4.A. HISTORY AND DEVELOPMENT OF THE COMPANY General Corporate Information We are incorporated under the laws of the State of Israel as a company limited by shares. We are registered under the Israeli Companies Law as Cognyte Software Ltd., and our registration number with the Israeli Registrar of Companies is 516196425. We were formed by Verint in connection with our separation from Verint, for an unlimited duration, effective as of the date of our incorporation on May 21, 2020. We are domiciled in Israel and our registered office is currently located at 33 Maskit, Herzliya Pituach, 4673333, Israel, which also currently serves as our principal executive offices, and our telephone number is +972-3-577-4226. Our website address is www.cognyte.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in this Annual Report solely for informational purposes. Our SEC filings are available to you on the SEC’s website at http://www.sec.gov.com, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this Annual Report and is not incorporated by reference herein. General Development of Business Our business has grown significantly over the past three decades through a combination of organic growth and small acquisitions, primarily technology tuck-ins. We have also expanded our geographical footprint. As we have grown, we have expanded our solutions portfolio from an initial focus on products for lawful communications interception to a provider of investigative analytics software that helps customers generate Actionable Intelligence® from large volumes of complex data, across diverse operational domains, in order to enhance public safety and security. Principal Capital Expenditures Our capital expenditures amounted to $10.6 million, $13.2 million and $9.1 million during the fiscal years ended January 31, 2026, 2025 and 2024, respectively, primarily consisting of expenditures related to capitalized software development costs and purchases of property and equipment. The Spin-Off On December 4, 2019, Verint announced plans to separate into two independent companies: Cognyte Software Ltd., which would consist of its Cyber Intelligence Solutions business, and Verint Systems Inc., which would consist of its Customer Engagement Business. On February 1, 2021, we and Verint completed the spin-off and the related separation and distribution. As a result, we are an independent, publicly traded company and our shares are listed on Nasdaq under the ticker symbol “CGNT.” The SIS Divestiture In December 2022, as part of our ongoing strategic plan to simplify and focus the Company on fewer agendas, we sold our Situational Intelligence Solutions (SIS) business. 4.B. BUSINESS OVERVIEW 36 COGNYTE SOFTWARE LTD. Overview We are a leading software-driven technology company, focused on investigative analytics solutions that help customers generate actionable intelligence from large volumes of complex data, across diverse operational domains, in order to enhance public safety and security. Our solutions are used primarily by law enforcement, national security, national and military intelligence agencies, and other organizations to address a wide range of investigative and operational challenges. Drawing on decades of investigative analytics domain expertise, our platforms and solutions enable customers to ingest, fuse and analyze structured and unstructured data from multiple sources, uncover hidden patterns and connections, and make faster, better-informed decisions. Our offerings leverage state-of-the-art Artificial Intelligence (AI), including big data analytics and advanced machine learning, as well as generative and AI-assisted capabilities that enhance user productivity and accelerate investigative workflows, together with proven investigative methodologies, to support retrospective investigations and real-time, near real-time and predictive decision-making. Hundreds of customers rely on our solutions to accelerate investigations, improve resolution rates and better anticipate, predict and mitigate threats with greater precision. Demand Trends We believe that the following trends are driving demand for our solutions: •Data is Growing Rapidly and is Highly Fragmented. The growing volume and diversity of structured and unstructured data require not only advanced analytical tools but also innovative approaches to manage and analyze this data effectively. Organizations face challenges in consolidating data from diverse sources. As data ecosystems become increasingly complex, there is a growing need for solutions that can seamlessly aggregate, interpret and derive actionable intelligence from highly fragmented information, while maintaining security and governance. As artificial intelligence capabilities continue to evolve, organizations increasingly expect platforms that can not only aggregate and analyze data, but also uncover hidden relationships, surface high-risk signals, and strengthen operational decision-making across large and dynamic intelligence environments. In addition to improving operational efficiency, AI-driven capabilities are increasingly viewed as essential to achieving intelligence advantage and enhancing mission outcomes in complex threat landscapes. •Security Threats Are Becoming More Difficult to Detect and Mitigate. Organizations face increasingly complex investigation challenges, as threats from well-organized and well-funded adversaries continue to evolve. Bad actors are leveraging advanced technologies to avoid detection, making it more difficult to identify and mitigate threats. To stay ahead, organizations must address threats that are more sophisticated and global in scale. Advanced investigative analytics software can help organizations uncover the unknown by revealing patterns and anomalies, providing near real-time insights, and accelerating decision-making. These capabilities are increasingly important as agencies face resource constraints and shortages of experienced analysts, driving demand for AI-driven tools that