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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

CURRENT REPORT

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-39829

COGNYTE SOFTWARE LTD.

(Translation of registrant’s name into English)

33 Maskit

Herzliya Pituach

4673333, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F

☑

Form 40-F

☐

EXPLANATORY NOTE

On August 20, 2024, Cognyte Software Ltd. (the “Company”) issued a press release related to its Annual General Meeting of Shareholders to be held on September 4, 2024 (the “Annual General Meeting”). A copy of this press release is furnished as Exhibit 99.1 hereto.

Also on August 20, 2024, the Company posted an investor presentation on its website related to the Annual General Meeting. A copy of the investor presentation is furnished as Exhibit 99.2 hereto.

The information in this Form 6-K (including in Exhibits 99.1 and 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Exhibit No.	Description

99.1	Press Release Issued on August 20, 2024.

99.2	Investor Presentation Posted on August 20, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		COGNYTE SOFTWARE LTD.
Date:	August 20, 2024

		By:	/s/ Elad Sharon
		Name:	Elad Sharon
		Title:	Chief Executive Officer

Exhibit 99.1

Cognyte Releases Investor Presentation Highlighting Business Momentum in Advance of Annual Meeting

Details Decisive Actions Taken by Board and Management to Drive Improved Results and Deliver Long-Term Shareholder Value

Explains Why the Election of Value Base Fund’s Proposed Director Candidate Tal Yaacobi Would Weaken the Cognyte Board

Encourages Shareholders to Vote “FOR” Cognyte’s Independent Chairman Earl Shanks, “FOR” Chief Executive Officer Elad Sharon, “AGAINST” Tal Yaacobi, and “FOR” the Proposal to Approve the Amendments to Cognyte’s CEO Compensation Plan

HERZLIYA, Israel, August 20, 2024 – Cognyte Software Ltd. (NASDAQ: CGNT) (the “Company” or “Cognyte”), a global leader in investigative analytics software, today released a presentation to shareholders explaining why shareholders should vote to elect two of Cognyte’s key leaders – Chairman Earl Shanks and CEO Elad Sharon – to the Board of Directors (the “Board”) and support the CEO’s compensation plan by voting ahead of Cognyte’s Annual Meeting of Shareholders to be held on September 4, 2024.

The presentation is available at: https://www.cognyte.com/wp-content/uploads/2024/08/Cognyte_Presentation_to_Shareholders_August_2024.pdf The presentation and other important information relating to the Annual Meeting can also be found at https://www.cognyte.com/investors/.

In the presentation, Cognyte highlights its business momentum, recent strategic initiatives, improved financial performance, refreshed Board composition, performance-based compensation structure, and commitment to ongoing enhancement of corporate governance and financial disclosure. The Company also provides information and analysis that demonstrates that electing Tal Yaacobi, a director candidate nominated by Value Base Fund, would weaken the Board. Finally, the Company demonstrates that the compensation plan aligns the Company’s pay with performance and is in-line with compensation at peer companies.

To help ensure Cognyte’s strong momentum and progress continues, the Board urges shareholders to support the current strategy and Board. Please vote “FOR” Earl Shanks and Elad Sharon and “AGAINST” the election of Tal Yaacobi, and “FOR” the proposal to approve the amendments to Cognyte’s CEO compensation plan.

Shareholders who have any questions or need assistance voting their shares should contact the Company’s proxy solicitor, Saratoga Proxy Consulting, at +1 (888) 368-0379 or +1 (212) 257-1311 or by email at info@saratogaproxy.com.

Advisors

Spotlight Advisors is serving as financial advisor, Paul Hastings LLP and Meitar are serving as legal advisors, Saratoga Proxy Consulting, LLC is serving as proxy advisor and FNK IR is serving as communications advisor to Cognyte Software.

About Cognyte Software Ltd.

Cognyte Software Ltd. is a global leader in investigative analytics software that empowers a variety of government and other organizations with Actionable Intelligence for a Safer World™. Our open interface software is designed to help customers accelerate and improve the effectiveness of investigations and decision-making. Hundreds of customers rely on our solutions to accelerate and conduct investigations and derive insights, with which they identify, neutralize, and tackle threats to national security and address different forms of criminal and terror activities. Learn more at www.cognyte.com.

Cautionary Statement Regarding Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” “views,” and similar expressions.

Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the impact and contributions of the slate of director nominees Cognyte has nominated, the projected growth of Cognyte’s business, and Cognyte’s ability to achieve its financial and business plans, goals and objectives and drive shareholder value, including with respect to its ability to successfully implement its strategy, and other risk factors discussed from time to time in Cognyte’s filings with the SEC, including those factors discussed under the caption “Risk Factors” in its most recent annual report on Form 20-F, filed with the Securities and Exchange Commission (“SEC”) on April 9, 2024, as amended on April 19, 2024 and in subsequent reports filed with or furnished to the SEC. Cognyte assumes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today’s date.

Investor Relations Contact:

Rob Fink

FNK IR on behalf of Cognyte Software

cgnt@fnkir.com

Exhibit 99.2

Confidential and proprietary information of Cognyte. 11 August 2024 GLOBAL LEADER IN INVESTIGATIVE ANALYTICS

Confidential and proprietary information of Cognyte. 2 DISCLAIMERS Forward Looking Statements This presentation contains "forward-looking statements," including statements regarding expectations, predictions, views, opportunities, plans, strategies, beliefs, and statements of similar effect relating to Cognyte Software Ltd. (the “Company,” “we” and “us”). These forward-looking statements are not guarantees of future performance and they are based on management's expectations that involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause our actual results to differ materially from those expressed in or implied by the forward-looking statements. The forward-looking statements contained in this presentation are made as of the date of this presentation and, except as required by law, Cognyte assumes no obligation to update or revise them, or to provide reasons why actual results may differ. For a more detailed discussion of how these and other risks, uncertainties, and assumptions could cause Cognyte’s actual results to differ materially from those indicated in its forward-looking statements, see Cognyte’s filings with the Securities and Exchange Commission. Non-GAAP Financial Measures This presentation includes financial measures which are not prepared in accordance with generally accepted accounting principles (“GAAP”), including certain constant currency measures. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the appendices to this presentation as well as the GAAP to non- GAAP reconciliation found under the Investor Relations tab on Cognyte’s website Cognyte.com. Disclaimer Cognyte has neither sought nor obtained the consent from any third party to use any statements or information contained in this presentation that have been obtained or derived from statements made or published by such third parties. Any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein.

