security threats are becoming more difficult to detect and mitigate;

data is growing rapidly and is highly fragmented across organizations making it harder to connect the dots; and

security organizations increasingly adopt open software.

empower organizations with an analytics platform and solutions to address ever-growing security challenges;

increase adoption by customers and partners through an open software platform;

expand our footprint across government organizations; and

leverage our success in the government market to expand our presence over time in the enterprise market.

Investigative Analytics. Security investigations can vary in length from several days to several years. Some investigations end without resolution due to lack of sufficient insight. More complex security investigations can also be very expensive and labor intensive as they involve data collection from many different sources and a challenging process of connecting the dots to reach quick conclusions and prevent security threats.

Operational Intelligence Analytics. Field security units are responsible for carrying out operational security missions and it is vital for them to receive real-time or ‘near real-time’ insights to ensure successful completion of missions. Events on the ground can change rapidly during operation and the field team’s ability to quickly adapt and respond is mission critical.

Threat Intelligence Analytics. Security Operating Centers (“SOCs”) are used by government and enterprise organizations to detect security threats and effectively manage responses. SOC personnel are responsible for a variety of security tasks including cyber-attack mitigation, employee safety and operations continuity.

Our platform powers our entire solution portfolio: Investigative Analytics, Operational Intelligence Analytics, and Threat Intelligence Analytics.

Our platform easily integrates with customer data sources to enable holistic fusion of data and insights.

Our platform easily integrates with third-party solutions to expand a customer’s ecosystem.

Our platform enables system integrators who are developing customized software and applying data science.

Data Analytics Engines. A diverse toolbox of engines for data analysts to develop and perform analytical investigations such as data modeling tools, and statistical analysis tools.

Artificial Intelligence and Machine Learning Models. AI models to execute automated machine learning algorithms and to find new patterns in massive amounts of data. Also offers the flexibility to develop customer specific machine learning (“ML”) models using the platform’s AI/ML framework, which can then be tuned based on the aggregated data.

Workflows. Workflows using an integrated set of graphical tools using a drag-and-drop interface with no customizations required. Flexible workflows are configurable to a customer’s specific processes and procedures.

Governance. Governance functionality to monitor and manage data availability, security, usability, and integrity. Leverages advanced technology to control privacy, audit, monitoring, and access control.

Visualization. An advanced visualization toolbox to enable users to effectively filter and display either mass data or a single thread of information.

allow investors to separately invest in the Customer Engagement Solutions business retained by Verint (the “Customer Engagement Business”) or separately invest in the Cognyte Business, which should promote investments from investors seeking to invest in one business and not the other, and allow Cognyte direct access to capital markets as a separate publicly traded company;

improve investors’ ability to value the Customer Engagement Business and the Cognyte Business based on their distinct characteristics and make more targeted investment decisions in a pure-play structure;

create enhanced appeal to a broader set of investors suited to the strategic and financial characteristics of each company by validating inherent value and attractiveness of underlying businesses, strategies, and prospects;

provide more specific alignment of incentives and performance indicators to more closely align employee incentive compensation opportunities with stand-alone business performance;

allow more efficient allocation of capital to the highest and best use, tailored to the unique characteristics of each business;

maintain a capital structure optimized to the needs and unique requirements of each business;

create separate boards with further differentiated skillsets and experience to provide focused oversight and to support tailored strategic and financial objectives to enhance value creation; and

allow enhanced strategic and management focus with dedicated management teams focused on their core business’s distinct operational and regulatory requirements.

potential disruption to our business and operations;

management distraction due to the significant amount of time and effort required;

the significant one-time costs of separating the two companies;

incremental costs on the resulting companies, including, among others, as a result of establishing separate corporate management and duplicative support functions, the costs of being a stand-alone public company and potential tax inefficiencies;

greater susceptibility to market fluctuations and other adverse events as a stand-alone company, including as a result of reduced business diversification; and

risk that the spin-off is not consummated or does not achieve its intended benefits.