can reduce time to gain insight and amplify human expertise. The shortage of skilled investigative personnel further increases demand for AI-enabled systems that can reduce cognitive load, automate routine analytical tasks, summarize complex findings, and recommend next investigative steps, while maintaining human oversight and accountability. We are witnessing an ongoing shift toward data-driven intelligence where scalable, easily integrated platforms are essential, especially in areas such as signals intelligence and open-source intelligence, where organizations must process vast and complex data sets with speed and precision. In addition, as generative and AI-assisted technologies become more broadly accessible, organizations increasingly require governed and secure AI capabilities embedded directly within investigative workflows, rather than relying on standalone or general-purpose tools. •Organizations Are Transitioning to Modern, Industry-Standard Platforms. Historically, some organizations relied on proprietary solutions supported by integrators and internal development resources. However, these solutions often struggle to keep pace with rapid technological evolution, limiting adaptability and effectiveness. Moreover, tailor-made, one-off solutions are often more expensive, less flexible, and prevent organizations from benefiting from the collective feedback and continuous improvements that industry-leading platforms incorporate. As digital transformation accelerates, organizations are increasingly shifting to modern, open interface software that adheres to industry standards and seamlessly integrates into existing environments. This shift extends to areas like lawful interception where advancements are driving the need for modernization, enabling faster resolution times, improved intelligence extraction, and greater operational efficiency. To remain effective in an evolving landscape, organizations benefit from adopting scalable platforms that support agility, efficiency and compliance with regulatory and operational requirements. This transition also reflects a growing preference for solutions that embed advanced analytics and AI capabilities within standardized architectures, enabling continuous enhancement through real-world operational feedback while maintaining governance, auditability and regulatory compliance. •Geopolitical Complexity, Advanced Analytics and AI, Are Driving Demand for Our Products. The rapidly shifting geopolitical environment, marked by heightened global tensions, emerging threats, and increasingly complex security challenges, is fueling the demand for advanced analytics solutions. Governments and other entities face the pressing need to monitor, predict and respond to dynamic scenarios with greater speed and precision. As geopolitical 37 COGNYTE SOFTWARE LTD. uncertainties intensify, organizations require advanced analytical tools to improve decision-making, and maintain security in an increasingly volatile world, including solutions that can correlate data across domains and jurisdictions. As AI technologies continue to advance, organizations also increasingly require solutions that combine advanced analytics with domain expertise, explainability, and governance controls, ensuring that AI-driven insights are reliable, defensible and aligned with operational and regulatory requirements. This trend favors purpose-built investigative platforms that integrate AI within established investigative methodologies and secure environments. Our Strategy Our strategy is centered on enabling organizations to navigate complex investigative challenges with advanced analytics while expanding our presence worldwide and deepening our relationships with existing customers. By leveraging our deep domain expertise and technology, we aim to address the growing demand for sophisticated investigative solutions that enhance security, intelligence and operational decision-making. At the same time, we continue to explore additional use cases where our capabilities can drive meaningful impact. Our strategy includes the following: •Empower Organizations with Comprehensive Analytics Solutions.With decades of experience and a global customer base, we bring excellent expertise to developing innovative investigative analytics solutions. Our platform and solutions address a wide spectrum of investigative needs, helping customers uncover critical insights from past events, while also enabling them to anticipate, predict and mitigate threats with precision. We continuously enhance our platform by introducing advanced capabilities, leveraging AI and addressing emerging threats to empower our customers with actionable intelligence. Our long-standing customer relationships and ongoing feedback from operational deployments inform our roadmap and help us prioritize enhancements that deliver measurable investigative and operational value. •Drive Adoption of Open Interface Software. Our open interface software provides flexibility, enabling customers to tailor our solutions to their priorities and scale capabilities as their needs grow. By enabling seamless integration of third-party technologies and rapid deployment of new capabilities, our open interface software helps customers maximize their value over time. This approach not only enhances customer outcomes but also fosters repeat business and expands our footprint within existing accounts. •Expand Into New Government Markets. We are expanding into new government territories and segments, leveraging our leadership in investigative analytics to address a wide range of security and intelligence challenges. Our innovative, scalable and future-ready solutions enable government organizations worldwide to adapt to evolving threats and operational needs. As part of this strategy, we are strengthening our presence in the United States, by establishing and expanding strategic partnerships with government agencies. Our efforts are already yielding results, with growing