3 TABLE OF CONTENTS SECTION TITLE PAGE I Executive Summary 4 II Cognyte Is Executing a Strategy to Deliver Long-Term Value 12 III Cognyte’s Strategy Is Driving Sustainable, Profitable Growth 21 IV Cognyte Has the Right Board to Oversee Its Strategy 31 V Our Compensation Program Is Aligned with Our Strategy and Performance 38 VI Value Base’s Campaign Is Misguided 41 VII Conclusion 48 VIII Appendices 51

Confidential and proprietary information of Cognyte. 44 SECTION ONE EXECUTIVE SUMMARY

5 EXECUTIVE SUMMARY Cognyte Is Executing a Strategy to Deliver Long-Term Value  Cognyte is a global leader in investigative analytics software that empowers a variety of government and other organizations with actionable intelligence; the Company was spun out of Verint Systems in 2021  After the spin-off, Cognyte was adversely impacted by global component shortages, geopolitical disruptions, re-prioritization of spending by governments on COVID and challenging macroeconomic conditions that led to constrained customer budgets and reduced revenue  Our leadership team acted quickly to adjust the Company’s cost structure, improve pipeline conversions, sell non-core assets and take other actions to enhance focus, restore growth and drive profitability Cognyte’s Strategy Is Driving Sustainable, Profitable Growth  These actions have returned Cognyte to growth, delivering sustained and expanding profitability  Cognyte has generated three consecutive quarters of year-over-year revenue and Adjusted EBITDA growth while expanding gross margins  Analysts and investors are recognizing our improvement; we have delivered a total shareholder return of 44% over the last 12 months1  We are expecting continued growth in FYE 2025 and recently raised guidance for the year, reflecting increased confidence in our business Cognyte Has the Right Board to Oversee Its Strategy  The Board has refreshed its composition and leadership, adding four new directors, with four directors retiring or resigning, and appointing Earl Shanks as Chair of the Board, to ensure we have the right mix of skills and experience in place  The Board formed a Strategy Committee to support its oversight of strategic projects and initiatives, including resource allocation and performance management  The Board and leadership team also expanded our shareholder outreach program to improve corporate transparency and gather feedback  Based on the feedback we received, the Board enhanced the Company’s governance and compensation disclosures to provide additional insight into the Board’s responsibilities and practices and our executive compensation philosophy and design Value Base’s Campaign Is Misguided  Despite the Company’s progress, one of our shareholders, Value Base Fund, is seeking to replace either Cognyte’s Chair or its CEO  Value Base’s motives are unclear; it has offered no meaningful suggestions for improving our strategy, operations or governance  Value Base’s nominee, Tal Yaacobi, has no experience in software, defense, intelligence or any other relevant industry; he offers no functional skills or expertise that the incumbent directors do not already possess  The replacement of either our Chair or CEO with Mr. Yaacobi will unquestionably weaken the Board and disrupt our progress 1. Source: FactSet. Data as of August 16, 2024.

6 OVERVIEW OF COGNYTE SOFTWARE LTD. (NASDAQ: CGNT) $168 $146 FYE 2024 REVENUE BY TYPE ($M) Recurring Revenue Nonrecurring Revenue $314M 53% Recurring SUMMARY DATA Market Value ($M) $526.7 Enterprise Value ($M) $464.6 FYE 2024 GAAP Revenue $313.4 EV/FYE 2024 GAAP Revenue 1.48x FYE 2024 GAAP Gross Profit ($M) $215.4 FYE 2024 GAAP Gross Margin 68.7% FYE 2024 Adjusted EBITDA ($M) $9.0 Customers ~400 Employees 1,600+  Cognyte is a global leader in investigative analytics software, providing actionable intelligence for a safer world  Hundreds of governments and other organizations rely on our solutions to accelerate and conduct investigations and derive insights with which they identify, neutralize and address threats  With over three decades of investigative analytics market leadership, we have deep relationships with our customers; we are a partner-of-choice for customers in more than 100 countries, who trust us to help them solve some of their most complex and pressing security challenges  As technology evolves, data proliferates, and security threats become more numerous and more sophisticated, our open interface software, which can adapt and extend rapidly, is increasingly attractive to our target customers Source: FactSet and Company filings. Market data as of August 16, 2024. All other data as of January 31, 2024. 1. Remaining performance obligations (“RPO”) represent contracted revenue that has not yet been recognized, which includes contract liabilities and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. FYE 2022 data is adjusted to exclude the Company’s Situational Intelligence Solutions business, which was sold in December 2022. $288 $210 $498 FYE 2022 REMAINING PERFORMANCE OBLIGATIONS ($M)1 $583 $592 $302 $289 $281 $303 FYE 2023 <1 Year >1 Year FYE 2024 $114 $165 $35 FYE 2024 REVENUE BY CATEGORY ($M) Software Software Services Professional Services and Other

WE HAVE EVOLVED THE BUSINESS AND GOVERNANCE OVER THE LAST FEW YEARS 7 CY 2021 CY 2022 CY 2023 CY 2024 STRATEGIC, ORGANIZATIONAL AND INVESTOR COMMUNICATIONS CHANGES  Completed the spin-off from Verint and began operating as an independent public company  Substantially completed our transition from a systems integrator to a software company  Sold our Situational Intelligence Solutions business for $47.5M plus a performance-based earn-out  Implemented cost-reduction efforts  Expanded our strategic partnership programs to leverage qualified strategic partners to extend our reach  Promoted Efi Nuri to the role of Chief Revenue Officer  Promoted Amir Barel to the role of Chief Technology Officer  Appointed Gil Cohen to the role of Chief Product Officer  Continued cost-reduction efforts and reduced headcount  Strategically invested in sales and marketing to help expand our presence in North America  Began publicly providing new KPIs (quarterly recurring revenue and annual new customers)  Formed a new Board of Directors in connection with the spin-off; three of the six independent directors were new and had no prior affiliation with Verint  Held our first Annual General  Appointed Avi Cohen to the  Appointed Ron Shvili and Meeting of shareholders as Board Sarit Sagiv to the Board, with BOARD AND GOVERNANCE CHANGES an independent public company  Appointed Dafna Sharir to the Board  Dafna Gruber resigned from the Board  Appointed Earl Shanks as Chair of the Board  Dan Bodner retired from the Board  Initiated a comprehensive shareholder engagement program Zvika Naggan and Karmit Shilo retiring  Significantly enhanced proxy statement disclosures regarding compensation and governance  Formed a Strategy Committee to support oversight of strategic projects

OUR ACTIONS HAVE DRIVEN IMPROVED PERFORMANCE LEVERAGE IN THE MODEL TECHNOLOGY LEADERSHIP GROWING & WINNING CUSTOMERS +17% $50.2 $53.3 $55.7 $57.8 $58.8 Q1 FYE 2024 Q2 Q3 FYE 2024 FYE 2024 Q4 FYE 2024 Q1 FYE 2025 NON-GAAP GROSS PROFIT GROWING FASTER THAN REVENUE ($M) ($2.3) $2.3 $4.6 $4.3 $5.0 Q1 FYE 2024 Q2 FYE 2024 Q3 FYE 2024 Q4 FYE 2024 Q1 FYE 2025 ADJUSTED EBITDA INCREASING ($M) +13% $73.4 Source: Company filings. See Appendix for Non-GAAP reconciliations. 8 $77.1 $79.4 $83.7 $82.7 Q1 FYE 2024 Q2 FYE 2024 Q3 FYE 2024 Q4 FYE 2024 Q1 FYE 2025 NON-GAAP REVENUE GROWTH ($M)