uncertainties regarding the impact of changes in macroeconomic and/or global conditions, including as a result of slowdowns, recessions, economic instability, political unrest, armed conflicts, natural disasters or outbreaks of disease, such as the COVID-19 pandemic, as well as the resulting impact on information technology spending and government budgets in both developed countries and developing countries, on our business;

risks that our customers delay, cancel, or refrain from placing orders, refrain from renewing subscriptions or service contracts, or are unable to honor contractual commitments or payment obligations due to liquidity issues or other challenges in their budgets and business, due to the COVID-19 pandemic or otherwise;

risks that continuing restrictions resulting from the COVID-19 pandemic or actions taken in response to the pandemic adversely impact our operations or our ability to fulfill orders, complete implementations, or recognize revenue;

risks associated with our ability to keep pace with technological advances and challenges and evolving industry standards, to adapt to changing market potential from area to area within our markets; and to successfully develop, launch, and drive demand for new, innovative, high-quality products that meet or exceed customer needs, while simultaneously preserving our legacy businesses;

risks due to aggressive competition in all of our markets, including with respect to maintaining revenue, margins, and sufficient levels of investment in our business and operations;

risks relating to our ability to properly manage investments in our business and operations, execute on growth initiatives and strategic priorities, such as our software model transition, and enhance our existing operations and infrastructure;

risks associated with our ability to successfully compete for, consummate, and implement mergers and acquisitions;

challenges associated with sales processes for sophisticated solutions and a broad solution portfolio;

risks associated with larger orders and customer concentration, including risk of volatility of our operating results from period to period, and challenges associated with our ability to accurately forecast revenue and expenses;

risks associated with a significant amount of our business coming from government customers around the world and limitations on investor visibility due to classification or contractual restrictions;

risks associated with political and reputational factors related to our business or operations, including with respect to the nature of our solutions or our Israeli identity, and our ability to maintain security clearances where required;

risks that we may be unable to establish and maintain relationships with key resellers, partners, and systems integrators and risks associated with our reliance on third-party suppliers for certain components, products, or services, including companies that may compete with us or work with our competitors;

risks associated with our ability to retain, recruit, and train qualified personnel in regions in which we operate, including in new markets and growth areas we may enter;

risks associated with our significant international operations, including due to our Israeli operations, and exposure to regions subject to political or economic instability and fluctuations in foreign exchange rates;

risks associated with complex and changing regulatory environments relating to our operations, the products and services we offer, and/or the use of our solutions by our customers, including, with respect to dependence on export and marketing licenses from the governments of Israel and other countries where we operate, applicable classification and confidentiality restrictions, and data privacy and protection;

risks associated with the mishandling or perceived mishandling of sensitive, confidential or classified information, including information that may belong to our customers or other third parties, and with

security vulnerabilities or lapses, including cyber-attacks, information technology system breaches, failures, or disruptions;

risks that our products or services, or those of third-party suppliers, partners, or OEMs which we use in or with our offerings or otherwise rely on, including third-party hosting platforms, may contain defects, develop operational problems, or be vulnerable to cyber-attacks;

risks that our intellectual property rights may not be adequate to protect our business or assets or that others may make claims on our intellectual property, claim infringement on their intellectual property rights, or claim a violation of their license rights, including relative to free or open source components we may use;

risks associated with our credit facilities or that we may experience liquidity or working capital issues and related risks that financing sources may be unavailable to us on reasonable terms or at all;

risks associated with changing tax laws and regulations, tax rates, and the continuing availability of expected tax benefits;

risks relating to the adequacy of our existing infrastructure, systems, processes, policies, procedures, internal controls, and personnel for our current and future operations and reporting needs, including related risks of financial statement omissions, misstatements, restatements, or filing delays;

risk that the spin-off does not achieve the benefits anticipated or that it negatively impacts our operations or stock price, including as a result of management distraction from our business or costs associated with transitioning to a standalone public company;

risks associated with the agreements with Verint to be entered into in connection with the spin-off, including our reliance on the planned transition services agreement and our indemnification obligations to Verint;

risks associated with market volatility in the price of our shares based on our performance, third-party publications or speculation, future sales or dispositions of our shares by significant shareholders or officers and directors, or factors and risks associated with actions of activist shareholders; and

risks associated with different corporate governance requirements applicable to Israeli companies and risks associated with being a foreign private issuer and an emerging growth company.