interest and initial deployments across key agencies. Our Technology The sheer volume and complexity of data today pose significant challenges for organizations, often hindering their ability to generate timely intelligence for identifying and preventing threats and conducting effective investigations. Cognyte’s technology is purpose-built to convert raw data in high volumes and diversity into insights, primarily for security organizations. Our intelligence solutions enable analysts and investigators to process and analyze vast amounts of structured and unstructured data, transforming scattered signals into actionable intelligence. We excel in processing and interpreting signals from diverse sources, transforming raw, fragmented data into a structured foundation for intelligence. Our technology enables seamless aggregation, enrichment and fusion of our customers' vast data streams, both structured and unstructured, from selected open data sources and proprietary origins, into a unified intelligence framework. By layering advanced AI-driven analytics on top of this foundation, we empower investigators and analysts to extract meaning from complexity, uncover suspicious and illicit activity, and drive faster, more informed decision-making. While purpose-built for security organizations, many of these capabilities could also be applicable in the future to other domains that rely on advanced data analysis and intelligence-driven insights. 38 COGNYTE SOFTWARE LTD. Our technology is purpose-built to convert large volumes of heterogeneous data as well as focused, mission-specific and time-sensitive datasets into actionable intelligence, primarily for security organizations. It is designed around an intelligence lifecycle that includes (1) ingesting and fusing signals and multi-source content across multiple domains; (2) enriching and modeling this data using AI and other analytical techniques; (3) applying investigative analytics to uncover patterns, anomalies and relationships; and (4) presenting insights and workflows that support real-world investigative and operational decisions. This approach enables our customers to connect previously siloed information into a more complete intelligence picture. Processing Signals Into Structured Data. We extract and interpret raw signals from multiple analog and digital feeds, transforming them from siloed data into structured datasets. This foundational step prepares data for deeper analysis. •Signal feeds may come from various sources our customers have access to, including terrestrial and non-terrestrial communication systems, and government sensors and databases. •In addition to the customer’s proprietary feeds, Cognyte’s solutions seamlessly integrate with commercial and open data sources available to our customers, facilitating comprehensive data fusion downstream. Turning Data Into Information. Using proprietary, patented algorithms and leveraging AI models, we enrich data, which is often intentionally obscure or encrypted, assigning meaning and semantics to it. Examples include: •Leveraging AI, on premises or in the cloud, to translate foreign languages into familiar ones, to identify objects and faces in images, and more. •Detecting specific communication fingerprints to reveal hidden relations and activities. Mining Information For Insights. Our advanced analytics and AI models perform multi-dimensional analysis, analyzing data across multiple variables or factors simultaneously, to answer fundamental intelligence questions related to different forms of terror and crime, and uncover patterns, anomalies, suspicious indicators and hidden relationships. Furthermore, our solutions are extensible, allowing customers to inject their own logic and models to mine insights beyond the customary analytics that Cognyte provides. These form the fabric and tissue from which the intelligence picture can be uncovered. Examples include: •Which bad actors are communicating with each other. •Which bad actors were interacting in person while in the same geographic location. •Which bad actors are engaging in illicit online discourse. •Which bad actors are affiliated with criminal or terror networks. Analyzing Insights Into Knowledge. We apply higher-order analysis by training AI models with investigative methodology and domain expertise to generate intelligence that supports real-world security operations. At this stage, refined insights evolve into comprehensive knowledge, forming a more detailed intelligence picture that provides clarity on complex and evolving security situations, empowering investigators and analysts to detect threats and make informed decisions. Examples of knowledge include: •The structure and inner workings of criminal or terror networks. •The baseline habits of suspects, where deviations from these patterns - detected as anomalies - may trigger alerts. •Machine learning models that output risk assessments. Customers may interact with Cognyte’s solutions through multiple form factors: •Programmatically, through application programming interfaces (APIs). •Visually, through a digital workspace where investigators and analysts can explore all levels of the data hierarchy to uncover new leads, prove or disprove hypotheses, and more. •Through a natural language co-pilot experience, where GenAI technology, specifically tuned to investigative and intelligence use cases as well as each customer’s data model, works on behalf of the human users to perform complex queries on the data. Beyond querying, GenAI agents can summarize and explain complex results, supporting investigators in understanding the broader context and prioritizing next investigative steps. These capabilities are embedded within structured investigative workflows. Our solutions are designed to support multiple deployment models, including on-premises installations, customer-controlled cloud environments and cloud-based offerings. Our solutions support both traditional deployments and modern cloud-native configurations, enabling scalable analytics processing while maintaining strict security, governance and audit controls. In cloud deployments, data processing is performed in accordance with contractual terms and applicable regulatory requirements, and customers retain ownership and primary control over their data. This flexible deployment model enables customers to modernize their technology stack and adopt industry-standard cloud architectures without compromising operational oversight or mission requirements. 