OUR SHAREHOLDER RETURNS HAVE IMPROVED 15% (12%) 17% Cognyte Proxy Peers Nasdaq Composite Index YTD TOTAL SHAREHOLDER RETURN 44% (6%) 31% Cognyte Proxy Peers Nasdaq Composite Index 1-YEAR TOTAL SHAREHOLDER RETURN 44% (22%) 35% Cognyte Proxy Peers Nasdaq Composite Index 2-YEAR TOTAL SHAREHOLDER RETURN Source: FactSet. Data as of August 16, 2024. “Proxy Peers” refer to the companies disclosed in Cognyte’s Notice and Proxy Statement for the Fiscal 2025 Annual Meeting of Shareholders and include AvePoint, BigCommerce Holdings, C3.ai, Cellebrite DI, Consensus Cloud Solutions, Domo, Enfusion, Everbridge, Kaltura, MeridianLink, Rapid7, Rimini Street, Riskified, SecureWorks, SimilarWeb, WalkMe and Zuora. Peer data refers to median. 9

VALUE BASE’S NOMINEE WILL NOT ADD VALUE TAL YAACOBI CEO and Managing Partner, Value Base Fund Limited Partnership  No experience in software, defense, intelligence or any other relevant industry  Has not provided any concrete suggestions for improving our strategy, operations, organization, governance or disclosures  Offers no functional skills or expertise that the incumbent directors do not already possess  No evidence to suggest he can help support our global expansion efforts  Does not fit the profile that the Board and, in our view, other shareholders, are looking for in our next director (i.e., a U.S.- based candidate with defense experience)  The Board has meaningfully refreshed itself since the spin-off, with four Israel-based directors joining and four directors retiring or resigning; to achieve our global ambitions, adding another new Israel-based director at this time would reduce our flexibility to expand and add U.S. (or other global) experience  His election would result in the removal of either the Company’s Chair or CEO, threatening our recent progress, customer relationships and global ambitions 10

SHAREHOLDERS SHOULD SUPPORT COGNYTE’S BOARD WE HAVE TAKEN ACTION TO DRIVE SUSTAINABLE, PROFITABLE GROWTH 10 OUR BOARD IS BEST POSITIONED TO CONTINUE EXECUTING OUR STRATEGY  As a result of the pandemic, our business faced significant disruption; geopolitical and macroeconomic developments negatively impacting pipeline conversion and customer budgets, while supply chain issues relating to third-party hardware providers delayed the integration of our software, and thus revenue recognition  We took action to address those challenges, augmenting and refocusing our internal team to shorten the sales cycle, continuing our shift away from systems integration and hardware sales and collaborating with our customers to accelerate the deployment schedule  We also reduced expenses significantly to right-size our cost structure (without creating longer-term issues) and preserve margins  These actions have worked; we have delivered three consecutive quarters of year over year revenue growth and margin expansion, strengthened our balance sheet and increased cash flow  Shareholder returns have also improved, and we have outperformed our peers and the broader market over the last year  The Board is comprised of seven engaged, diverse and dynamic leaders, whose skillsets are closely aligned with the key drivers of our business  The Board has engaged regularly with shareholders and, based on the feedback received, refined and advanced the Company’s strategy and improved transparency and disclosures  The Board has also refreshed its composition and leadership: since the spin-off in 2021, the Board has appointed four new directors, deliberately augmenting the Board with critical new skills, and a new Chair, with four directors retiring or resigning  The Board has the skills, expertise and institutional knowledge to continue to oversee our efforts to strengthen and reposition the business; we are committed to adding a U.S.-based director in the near future  The election of Value Base’s nominee would remove a critical leader – either our Chair or our CEO – from the Board at a vital time and is not in shareholders’ interest

Confidential and proprietary information of Cognyte. 1212 COGNYTE IS EXECUTING A STRATEGY TO DELIVER LONG-TERM VALUE SECTION TWO

COGNYTE IS MAKING THE WORLD SAFER By empowering organizations with our unparalleled investigative analytics technology to identify threats, provide insights, and accelerate investigations and decision making LAW ENFORCEMENT 13 NATIONAL INTELLIGENCE NATIONAL SECURITY Customers ~400

GLOBAL INVESTIGATIVE ANALYTICS LEADER 1,600+ Employees 13 Global offices 30 ~400 Years of Customers experience 3 years as an independent publicly traded company *Regional Revenue % AMERICAS ~17% EMEA ~55% APAC ~28% 100+ Countries All figures on this page are for the year ended January 31, 2024 14

A PLATFORM WITH GROWTH OPPORTUNITIES: VOLUME USE CASE FUNCTIONALITY 15

UNIQUELY DESIGNED FOR OUR CUSTOMERS' DATA & MISSION Uncover bad actors hiding their digital footprints 15 + Our AI-powered algorithms analyze numerous large and complex data sets to connect bits and pieces of information and deliver insights to investigators + Generate previously unknown insights without needing to define the questions and queries ahead of time Time sensitive and mission critical + When every second counts, deliver powerful and accurate results beyond the abilities of human investigators or legacy technologies Powerful data discovery capabilities

HIGHER COMPLEXITY INVESTIGATIVE ANALYTICS IS MORE CRUCIAL THAN EVER EXPONENTIAL DATA GROWTH IN VOLUMES AND DIVERSITY TECHNOLOGY DISRUPTION EVER - INCREASING THREATS 15

18 ~300 Registered patents 6 centGlobersal R&D RESEARCH HUB Leading industry researchers ~800 R&D experts PREMIUM BIG DATA FUSION & ANALYTICS PLATFORM DELIVERING NEAR REAL-TIME INSIGHTS CUTTING EDGE TECHNOLOGY Strong competitive advantage and robust infrastructure for future innovation STATE OF THE ART ARCHITECTURE Flexible deployment & open interface Cloud & on-prem NO CODE DATA FUSION Empowering customer independence PLUGGABLE MACHINE LEARNING Enhances value to customers INVESTIGATIONS AT SCALE Nation-wide investigation All figures on this page are for the year ended January 31, 2024

19 AI – ACCELERATE INVESTIGATIONS’ SPEED, ACCURACY AND SUCCESS RATE Leveraging the synergy of our AI research hub and deep domain expertise FASTER AND MORE EFFICIENT Automated processes improve decision making in real time UNCOVERING MORE HIDDEN INSIGHTS Uncovering connections and relations between entities, events or objects based on any data using various AI technologies EFFECTIVE PREDICTION Mitigate threats before they unfold. Enhance the application of investigator-like approach to data at scale MORE USE CASES Potential expansion from security into new civil market segments

20 WELL POSITIONED FOR FUTURE GROWTH

21 COGNYTE’S STRATEGY IS DRIVING SUSTAINABLE, PROFITABLE GROWTH SECTION THREE

Our Business Was Facing Challenges and We Took Action Challenge Goal Actions Taken Outcome We were experiencing longer sales cycles across all geographies as customers faced reduced funding and budget constraints Maximize pipeline sales by focusing on highest potential opportunities Appointed a new CRO to improve execution Reallocated internal resources based on opportunities Returned to growth; short- term remaining performance obligations reached a record of $312 million in Q1 FYE 2025 Revenue had declined due to backlog conversion challenges, supply chain issues and other challenges, and our cost structure was misaligned with the needs of our business Reduce expenses to stabilize and improve margins Reduced headcount across the company to right-size our cost structure Reduced operating expenses by 26% from Q1 FYE 2023 to Q1 FYE 20251 while returning to growth External factors, like supply chain issues that impacted customer readiness and a macroeconomic slowdown, were resulting in backlog conversion delays Gain better visibility into our backlog conversion opportunities, deploy resources toward highest potential opportunities and build inventories Collaborated with customers and third-party resources to accelerate more predictable backlog deployments Delivered three consecutive quarters of year-over-year revenue growth through Q1 FYE 2025 with improved margins Non-core businesses required attention and resources and were not strategically aligned with Cognyte’s most compelling opportunities in investigative analytics Enhance the focus of the business by moving away from a business focused on physical security implementations Sold the Situational Intelligence Solutions business for $47.5 million in cash plus a performance-based earn- out of up to $35 million over three years Increased our focus on fewer use cases to accelerate growth and improve margins 1. Q1 FYE 2025 figure includes SIS expenses eliminated due to divestiture. 22