the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission (“SEC”) of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

the ability to include only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (“SOX”);

reduced disclosure obligations regarding executive compensation in any required periodic reports and proxy statements; and

exemptions from the requirement to hold a non-binding advisory vote on executive compensation, including golden parachute compensation.

(in thousands, except per share data)

Condensed Combined and Combined Statements of Operations Data:

Revenue

Gross profit

Operating income

Provision (benefit) for income taxes

Net income

Net income attributable to Cognyte Business of Verint Systems Inc.

Pro forma Earnings Per Share

Basic

Diluted

Basic

Diluted

(in thousands)

Condensed Combined and Combined Balance Sheets Data:

Cash and cash equivalents

Restricted cash and cash equivalents, and restricted bank time deposits

Total assets

Total liabilities

Total equity

Why am I receiving this document?

Verint has made this document available to you because you are a holder of Verint shares. If you hold or have acquired and do not sell or otherwise dispose of your Verint shares prior to the close of business on January 25, 2021, you will be entitled to receive one Cognyte share for each of your Verint shares in connection with the spin-off. An application has been made to list our shares on NASDAQ. This document will help you understand how the separation and distribution will affect your investment in Verint and your investment in us after the spin-off.

How will the spin-off of Cognyte from Verint work?

To accomplish the spin-off, Verint will distribute all of our shares held by Verint to holders of Verint shares on a pro rata basis. Following the spin-off, we will be an independent, publicly traded company, and Verint will not retain any ownership interest in us. See also “Item 7. Major Shareholders and Related Party Transactions—7.A. Major Shareholders.”

Why is the separation of Cognyte structured as a spin-off?

Verint believes that the spin-off structure we are using is an efficient way to separate the Cognyte Business in a manner that will create long-term value for Verint, Cognyte, and their respective shareholders.

When will Cognyte shares begin to trade on a stand-alone basis?

We will become a stand-alone public company, independent of Verint, on February 1, 2021 (the “distribution date”), and our shares will commence “regular-way” trading on a stand-alone basis on NASDAQ at market open on February 2, 2021 (9:30 a.m., New York City time, on NASDAQ). See also “Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-Off—Listing and Trading of Cognyte Shares.”

What will be the ticker symbol of the Cognyte shares that Verint shareholders will receive in the spin-off?

Our shares are expected to trade on NASDAQ under the ticker symbol “CGNT.”

What is “regular-way” and “ex-distribution” trading of Verint shares?

It is expected that, beginning on or shortly after January 25, 2021 (the “record date”) and continuing up to and through the distribution date, there will be two markets in Verint shares on NASDAQ: a “regular-way” market and an “ex-distribution” market. Verint shares that trade in the “regular-way” market will trade with an entitlement to Cognyte shares to be distributed pursuant to the distribution. Verint shares that trade in the “ex-distribution” market will trade without an entitlement to Cognyte shares to be distributed pursuant to the distribution.

What do I have to do to participate in the spin-off?

Holders of Verint shares held in book-entry form with a bank or broker. Most Verint shareholders hold their Verint shares through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in “street name” and ownership would be recorded on the bank’s or brokerage firm’s books. If a Verint shareholder holds their Verint shares through a bank or brokerage firm, their bank or brokerage firm will credit their account for the Cognyte shares that they are entitled to receive in the distribution. If Verint shareholders have any questions concerning the mechanics of having shares held in “street name,” they should contact their bank or brokerage firm.

Will there be any “when-issued” trading of Cognyte shares before February 1, 2021?