39 COGNYTE SOFTWARE LTD. Overall, Cognyte’s solutions provide a multi-layered intelligence-oriented structure, enabling organizations to answer broad and diverse investigative questions, and uncover hidden patterns and connections. By dramatically reducing analysis time and effort, our technology empowers analysts and investigators to make timely and data-supported decisions. Cognyte’s Architectural Principles Our solutions are built on a robust, modular architecture designed to empower organizations with advanced capabilities to process, analyze and act on complex datasets. It enables continuous updates and AI advancements, ensuring customers always operate with cutting-edge capabilities. The result is a solution that provides organizations with the tools needed to conduct efficient, secure and scalable data-driven investigations and intelligence analysis while adapting to their ever-evolving priorities. Key architectural principles and components include: •Flexible Data Platform: Cognyte’s solutions are built on top of a flexible data platform that facilitates ingestion and fusion of data from many different customer data sources, including third party, dark web and open source feeds. The platform supports virtually any type of data repository by means of a Dynamic Data Modeling Studio (“DDM Studio”) coupled with extract, transform and load (“ETL”) processes, ensuring customers can continuously integrate new sources and adapt to their evolving needs. •AI-powered Data Analytics and Enrichment Platform. A unified analytical workflow encompassing a diverse and extensible toolbox equipped with statistical analysis and modeling tools for both structured and unstructured information, as well as media enrichment engines that operate on videos, image, audio and text. •Extensibility: Our built-in business logic and analytics capabilities can be extended through Pluggable Machine Learning, empowering customers’ data scientists to develop, extend or integrate machine learning models that align best with their specific needs. This flexibility ensures alignment with their unique data sources, investigative challenges, and methodology providing an adaptable investigative framework. •Intuitive Workflows. Workflows using an integrated set of graphical tools and an intuitive drag-and-drop interface with no software customizations required. Flexible workflows are configurable to match a customer’s specific processes and procedures, ensuring seamless integration into existing operations. •Governance. Governance functionality to monitor and manage data availability, security, usability and integrity. Advanced privacy, audit, monitoring and access control functionalities enable organizations to maintain compliance and secure sensitive information. Our Solutions Our customers face a wide range of investigative challenges including criminal and terror activities, cyber-attacks, financial crimes, fraud and other threats. They rely on investigative analytics platforms and solutions to enhance operational effectiveness and drive faster, more conclusive outcomes. Investigations can vary widely in duration and complexity. Some end without resolution due to insufficient intelligence or fragmented data. Complex investigations require data fusion from multiple sources, connection analysis, and the generation of actionable intelligence. The stakes are high, as ineffective or delayed investigations can have devastating consequences, including loss of life, financial damage and widespread disruption. To mitigate these risks, customers seek solutions that help accelerate investigations, improve efficiency and increase resolution rates. Our solutions are designed to empower organizations to overcome these investigative challenges, accelerating the investigative process and increasing the percentage of successfully resolved cases. By supporting diverse use cases and a variety of users, including high-ranking investigative officers, heads of investigations, analysts, security operations center (“SOC”) operators, and operational field teams, our platform streamlines operations, and accelerates time to insight. Through intuitive visualization tools, natural language co-pilots, and configurable workflows, even non-technical users can easily operate our solutions, while skilled analysts and data scientists leverage the platform’s advanced capabilities to develop and deploy custom algorithms and data models tailored to their needs. 40 COGNYTE SOFTWARE LTD. Our modular platform enables customers and system integrator partners to deploy capabilities based on their priorities, with the flexibility to scale over time by integrating additional solutions and advanced functionalities. This adaptable approach ensures that organizations can continuously evolve their investigative capabilities to meet changing operational needs. Our solutions portfolio spans multiple domains of investigative analytics, including decision intelligence, network intelligence, operational intelligence and threat intelligence. These capabilities enable customers to address investigations that involve both digital and physical domains, multiple communication channels and diverse threat types, using a consistent analytical framework. We offer a broad set of solutions that can be described along the following categories (presented by alphabetical order): •Decision Intelligence Analytics - Our decision intelligence platform uses advanced analytics and AI, along with data fusion, data