WE REDUCED COSTS TO STABILIZE MARGINS WHILE RETURNING TO GROWTH -29% -22% -19% 2,002 1,652 1,613 FYE 2022 FYE 2023 FYE 2024 FULL-TIME EQUIVALENT EMPLOYEES Service & Support Sales & Marketing Research & Development Product Delivery Management and G&A $43 Source: Company filings. 23 $39 $37 $35 $29 $31 $33 $33 $34 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 FYE FYE FYE FYE FYE FYE FYE FYE FYE 2023 2023 2023 2023 2024 2024 2024 2024 2025 QUARTERLY SG&A EXPENSES ($M) $38 $39 $33 $31 $28 $27 $25 $27 $27 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 FYE FYE FYE FYE FYE FYE FYE FYE FYE 2023 2023 2023 2023 2024 2024 2024 2024 2025 QUARTERLY R&D EXPENSES ($M)

WE SOLD A NON-CORE ASSET TO SHARPEN OUR FOCUS  On October 19, 2022, Cognyte announced the sale of its non-core physical security business Situational Intelligence Solutions (SIS)  The consideration paid for SIS included $47.5 million in cash plus a performance-based earn-out of up to $35 million over three years  This divestiture was aligned with Cognyte’s strategy to sharpen its focus on fewer use cases to accelerate growth and improve margins Source: Company filings. 23

WE STRENGTHENED OUR CASH POSITION $107 Source: Company filings. 23 $83 $74 $77 $73 $56 $11 $35 Q1 FYE 2025 Q4 FYE 2024 Q3 FYE 2024 Q2 FYE 2024 Q2 Q3 Q4 Q1 FYE 2023 FYE 2023 FYE 2023 FYE 2024 NET CASH AT QUARTER-END ($M) No debt as of April 30, 2024 $21 $10 ($0) $6 $19 $9 ($19) ($19) Q1 FYE 2025 Q3 Q4 FYE 2024 FYE 2024 Q2 FYE 2024 Q1 FYE 2024 Q2 Q3 Q4 FYE 2023 FYE 2023 FYE 2023 NET CASH FROM OPERATING ACTIVITIES ($M)

26 OUR RECENT FINANCIAL RESULTS DEMONSTRATE OUR PROGRESS Source: Company filings. See Appendix for Non-GAAP reconciliations. Note: Q3 2023 and Q4 2023 data is adjusted to exclude the Company’s Situational Intelligence Solutions business, which was sold in December 2022. 61% 65% 68% 70% 69% 71% Q1 NON-GAAP GROSS MARGIN Q3 Q4 Prior Year Period Current Period $62 $71 $73 $79 $84 $83 Q1 NON-GAAP REVENUE ($M) Q3 Q4 Prior Year Period Current Period ($4.8) ($2.3) $4.6 $4.3 $5.0 Q1 ADJUSTED EBITDA ($M) ($18.3) Q3 Q4 Prior Year Period Current Period $38 $46 $50 $56 $58 $59 Q1 NON-GAAP GROSS PROFIT ($M) Q3 Q4 Prior Year Period Current Period

27 ANALYSTS HAVE RECOGNIZED OUR PROGRESS “[P]ipelines continue to show improvement, and conversion rates continue to trend in the right direction.” June 18, 2024 “Overall, we have a positive view on Cognyte’s margin improvement story… [T]he outlook is improving and the company’s core technology is strong.” June 18, 2024 “[T]he company has continued to slowly see traction pick up while seeing an incrementally healthier market for its intelligent analytics solutions… [T]his was a step in the right direction…” $9.17 $8.83 $7.50 $7.25 $7.25 $4.50 $3.00 January April July October January April July June 20, 2024 2023 2023 2023 2023 2024 2024 2024 MEAN ANALYST PRICE TARGET +206% Source: FactSet. Analyst price targets reflect mean price targets as of the end of the Company’s fiscal quarters. Permission to use analyst quotes neither sought nor obtained.

OUR RETURNS HAVE GENERALLY BEEN COMPETITIVE WITH THOSE OF OUR PROXY PEERS Despite a challenging environment following the spin-off, our returns have been in-line with those of our peers, and we have outperformed recently after taking action to reposition the Company 15% 56% 44% 44% (73%) (75%) (12%) (6%) (6%) (22%) (62%) (57%) YTD During Earl Shanks' Tenure as Chair 3-Year Since Spin-off TOTAL SHAREHOLDER RETURN 1-Year 2-Year Cognyte Proxy Peers Source: FactSet. Data as of August 16, 2024. “Proxy Peers” refer to the companies disclosed in Cognyte’s Notice and Proxy Statement for the Fiscal 2025 Annual Meeting of Shareholders and include AvePoint, BigCommerce Holdings, C3.ai, Cellebrite DI, Consensus Cloud Solutions, Domo, Enfusion, Everbridge, Kaltura, MeridianLink, Rapid7, Rimini Street, Riskified, SecureWorks, SimilarWeb, WalkMe and Zuora. Peer data refers to median. 28

OUR ACTIONS HAVE SUPPORTED IMPROVED PERFORMANCE AND MULTIPLE EXPANSION (22%) (60%) (40%) (20%) 0% 20% 40% 60% 80% (80%) Aug. 2022 Feb. 2023 Aug. 2023 Feb. 2024 Aug. 2024 2-YEAR TOTAL SHAREHOLDER RETURN Cognyte Proxy Peers 44% 0.0x Source: FactSet. Data as of August 16, 2024. “Proxy Peers” refer to the companies disclosed in Cognyte’s Notice and Proxy Statement for the Fiscal 2025 Annual Meeting of Shareholders and include AvePoint, BigCommerce Holdings, C3.ai, Cellebrite DI, Consensus Cloud Solutions, Domo, Enfusion, Everbridge, Kaltura, MeridianLink, Rapid7, Rimini Street, Riskified, SecureWorks, SimilarWeb, WalkMe and Zuora. Peer data refers to median. 28 0.2x 0.4x 1.0x 1.2x 1.4x 1.6x 1.8x Aug. 2022 Feb. 2023 Aug. 2023 Feb. 2024 Aug. 2024 EV/NTM REVENUE MULTIPLE OVER THE LAST TWO YEARS +50% 0.8x 0.9x 0.6x 1.3x

30 WE EXPECT OUR MOMENTUM TO CONTINUE We are expecting further revenue and Adjusted EBITDA growth as we continue to realize the benefits of the actions we have taken to strengthen and reposition the business Source: Company filings. FYE 2025E figures represent Non-GAAP Revenue and Adjusted EBITDA at the midpoint of the expected range. Note: FYE 2023 data is adjusted to exclude the Company’s Situational Intelligence Solutions business, which was sold in December 2022. $283 $314 $344 FYE 2023 FYE 2024 FYE 2025E NON-GAAP REVENUE ($M) ($56) $9 $22 FYE 2023 FYE 2024 FYE 2025E ADJUSTED EBITDA ($M) (19.8%) 2.9% 6.4% FYE 2023 FYE 2024 FYE 2025E ADJUSTED EBITDA MARGIN

Confidential and proprietary information of Cognyte. 3131 COGNYTE HAS THE RIGHT BOARD TO OVERSEE ITS STRATEGY SECTION FOUR

WE HAVE REFRESHED THE BOARD SINCE THE SPIN-OFF 4 JOINED Dafna Sharir March 2022 CY 2021 CY 2022 CY 2023 CY 2024 Dafna Gruber Dan Bodner Zvika Naggan 4 February 2022 September 2023 Karmit Shilo May 2024 LEFT DIRECTORS LEAVING Sarit Sagiv Ron Shvili May 2024 DIRECTORS JOINING Dan Bodner Richard Nottenburg Elad Sharon Zvika Naggan Karmit Shilo Earl Shanks Dafna Gruber February 2021 Upon our IPO as an independent public company in 2021, Cognyte formed a new Board of Directors consisting of seven highly qualified directors The newly formed Board continued to refresh its composition, undertaking an extensive process of identifying, vetting and evaluating director candidates, and effecting a Board leadership transition in 2023 The Board continued its proactive refreshment in 2024, adding two independent directors to replace two retiring directors Avi Cohen June 2023 Earl Shanks appointed as Chair upon Mr. Bodner’s retirement September 2023 33

THE BOARD IS SIGNIFICANTLY DIFFERENT THAN IN FEBRUARY 2021 FEBRUARY 2021 TODAY Richard Nottenburg Dan Bodner Chair Dafna Gruber Elad Sharon CEO Zvika Naggan Karmit Shilo Earl Shanks Our Board has been reconstituted and actively refreshed to best position our Company for success through rapidly evolving industry dynamics Earl Shanks New Chair Richard Nottenburg Elad Sharon CEO Ron Shvili New Director Dafna Sharir New Director Avi Cohen New Director Sarit Sagiv New Director 33

OUR BOARD IS HIGHLY EXPERIENCED Earl Shanks Chair Elad Sharon CEO Richard Nottenburg Independent Director Dafna Sharir Independent Director Former CFO of Essendent, Convergys and NCR Corporation Director at Gaming and Leisure Properties Former Director at Verint Former Treasurer of Farley Industries CEO of Cognyte Former President of Verint Cyber Intelligence Solutions Previously served as COO, SVP of Strategic Programs and SVP of Products, R&D and Delivery at Verint Cyber Intelligence Solutions Former CEO of Sonus Networks Executive Chair of NxBeam and director of Applied Digital and Sequans Communications Former EVP, CTO and CSO at Motorola Experienced public company director with previous service at eight other companies Independent Consultant with M&A expertise Director at Ormat Technologies and Gilat Satellite Networks Former Director of M&A at Amdocs Former SVP of Investments at AMPAL- American Israel Corporation Former Tax Associate at Cravath Avi Cohen Independent Director Sarit Sagiv Independent Director Ron Shvili Independent Director Executive Chair of ZOOZ Power and director at NOVA; former Executive Chair of Xjet Former CEO of Mx1, RR Media and Orbit Technologies Former Group VP & Executive Committee Member at KLA Corporation Former COO of ECI Telecom Founder, Former President and CEO of Allegro Intelligent Systems Former CFO of NICE, Retalix (acquired by NCR), Orad Hi-Tec Systems and Cimatron Director of OPC Energy and NOVA Former GM, Global Business at Amdocs Investment Committee Member of Phoenix Insurance Former Deputy CEO, Executive VP and Head of Technology, IT and Innovating Division at Phoenix Holdings Former CTO of Cellcom Retired Colonel from the IDF, specialized in advanced communications, cybersecurity and AI for the Ministry of Defense Director at Seenity and nSure and board observer at Honeycomb Insurance Former director at LightCyber 33

OUR BOARD HAS THE RIGHT SKILLS TO OVERSEE OUR STRATEGY Our directors bring a balanced mix of skills, backgrounds and perspectives to oversee our strategic execution Earl Shanks Elad Sharon Richard Nottenburg Dafna Sharir Avi Cohen Sarit Sagiv Ron Shvili CEO / Senior Leadership       6 of 7 Directors Public Board Experience       6 of 7 Directors Accounting & Financial Reporting       6 of 7 Directors Software Business       6 of 7 Directors International Business       6 of 7 Directors M&A / Capital Markets       6 of 7 Directors InfoTech / Cybersecurity / IT     4 of 7 Directors Security Analytics Domain Expertise    3 of 7 Directors Executive Compensation       6 of 7 Directors Risk Oversight & Management       6 of 7 Directors 33

OUR GOVERNANCE SUPPORTS EFFECTIVE OVERSIGHT DIVERSE, EXPERIENCED AND INDEPENDENT BOARD ACCOUNTABILITY TO SHAREHOLDERS ALIGNMENT WITH SHAREHOLDERS Directors have deep executive-level experience in software, technology, security analytics, capital markets, international business, accounting and financial reporting Independent Chair and fully independent Board committees enhance the Board’s oversight Two of seven directors are women, and six of seven directors are independent Balanced mix of tenures facilitates constructive dialogue in the boardroom The Board and leadership team engage regularly in active dialogue with shareholders, gathering feedback to inform the Company’s strategy, governance and other topics In response to shareholder feedback, the Company has begun disclosing new KPIs to provide a more comprehensive, transparent view of performance Majority voting standard in uncontested director elections leads to more responsive and attentive directors Material stock ownership by current directors and executive officers promotes alignment Anti-hedging policy for all employees and directors Compensation program has been updated to increase the weighting of performance-based awards that vest upon the achievement of rigorous strategic and financial goals We are continuing to thoughtfully evolve our governance framework as our business matures 33

37 WE HAVE ENHANCED OUR DISCLOSURES CATEGORY DISCLOSURE ENHANCEMENT KEY PERFORMANCE INDICATORS Quarterly recurring revenue Quarterly short- and long-term remaining performance obligations Annual new customers BOARD COMPOSITION, SKILLS AND GOVERNANCE Director skills and diversity matrix Annual General Meeting results1 Board and committee duties and responsibilities Board committee composition, roles and responsibilities Description of the Company’s off-season shareholder engagement process Description of the Board’s process for identifying and evaluating director candidates and evaluating its own competencies and needs Rules and guidelines for submitting shareholder proposals and proposing directors for election EXECUTIVE COMPENSATION AND OWNERSHIP The Board’s compensation philosophy and objectives and the process used to design the compensation program Detailed description of executive compensation plan design, including short- and long-term incentive metrics and weightings The Company’s peer group and the criteria used to develop that peer group Director and officer security ownership 1. The Company has committed to publicly disclosing the meeting results for the Annual General Meeting to be held on September 4, 2024. We are committed to evolving our disclosures to provide current and prospective shareholders with greater transparency and expect to continue to augment our disclosures over time