We anticipate that trading in our shares will begin on a “when-issued” basis approximately one trading day after the record date and will continue up to and through the distribution date and that “regular-way” trading in our shares will begin on the first trading day following the distribution date. If trading begins on a “when-issued” basis, you may purchase or sell our shares up to and through the distribution date, but your transaction will not settle until after the distribution date. We cannot predict the trading prices for our shares before, on or after the distribution date.

How many Cognyte shares will I receive in the spin-off?

Verint will distribute to you one Cognyte share for each Verint share that you hold or have acquired and do not sell or otherwise dispose of prior to the close of business on January 25, 2021. The total number of our shares that Verint will distribute will depend on the total number of issued Verint shares (excluding treasury shares held by Verint and its subsidiaries) as of January 25, 2021. The Cognyte shares that Verint distributes will constitute all of our shares held by Verint immediately prior to the spin-off. For additional information on the spin-off, see “Item 4. Information on the Company—4.A. History and Development of the Company—The Spin-Off—When and How You Will Receive Cognyte Shares,” for additional information on our expected share capital following the spin-off, see “Item 10. Additional Information—10.A. Share Capital.”

What will happen to the listing of Verint shares?

After the spin-off, Verint shares will continue to trade on NASDAQ under the symbol “VRNT.”

Will the number of Verint shares I own change as a result of the spin-off?

No, the number of Verint shares you own will not change as a result of the spin-off.

Will the spin-off affect the trading price of my Verint shares?

Yes. As a result of the spin-off, Verint expects the trading prices of Verint shares in the “regular-way” market at market open on February 2, 2021 to be lower than the trading prices in the “regular-way” market at market close on February 1, 2021, because the trading prices will no longer reflect the value of the Cognyte Business. There can be no assurance that the aggregate market value of the Verint shares and our shares following the spin-off will be higher than, equal to or lower than the market value of Verint shares if the spin-off did not occur. This means, for example, that the combined trading prices of one Verint share and one Cognyte share after market open on February 2, 2021 may be equal to, greater than or less than the trading price of one Verint share before February 1, 2021. In addition, your Verint shares sold in the “ex-distribution” market (as opposed the “regular-way market”) will reflect an ownership interest solely in Verint and will not include the right to receive any of our shares in the spin-off, but may not yet accurately reflect the value of such Verint shares excluding the Cognyte Business.

What is the expected date of completion of the spin-off?

It is expected that the Cognyte shares that eligible holders of Verint shares are entitled to receive in the spin-off will begin trading separately from Verint shares on February 2, 2021. However, the completion and timing of the spin-off are dependent upon a number of conditions and no assurance can be provided as to the timing of the spin-off or that all conditions to the spin-off will be met.

What are the conditions to the spin-off?

We expect that the spin-off will be effective on February 1, 2021, provided that the following conditions have been satisfied or waived by Verint:

the consummation in all material respects of the Internal Transactions;

all corporate and other action necessary in order to execute, deliver and perform the Separation and Distribution Agreement and to consummate the transactions contemplated thereby by each of us and Verint having been obtained;

the receipt by Verint of the Israeli Tax Ruling from the ITA providing that, for Israeli income tax purposes, the distribution and certain internal transactions, which are part of the spin-off and the separation, are tax-free to Verint shareholders, Verint and Cognyte;

the receipt by Verint of (1) a private letter ruling (the “U.S. Tax Ruling”) from the United States Internal Revenue Service (“IRS”) that certain of the requirements for tax-free treatment under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), will be satisfied and that Cognyte will be treated as a domestic corporation for U.S. federal income tax purposes under Section 7874 of the Code (the U.S. Tax Ruling has been received), and (2) a written opinion of Jones Day to the effect that the distribution will qualify as tax-free to Verint and the Verint shareholders for U.S. federal income tax purposes under Section 355 of the Code;

the SEC declaring this Form 20-F effective under the Exchange Act, and no stop order suspending the effectiveness of this Form 20-F being in effect and no proceedings for that purpose being pending before or threatened by the SEC;

copies of this Form 20-F, or a notice of internet availability thereof, having been mailed to record holders of Verint shares as of the record date for the spin-off;

the actions necessary or appropriate under U.S. federal, U.S. state or other securities laws or blue sky laws (and comparable laws under foreign jurisdictions) having been taken or made;

the receipt of all necessary government approvals required to consummate the spin-off;

no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the spin-off being in effect; and

our shares having been accepted for listing on NASDAQ (subject to official notice of issuance).