visualization and investigation tools, to empower analysts to make faster, more informed decisions. By integrating and analyzing vast amounts of structured and unstructured data from multiple sources, our technology provides customers with a comprehensive, real-time and near real-time view across sources and domains, depending on their refresh cycles. This approach delivers actionable insights that would be virtually impossible to obtain through legacy tools or manual analysis. •Network Intelligence Analytics - Our analytics software helps security organizations generate predictive and real-time insights from vast amounts of diverse data fused from a wide range of communication network sources, leveraging advanced analytics, AI and automation technologies. •Operational Intelligence Analytics - Our operational intelligence analytics software and solutions help field security units carry out operational missions with greater confidence. By generating real-time or near real-time insights, our technology improves decision making in the field, supporting mission success. •Threat Intelligence Analytics – We provide government agencies and enterprise security organizations and investigative teams with advanced analytics and threat detection software designed to adapt to the evolving global threat landscape. Our AI-driven platform leverages machine learning to process and enrich vast volumes of data from diverse sources, transforming fragmented information into actionable insights. By fusing structured and unstructured data, investigators and SOC teams can rapidly detect, analyze, and mitigate threats with greater speed and accuracy. Enabling Strategic Outcomes Our customers use our solutions to help address a broad range of investigative requirements. The examples below (in alphabetical order) illustrate certain use cases that we help our customers address with our technology: Border Control Law enforcement agencies face growing challenges related to illegal immigration and cross-border movements. Smuggling networks, human traffickers, and other illicit actors exploit gaps in enforcement and leverage sophisticated methods to avoid detection. Our solutions empower border control agencies to integrate and analyze large volumes of diverse data. By applying advanced analytics, behavioral pattern recognition, and real-time intelligence, our technology helps agencies detect suspicious activity, identify potential trafficking or smuggling operations, and prevent illegal border crossings. These intelligence capabilities support more efficient resource allocation and proactive measures to enhance border security and public safety. Cyber Threats Governments are confronting a wide range of cyber-related threats as bad actors operate across borders and exploit digital infrastructure. Our solutions enable governmental organizations to gather, process and enrich substantial amounts of data, filter out irrelevant information and generate actionable insights. Customers can identify suspicious indicators based on network data analysis, perform advanced monitoring and automatically flag anomalies behavior and patterns to detect potential attacks before they can cause significant harm. 41 COGNYTE SOFTWARE LTD. Drug Trafficking Governmental security organizations are conducting complex, multi-layered investigations to uncover and disrupt criminal activity along the drug trafficking supply chain – from raw materials sourcing to production, distribution of the illicit drugs and laundering of illegal proceeds. Our solutions help customers fuse data from siloed sources - such as arrest and prison records, network data, financial transactions, flight records, property records - and apply link analysis to uncover hidden relations among individuals, organizations, companies, financial accounts and other entities. By applying historical analysis, behavioral similarity, and pattern recognition, our solutions can generate proactive alerts to support investigative efforts. Financial Crime The methods used by criminals and terrorists continue to evolve, including the use of new techniques and technologies to commit financial crime and evade detection. Blockchain-based transactions, for example, enable anonymous movement of funds for money laundering and terror financing. To help investigators, we offer software that leverages machine learning and blockchain analytics to generate insights and accelerate financial crime investigations. In addition to supporting security and law enforcement agencies, these capabilities are also applicable in enterprise environments, including financial institutions and insurance organizations, where transaction monitoring, anti-money laundering compliance and risk scoring are critical to managing financial exposure and regulatory obligations. Fraud Civil agencies face growing volumes of fragmented policies and data, making it increasingly difficult for them to detect fraud and identify bad actors. Failure to act in time may result in financial losses, trade disruptions and risks to public safety. Our solutions accelerate data-driven decision making by providing analysts with a cohesive view of available data and enabling broader use of AI. This allows investigators to surface insights that were previously difficult to obtain, more rapidly assess risks, conduct investigations, mitigate threats, improve revenue collection, and optimize resources across multiple use cases. Similar challenges exist in enterprise contexts, including insurance claims validation, payment integrity monitoring, credit and default risk assessment, and internal fraud detection, where organizations must analyze large volumes of structured and unstructured data to identify anomalies and reduce financial losses. Organized Crime Organizations combating organized crime must identify criminal networks, understand their ecosystem, including leadership structures, funding sources and intentions, and prevent crimes before they happen and generate evidence. In today’s digital world, criminals leave extensive digital footprints, but these signals are often fragmented across many systems, making analysis complex. Our solutions help governmental agencies fuse and analyst diverse data to uncover criminal networks, understand key relationships and disrupt illicit activities. Terror Activities The national security mission grows more complex as extremists and bad actors use the internet and social media for recruitment, fundraising and communications. Analysts are often overwhelmed by data volumes, and must identify potential terror threats quickly and accurately. Our solutions enable analysts and investigators to fuse large volumes of fragmented data and develop comprehensive profiles of suspects by correlating information from multiple sources, supporting faster and more informed operational responses. 