Confidential and proprietary information of Cognyte. 3838 OUR COMPENSATION PROGRAM IS ALIGNED WITH OUR STRATEGY AND PERFORMANCE SECTION FIVE

39 OUR COMPENSATION PROGRAM DESIGN SUPPORTS OUR STRATEGY Mix (% of Total)1 Intent Key Performance Dimensions Fixed Base Salary 19%  Provide a fixed component of compensation that attracts and retains talented executives, and supports stable income  Ensure salary is competitive with the market  Based on individual skill set and performance Variable Cash Incentive Bonus 14%  Reward superior performance of financial and, to a lesser extent, qualitative goals  Support fixed compensation in attracting and retaining talented executives  Bookings (30% weight)  Non-GAAP Revenue (25% weight)  Collection (25% weight)  Personal goals (20%) Long-Term Incentive Compensation Performance- Based Restricted Share Units (PSUs) 34%  Align executives’ interests with our shareholders’ interests  Reward superior long-term financial and operational performance  Two-year Non-GAAP Revenue, Adjusted EBITDA and Collection (each weighted 33.3%)  Long-term share price appreciation  Align executives’ interests with our shareholders’ interests  Incentivize long-term value creation  Retain talented executives Time-Vesting 34% Restricted Share Units (RSUs)  Long-term share price appreciation over a three-year vesting period Note: Figures do not sum to 100% due to rounding. 1. Represents mix of total compensation paid to all executive officers during FYE 2024.

40 OUR CEO’S COMPENSATION IS, AND WILL REMAIN, ALIGNED WITH PEERS Source: FactSet, company filings and Aon analysis. Market data as of August 16, 2024. Compensation data based on each company’s most recent annual report available as of May 2024. Pay figures exclude new hire and promotion grants from calculations. Target bonus awards excluded if not discernible (e.g., if discretionary). Target bonuses are assumed to be 50% of maximum if only maximum is disclosed. Note: “Proxy Peers” refer to the companies disclosed in Cognyte’s Notice and Proxy Statement for the Fiscal 2025 Annual Meeting of Shareholders and include AvePoint, BigCommerce Holdings, C3.ai, Cellebrite DI, Consensus Cloud Solutions, Domo, Enfusion, Everbridge, Kaltura, MeridianLink, Rapid7, Rimini Street, Riskified, SecureWorks, SimilarWeb, WalkMe and Zuora. …AND THE FACT THAT THE COMPANY HAS OUTPERFORMED PEERS OVER RECENT PERIODS … DESPITE THE FACT THAT COGNYTE IS AT OR ABOVE THE PEER MEDIAN BY REVENUE AND EMPLOYEE COUNT… EVEN UNDER THE PROPOSED AMENDED PLAN, CEO PAY WILL REMAIN BELOW THE MEDIAN… 38% 53% 76% Market Cap LTM Revenue Employees COGNYTE PERCENTILE RANKING VS. PROXY PEERS 10% 23% 33% 24% 39% 51% Base Salary Annual Incentive Target Long-Term Incentive COGNYTE CEO PERCENTILE RANKING VS. PEERS Current Plan Proposed Amended Plan Total Cash Compensation Target Current Plan: 11% Proposed Amended Plan: 32% 75% 81% YTD 1-Year 2-Year COGNYTE TSR PERCENTILE RANKING VS. PEERS 88%

Confidential and proprietary information of Cognyte. 4141 VALUE BASE’S CAMPAIGN IS MISGUIDED SECTION SIX

VALUE BASE HAS NO IDEAS FOR IMPROVING OUR BUSINESS 42 Strategy Capital Allocation Operations Board & Governance NOTHING NOTHING NOTHING Replace the Chair or CEO with a new director who has no experience in our industry or with our customers or technology PRINCIPAL IDEAS OFFERED BY VALUE BASE:

WE HAVE ENGAGED WITH VALUE BASE IN GOOD FAITH 42 The Board remains committed to commencing a process to identify and appoint a new independent director with significant experience in the United States  Cognyte has been engaging with Value Base for several months to better understand its concerns and perspectives  As recently as last week, Cognyte spoke with Value Base and held conversations on multiple occasions in an effort to resolve the election contest to minimize disruption and expense During the meeting, Cognyte expressed its view that it would be good to avoid a public campaign and the disruption attendant to it Cognyte proposed a constructive resolution that we believe should have been acceptable to Value Base  However, Value Base rejected this compromise proposal and continues to insist that Cognyte appoint Mr. Yaacobi to the Board Value Base has indicated that no other resolution would be acceptable

VALUE BASE’S CAMPAIGN RISKS DISPLACING KEY LEADERSHIP EARL SHANKS Chair of the Board Experienced CFO and public company director with expertise in financial planning, corporate governance, restructuring and complex M&A in software and technology sectors  Mr. Shanks is an accomplished executive with over 35 years of experience leading and transforming global technology businesses with disciplined financial planning and oversight  He brings differentiated leadership skills with robust expertise in corporate strategic development, M&A, global treasury, procurement logistics and information technology  Mr. Shanks has served on the Cognyte Board since 2021, overseeing the successful spin-off, and as Chair of the Board since 2023 As Chair, he has ensured a smooth Board leadership transition and continuity in strategic planning and operations during a highly dynamic customer environment Previously, he served as a director of Verint Systems from 2012 to 2021, where he contributed significantly to the Company’s strategic evolution, revenue growth and margin expansion  He is the former CFO of Essendant, a leading supplier of workplace essentials, where he served from 2015 to 2017  Prior to that, he was CFO at Convergys, a global leader in relationship management solutions and a major provider of outsourced business services, and at NCR Corporation from 1996 to 2023, where he oversaw treasury, finance, real estate and tax matters  He is an experienced public company board director having served on Audit and Nominating and Governance Committees He currently serves as a director at Gaming and Leisure Properties, where he has contributed to strong annualized TSR performance since he joined in 2017  Mr. Shanks is a valued leader with the right skills and expertise to address Cognyte’s current business challenges and opportunities 42

VALUE BASE’S CAMPAIGN RISKS DISPLACING KEY LEADERSHIP (CONT’D) ELAD SHARON Chief Executive Officer Seasoned chief executive with a wealth of cybersecurity innovation and operating experience 45  Mr. Sharon has served as the CEO of Cognyte since the Company’s spin-off from Verint Systems in 2021  Over nearly three decades of service at Cognyte and its legacy organization, Verint’s Cyber Intelligence Solutions, he has developed firsthand knowledge of the Company’s products and services, markets, customers, competitors, challenges and opportunities Prior to becoming CEO of Cognyte, Mr. Sharon served as President of the business unit from 2016 to 2021 Previously, he held a range of senior management positions including Chief Operating Officer, SVP of Strategic Programs and SVP of Products, R&D and Delivery He first joined the business in 1997 as a customer support engineer, forming a foundational commitment to solving customers’ challenges with differentiated tech innovation  Mr. Sharon has overseen the successful execution of numerous transformative strategic initiatives, including Cognyte’s spin-off and Verint’s acquisitions of Comverse Technology, UTX Technologies and ForeSee Results  Mr. Sharon has developed and strengthened strategic partnerships and maintains critical relationships with government entities in every corner of the world — He has a strong relationship with many of Cognyte’s ~400 customers, which he has developed over two decades, which gives him unique insights into the challenges they are facing and helps Cognyte optimize its solutions  His cybersecurity and intelligence software expertise is invaluable and critical to leading Cognyte through its current challenges and realizing its opportunities and delivering long-term value