What if I want to sell my Verint shares or my Cognyte shares?

You should consult with your custodian bank or broker or other financial advisors and/or your tax advisors.

What are the U.S. federal and Israeli income tax consequences to me of the spin-off?

The distribution is intended to be tax-free to Verint shareholders, Verint and Cognyte for U.S. federal and Israeli income tax purposes. Verint has received a U.S. Tax Ruling from the IRS addressing certain requirements under section 355 of the Code and expects to receive a tax opinion of counsel that the distribution of our shares will be tax-free to the Verint shareholders for U.S. federal tax purposes. Verint has received the Israeli Tax Ruling from the ITA providing that, for Israeli income tax purposes, the distribution and certain internal transactions, which are part of the spin-off and the separation, are tax-free to Verint shareholders, Verint and Cognyte. Certain other internal transactions not covered by the Israeli Tax Ruling should also not result in any tax liabilities in Israel.

Who will manage Cognyte after the spin-off?

Our current Chief Executive Officer, Elad Sharon, and current Chief Financial Officer, David Abadi, will continue to lead the company after the spin-off. For more information regarding our management team, see “Item 6. Directors, Senior Management and Employees—6.A. Directors and Senior Management—Senior Management.”

Does Cognyte intend to pay cash dividends?

The payment of a dividend in respect of each fiscal year, including the declaration, timing, and amount of any dividend to be paid by us following the spin-off, will be at the discretion of our Board of Directors (the “Cognyte Board”). Such determination will depend upon many factors, including our financial condition, earnings, corporate strategy, capital requirements of our operating subsidiaries, covenants, legal requirements and other factors deemed relevant by the Cognyte Board.

Will Cognyte incur any debt prior to or at the time of the spin-off?

We have entered into two revolving credit facilities that will provide, subject to the completion of the spin-off, for up to $100.0 million in total borrowings. We do not expect any amounts to be drawn on

What will the Cognyte relationship with Verint be following the spin-off?

We will enter into the Separation and Distribution Agreement with Verint to effect the separation and provide a framework for our relationship with Verint after the separation and distribution. We will also enter into certain other agreements with Verint, including but not limited to a Tax Matters Agreement, an Employee Matters Agreement, a limited duration Transition Services Agreement, an Intellectual Property Cross License Agreement and a Trademark Cross License Agreement and certain other agreements. These agreements will govern the separation between us and Verint of the assets, employees, liabilities and obligations (including investments, property and employee benefits and tax liabilities) of Verint and its subsidiaries that constitute the Cognyte Business and are attributable to periods prior to, at and after the separation of us from Verint, and will govern certain relationships between us and Verint after the separation and distribution. We describe these arrangements in greater detail under “Item 7. Major Shareholders and Related Party Transactions—7.B. Related Party Transactions—Agreements Between Verint and Us,” and describe some of the risks of these arrangements under “Item 3. Key Information—3.D. Risk Factors—Risks Related to the Separation from Verint and Ownership of Cognyte Shares.”

Are there risks associated with owning Cognyte shares?

Yes. Ownership of our shares is subject to both general and specific risks relating to the Cognyte Business, the industry in which we operate, our ongoing contractual relationships with Verint and our status as a separate, publicly traded company. Ownership of our shares is also subject to risks relating to the spin-off. Accordingly, you should carefully read the information set forth under “Item 3. Key Information—3.D. Risk Factors” in this Form 20-F.

Who will be the registrar and transfer agent for the Cognyte shares?

Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”) will act as our share registrar and transfer agent.

Where can I get more information?

Before the spin-off, if you have any questions relating to the business performance of Verint or us or the spin-off, you should contact Verint at: