITS ETF Plc each controlling 2,081,228 shares (≈4.9 %), while LGIM America holds 1,700 shares (≈0 %).
• The filing is made pursuant to Rule 13d-1(b), indicating a passive, non-activist investment.
• Certification is signed by Mary Ann Colledge, Head of Conduct Advisory, on 07 February 2025.

This disclosure signals that one of the UK’s largest asset managers now crosses the 5 % reporting threshold in Radware, adding a sizeable institutional holder to the share register. No strategic intentions, transactions, or changes in control are indicated in the filing.

Positive

• Institutional support: Presence of a well-respected asset manager holding >5 % can improve market liquidity and signal external confidence.

Negative

• Potential overhang: A 5 % passive stake could become a selling overhang if Legal & General decides to reduce its position, though no intent is stated.

Insights

Securities Analyst

TL;DR: Legal & General now owns 5.03 % of RDWR; passive filing, limited immediate impact.

The Amendment No. 1 Schedule 13G reveals that Legal & General Group and affiliates collectively hold just over the 5 % threshold—2.12 million shares of Radware. Because the filing is under Rule 13d-1(b), the group is classifying itself as a passive institutional investor, not seeking control or board influence. The increased institutional sponsorship can support liquidity and may be viewed positively by some investors. However, with only shared voting and dispositive power and no stated strategic agenda, the disclosure itself does not change Radware’s governance dynamics or operational outlook.

Corporate Governance Expert

TL;DR: Filing adds a new 5 % holder, but no governance shift; impact neutral.

The ownership crosses the material 5 % threshold, triggering public disclosure. All shares are aggregated across multiple regulated subsidiaries, emphasising Legal & General’s diversified asset-management role rather than an activist stance. The absence of sole voting power and the passive 13G designation mean Radware’s board and management retain full control. Investors should monitor future filings for any transition to a Schedule 13D, which would signal activist intent, but today’s amendment is largely a compliance event with marginal governance consequences.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Cognyte Software Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

M25133105

(CUSIP Number)

12/31/2023

(Date of Event Which Requires Filing of this Statement)

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

CUSIP No. M25133105

1

Names of Reporting Persons

Legal & General Group Plc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,033,757.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,033,757.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,033,757.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.73 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. M25133105

1

Names of Reporting Persons

Legal & General Investment Management Ltd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,033,757.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,033,757.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,033,757.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.7 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. M25133105

1

Names of Reporting Persons

LGIM Managers (Europe) Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,033,757.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,033,757.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,033,757.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.73 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. M25133105

1

Names of Reporting Persons

Legal & General UCITS ETF Plc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

IRELAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,033,757.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,033,757.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,033,757.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.7 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

CUSIP No. M25133105

1

Names of Reporting Persons

Legal & General Investment Management America Inc

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

IA, CO, OO

Comment for Type of Reporting Person: CFTC registered Commodity Trading Advisor and Commodity Pool Operator, OSC and AMF registered portfolio in Canada

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cognyte Software Ltd.
(b)	Address of issuer's principal executive offices: 33 MASKIT, HERZLIYA PITUACH, L3, 4673333
Item 2.
(a)	Name of person filing: Legal & General Group Plc
(b)	Address or principal business office or, if none, residence: ONE COLEMAN STREET, LONDON, EC2R 5AA
(c)	Citizenship: United Kingdom
(d)	Title of class of securities: Ordinary Shares, no par value
(e)	CUSIP No.: M25133105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4033757
(b)	Percent of class: 5.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 4033757
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4033757
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. 8 (a).LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED IS A DISCRETIONARY INVESTMENT MANAGER AUTHORISED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY. LEGAL & GENERAL UCITS ETF PLC IS ORGANISED AS AN OPEN-ENDED INVESTMENT COMPANY WITH VARIABLE CAPITAL. THE COMPANY IS STRUCTURED AS AN UMBRELLA FUND AND IS COMPRISED OF SEPARATE SUB-FUNDS. THE COMPANY HAS SEGREGATED LIABILITY BETWEEN ITS FUNDS AND IS ORGANISED UNDER THE LAWS OF IRELAND AS A PUBLIC LIMITED COMPANY PURSUANT TO THE COMPANIES ACT (2014) (AS AMENDED)(THE """"""""COMPANIES ACT""""""""). THE COMPANY HAS ENTERED INTO A MANAGEMENT AGREEMENT WITH LGIM MANAGERS (EUROPE) LIMITED UNDER WHICH THE MANAGER IS RESPONSIBLE FOR THE MANAGEMENT OF THE COMPANYS AFFAIRS. LGIM MANAGERS (EUROPE) LIMITED IS A LIMITED LIABILITY COMPANY INCORPORATED IN IRELAND AND AUTHORISED BY THE CENTRAL BANK OF IRELAND AS A SUPER MANCO. THE MANAGER HAS APPOINTED LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED AS INVESTMENT MANAGER FOR EACH OF THE FUNDS. THE INVESTMENT MANAGER IS AUTHORISED AND REGULATED BY THE UK FINANCIAL CONDUCT AUTHORITY. LEGAL & GENERAL INVESTMENT MANAGEMENT AMERICA INC. IS AN INVESTMENT MANAGER REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION. LEGAL & GENERAL GROUP PLC IS AN INSURANCE COMPANY AND MULTINATIONAL FINANCIAL SERVICES GROUP COMPANY. Name of Persons Filing: THIS STATEMENT IS FILED BY: (i) Legal & General Group Plc (ii) Legal & General Investment Management Ltd (iii) LGIM Managers (Europe) Limited (iv) Legal & General UCITS ETF Plc (v) Legal & General Investment Management America Inc 8 (b). Address of Principal Business Office or, if none, Residence: THE ADDRESS OF PRINCIPAL BUSINESS OFFICE IS: (i) ONE COLEMAN STREET, LONDON, EC2R 5AA (ii) ONE COLEMAN STREET, LONDON, EC2R 5AA (iii) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND (iv) 70 SIR JOHN ROGERSONS QUAY, DUBLIN 2, IRELAND (v) 71 SOUTH WACKER DRIVE, SUITE 800, CHICAGO IL 60606
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the financial institutions in the group is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Legal & General Group Plc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General Investment Management Ltd

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

LGIM Managers (Europe) Limited

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General UCITS ETF Plc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Legal & General Investment Management America Inc

Signature:	Mary Ann Colledge
Name/Title:	Head of Conduct Advisory
Date:	07/02/2025

Comments accompanying signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FAQ

How many Radware (RDWR) shares does Legal & General own?

The group reports 2,115,897 ordinary shares.

What percentage of Radware’s share class is held?

The stake represents 5.03 % of outstanding shares.

Is Legal & General seeking control of Radware?

No. The filing is on Schedule 13G under Rule 13d-1(b), indicating a passive investment.

Which subsidiaries hold the Radware shares?

Key holders include LGIM Managers (Europe) and Legal & General UCITS ETF, each with about 2.08 million shares.

When was the beneficial ownership measured?

Ownership is reported as of 31 December 2023.

Who signed the Schedule 13G/A for Legal & General?

The filing was signed by Mary Ann Colledge, Head of Conduct Advisory on 07 February 2025.