VALUE BASE’S NOMINEE IS NOT ADDITIVE TO THE BOARD CONCERNS KEY QUESTIONS TAL YAACOBI No operating experience in software, cybersecurity, data analytics or information technology Public company board experience is limited to less than a year of service Has offered no substantive ideas for improving the Company’s business or governance Value Base previously offered to arrange or participate in a highly dilutive financing of Cognyte that Mr. Yaacobi’s partner recently admitted would not have been in the best interests of shareholders Appears more focused on localizing Cognyte’s business than continuing our efforts to enter new, attractive markets such as North America What skillsets or expertise would Mr. Yaacobi bring to the Board that Cognyte’s directors do not already possess? How would these skills contribute to future value creation? How would Mr. Yaacobi’s Israel focus serve the Company’s goal of expanding its global customer and investor base? Does Value Base still have an interest in substantially increasing its ownership of Cognyte, which may cause Mr. Yaacobi’s interests to diverge with those of other shareholders? How would Mr. Yaacobi ensure continuity of leadership in the event that his election results in the replacement of Cognyte’s Chair or CEO? 45

COGNYTE’S NOMINEES ARE SUPERIOR TO VALUE BASE’S NOMINEE Cognyte’s Nominees Value Base’s Nominee Earl Shanks Elad Sharon Tal Yaacobi Key experience necessary to effectively oversee our business Software business experience Former senior executive at Convergys and NCR Has over two decades of experience in the security software industry at Cognyte and Verint Has never worked at a software company Government services experience Extensive experience serving government entities as CFO of NCR Corp,. with deep familiarity with security and defense matters Has played a leading role in establishing Cognyte’s long-standing partnerships with government entities around the world Does not appear to have had a leadership role at any business that serves government entities Key experience necessary for effective public company board oversight Public company board experience Approximately two decades of combined experience on three different public company boards Has served on Cognyte’s Board since the spin-off from Verint in 2021 Appointed to his first public company board less than a year ago C-level executive experience Former CFO of Essendant, Convergys and NCR Corporation Has served as Cognyte’s CEO since 2021 and, before that, served as President of Verint’s Cyber Intelligence Solutions group No C-level executive experience of any kind Key experience necessary to help us pursue our growth strategy International business experience Has served as CFO of two public companies with global operations As CEO, has developed and maintained relationships with hundreds of global customers and partners Apart from two junior roles in New York ~15 years ago, has spent most of his career in Israel Strategic planning experience Has extensive experience overseeing, developing and implementing corporate strategy and overseeing M&A Has been integral to the development and execution of Cognyte’s strategy, from his time as SVP of Strategic Programs to his current role as CEO Purports to have worked with management to formulate and implement business strategies 45

Confidential and proprietary information of Cognyte. 4848 SECTION SEVEN CONCLUSION

49 COGNYTE SHAREHOLDERS SHOULD SUPPORT THE BOARD’S NOMINEES COGNYTE TOOK ACTION TO PROTECT AND RESTORE SHAREHOLDER VALUE WE ARE EXECUTING WELL AND PERFORMANCE HAS IMPROVED VALUE BASE’S CAMPAIGN IS MISGUIDED AND RISKS DISPLACING KEY LEADERSHIP  Shortly after our spin-off from Verint in 2021, our business began facing challenges as government security budgets were cut; geopolitical and macroeconomic instability and supply chain issues negatively impacted our customers  In a relatively short period of time, our Board and management team have taken decisive actions to stabilize the business and improve performance  We refocused on our highest potential opportunities, reduced expenses to realign our cost structure and worked with customers to regain visibility into our backlog  These actions helped strengthen and reposition the Company for sustainable growth 1. Source: FactSet. Data as of August 16, 2024.  Over the last year, we have returned to growth, delivering sustained and expanding profitability  We have generated three consecutive quarters of year-over-year revenue and Adjusted EBITDA growth while expanding gross margins  We eliminated our debt and improved our cash position  Our stock price has also improved and, over the last 12 months, we have outperformed our peers and the broader market1  We have engaged with Value Base and its nominee several times over the last few months, but it has failed to offer any substantive recommendations for improving our business  Value Base’s nominee does not possess any unique or additive experience  To deliver on our potential, we need directors and leaders who understand the Company and its opportunities, challenges, customers and technology; our Board, as currently comprised, reflects those attributes  The election of Value Base’s nominee would result in the loss of a key leader – either our Chair or CEO – at a critical time for the Company

PLEASE VOTE TODAY TO SUPPORT COGNYTE’S BOARD Help Cognyte Focus on Creating Value by Supporting the Company’s Board of Directors Please Vote “FOR” Earl Shanks and Elad Sharon and “AGAINST” the Election of Tal Yaacobi, and “FOR” the Proposal to Approve the Amendments to Our CEO’s Compensation Plan, Using the Instructions on Your Proxy Card For more information or assistance voting your shares, please contact: Saratoga Proxy Consulting LLC 520 8th Avenue, 14th Floor New York, NY 10018 Telephone: +1 (888) 368-0379 Email: info@saratogaproxy.com 50

Confidential and proprietary information of Cognyte. 5151 SECTION EIGHT APPENDIX Director Biographies

DIRECTOR BIOGRAPHIES DIRECTOR CURRENT & PAST AFFILIATIONS EXPERIENCE Elad Sharon Chief Executive Officer Director since 2021  Accomplished software executive with 20+ years of experience in the security software industry  As CEO, oversaw significant revenue growth and margin expansion, driven by strong innovation and a market-leading portfolio of investigative analytics solutions  Promoted to President of Verint’s Cyber Intelligence Solutions business in February 2016 prior to becoming CEO of Cognyte  Broad range of management positions at Verint since joining in 1997, including Senior Vice President of Products, R&D and Delivery, Senior Vice President of Strategic Programs and COO Earl Shanks Chair Director since 2021  Senior executive with 35+ years of experience in leading and transforming global businesses, with core competencies in corporate strategic development, M&A, global treasury, financial planning and reporting, investor relations, procurement and IT  CFO of Essendant, a leading supplier of workplace essentials (2015 – 2017)  CFO of Convergys Corporation, a global leader in relationship management solutions and a major provider of outsourced business services (2003 – 2012)  Various financial leadership roles at NCR Corporation (1996 – 2003), ultimately serving as CFO  Treasurer at Farley Industries (1983 – 1996)  Other Public Company Directorships: Gaming and Leisure Properties (2017 – Present); Verint Systems (2012 – 2021) 52

DIRECTOR BIOGRAPHIES (CONT’D) DIRECTOR CURRENT & PAST AFFILIATIONS EXPERIENCE Richard Nottenburg Director since 2021  Highly respected technology and telecommunications executive with substantial financial and business expertise, including a diversified background of managing tech companies, serving as a CEO and serving as a director of public tech companies  Executive Chair of NxBeam, an early-stage fabless semiconductor company, since 2022 and an investor in various early-stage technology companies  President and Chief Executive Officer of Sonus Networks (2008 – 2010)  Various roles of increasing responsibility at Motorola (2004 – 2008), ultimately serving as its Executive Vice President, Chief Strategy Officer and Chief Technology Officer  Other Public Company Directorships: Applied Digital Corporation (2021 – Present); Sequans Communications (2016 – Present); Verint (2011, 2013 – Present); Edgewater Wireless (2019 – 2021); Anaren (2014 – 2018); Violin Memory (2014 – 2016); PMC-Sierra (2011 – 2016); Aeroflex (2010 – 2014); Comverse Technology (2011); Sonus Networks (2008 – 2010) Dafna Sharir Director since 2022  Well-rounded experience from working in various industries with strong background in strategy development, M&A, acquisition integration and financial analysis  Independent consultant focused on M&A and business development since 2012  Advisor at Fletcher Asset Management (2008 – 2010)  Advisor at Ofer Group and Israel Corp. (2005 – 2008)  Senior Vice President, Investments of AMPAL-American Israel Corporation (2002 – 2005)  Director of Mergers and Acquisitions of Amdocs (1999 – 2002)  Associate in the tax department at Cravath, Swaine & Moore (1994 – 1996)  Other Public Company Directorships: Ormat Technologies (2018 – Present); Gilat Satellite Networks (2016 – Present); Frutarom Industries (2014 – 2018); Ormat Industries (2012 – 2015); Formula Systems (1985) Ltd. (2005 – 2007) 52

DIRECTOR BIOGRAPHIES (CONT’D) DIRECTOR CURRENT & PAST AFFILIATIONS EXPERIENCE Avi Cohen Director since 2023  40+ years of business management experience in high tech firms with a diverse executive background and wealth of C-level expertise and insight  Executive Chair of ZOOZ Power since 2021; former Executive Chair of Xjet;  Multiple CEO positions, including at MX1 (2016 – 2017), RR Media (2012 – 2016) and Orbit Technologies (2008 – 2012)  COO and Deputy to the CEO of ECI Telecom (2006 – 2008)  Served as Group VP & Executive Committee Member at KLA Corporation (1995 – 2006)  Managing Director of Octel Communications, Israel (1991 – 1994), which acquired Allegro  Founder, President and CEO of Allegro Intelligent Systems (1985 – 1991)  Other Public Company Directorships: ZOOZ Power (2021 – Present); NOVA (2008 – Present) Sarit Sagiv Director since 2024  Experienced board member and seasoned executive with substantial background in high tech global companies in operations and business roles  Investment Committee member of Phoenix Insurance since 2019  General Manager of the Global Business division at Amdocs (2016 – 2020)  CFO of NICE (2015 – 2016)  CFO of Retalix (acquired by NCR) (2012 – 2013)  Various senior financial positions, including VP Finance at Amdocs (2006 – 2010), CFO at Orad Hi-Tec Systems (2001 – 2005) and CFO at Cimatron (1996 – 1999)  Other Public Company Directorships: OPC Energy (2022 – Present); NOVA (2021 – Present) 52

DIRECTOR BIOGRAPHIES (CONT’D) DIRECTOR CURRENT & PAST AFFILIATIONS EXPERIENCE Ron Shvili Director since 2024  Extensive experience as a C-level executive in the telecommunications and financial sectors and deep knowledge gained from serving as a director, investor, advisor and mentor for promising startups in the cyber and AI, insurtech and fintech industries  Manages the Phoenix Holdings early-stage insurtech investment portfolio (since 2023)  Serves on the boards of Seenity (since 2020) and nSure (since 2023) and is a board observer at Honeycomb Insurance (since 2020)  Venture Partner at Magenta Ventures (since 2019)  Advisory board member at several start-ups (Tomorrow.io, Sweet Security, Profero, Canotera and Granulate (acquired by Intel))  Deputy CEO and Executive Vice President, Head of Technology, IT and Innovating Division at Phoenix Holdings (2020 – 2023)  Chief Technology Officer of Cellcom (2013 – 2020)  Served on the board of LightCyber (acquired by Palo Alto Networks) (2013 – 2017)  Retired Colonel from the Israeli Defense Force, where he was head of a research division in the Directorate of Defense Research and Development (DDR&D) at the Israel Ministry of Defense, specializing in the fields of advanced communications, cyber security and AI, and head of the technology center of an elite unit 52

Confidential and proprietary information of Cognyte. 5656 SECTION EIGHT APPENDIX Peer Group Overview

57 PROXY PEER GROUP OVERVIEW Source: FactSet, company filings and Aon analysis. Compensation data reflects data presented in each peer company’s most recent annual report available as of May 2024. All other data as of August 16, 2024. 1. Refers to total direct compensation at target, which includes base salary, target bonus and total long-term incentive compensation. Company Name Market Cap ($M) Enterprise Value ($M) LTM Revenue ($M) LFY CEO Target Compensation ($M)1 Employees Incorporation Primary Exchange AvePoint, Inc. $2,015 $1,799 $300 $2.81 2,543 United States NASDAQ BigCommerce Holdings, Inc. $463 $536 $324 $3.69 1,321 United States NASDAQ C3.ai, Inc. $3,092 $2,490 $311 $31.54 891 United States NYSE Cellebrite DI Ltd. $3,375 $3,208 $362 $1.96 1,008 Israel NASDAQ Consensus Cloud Solutions, Inc. $389 $997 $354 $5.54 559 United States NASDAQ Domo, Inc. $286 $381 $320 $1.34 958 United States NASDAQ Enfusion, Inc. $753 $762 $188 $3.14 1,102 United States NYSE Everbridge, Inc. - - $452 ND 1,593 United States NASDAQ Kaltura, Inc. $181 $164 $177 $5.02 580 United States NASDAQ MeridianLink, Inc. $1,622 $2,000 $308 $9.07 676 United States NYSE Rapid7 Inc $2,356 $2,934 $817 $6.08 2,228 United States NASDAQ Rimini Street, Inc. $163 $113 $429 $3.34 2,120 United States NASDAQ Riskified Ltd. $569 $401 $312 $16.66 742 Israel NYSE SecureWorks Corp. $136 $613 $357 $6.52 1,516 United States NASDAQ Similarweb Ltd. $655 $628 $232 ND 899 Israel NYSE WalkMe Ltd. $1,301 $1,022 $274 $7.41 1,000 Israel NASDAQ Zuora, Inc. $1,234 $1,164 $438 $6.78 1,618 United States NYSE Cognyte Software Ltd. $527 $465 $323 $3.26 1,600+ Israel NASDAQ 25th Percentile $363 $502 $300 $3.24 891 Median $704 $879 $320 $5.54 1,008 Average $1,162 $1,201 $350 $7.39 1,256 75th Percentile $1,720 $1,850 $362 $7.09 1,593