42 COGNYTE SOFTWARE LTD. Military Intelligence – Border Intelligence Military intelligence organizations are tasked with maintaining operational readiness across national borders, including land, maritime and aerial domains. These environments are increasingly complex, characterized by irregular activity, hybrid threats, and coordinated movements that may involve state and non-state actors. Our solutions support military intelligence units by enabling the fusion and analysis of large volumes of intelligence data from multiple sources, including signals, operational and open-source information. By applying advanced analytics and pattern recognition, our technology helps identify anomalous activity, emerging threats, and changes in behavior along borders, supporting early warning, informed decision-making, coordinated action across national security stakeholders, and enhanced protection of personal and operational assets. Our Customers We provide investigative analytics solutions to hundreds of customers, primarily in the government sector spanning approximately 100 countries. Our customers face diverse and critical challenges, and leverage our solutions to accelerate investigations, uncover actionable insights, and address threats to national security and various forms of criminal and terror activities. By utilizing our advanced analytics solutions, they gain the ability to identify, neutralize and prevent threats with greater speed and precision. Confidentiality is a cornerstone of our customer relationships. Most of our customers require strict non-disclosure agreements, and we respect their need for discretion by refraining from publicizing our partnerships or detailing the solutions they use. As a trusted provider we prioritize maintaining the highest standards of confidentiality and trust . Market Description and Opportunity We generate the substantial majority of our revenue from contracts with government agencies worldwide , and we anticipate that these government contracts will remain our primary revenue source in the foreseeable future. As governments face escalating security threats, exponential growth in data volumes and increasingly sophisticated adversaries, we believe the demand for advanced analytics solutions like ours will continue to grow. In addition, we benefit from long-standing relationships with many of our customers, and a high proportion of our revenue is generated from follow-on orders and expansions of existing deployments, which we believe contribute to the durability and visibility of our revenue over time. Sales We sell globally and organize our sales force primarily in geographical teams across territories. Each regional team is responsible for both direct sales and the partner network in that territory, including sales to existing customers and adding new customers. In the years ended January 31, 2026, 2025 and 2024, respectively, we derived approximately 12%, 14% and 17% of our revenue from sales to end users located in the Americas region. In the years ended January 31, 2026, 2025 and 2024, respectively, we derived approximately 54%, 55% and 55% of our revenue from sales to end users located in the EMEA region. In the years ended January 31, 2026, 2025 and 2024, respectively, we derived approximately 34%, 31% and 28% of our revenue from sales to end users located in the Asia-Pacific (“APAC”) region. Winning large contracts often requires a longer, high-touch sales process that may include responding to a Request for Proposal and/or delivering a Proof of Concept. We believe that our ability to demonstrate to customers the value that can be created with our differentiated solutions is critical to winning large contracts. The majority of our orders are generated from existing customers expanding their usage of our solutions they have already deployed or the purchase of new solutions from our portfolio to be deployed in other areas of their operations. Revenue recognized from existing customers was approximately 91% for the year ended January 31, 2026 and approximately 96% and 96% for each of the years ended January 31, 2025 and 2024, respectively, with the remainder of our revenue attributable to new customers. Our sales force provides customers with regular updates on new solutions and assists them in evaluating the benefits of such solutions to address security and other challenges. In many cases, a new order from an existing customer will include both an expansion as well as the addition of new solutions. This high percentage of revenue from existing customers reflects the mission-critical nature of our solutions and the tendency of customers to expand their use of our platform and add new capabilities over time once our solutions are deployed and integrated into their operations. Such expansions are typically driven by the operational value our solutions deliver, including improved investigative efficiency, enhanced threat detection, and measurable impact on mission outcomes, and the need to scale capacity in response to increasing volumes and complexity of mission-related data.. Initial orders from new customers are often small, and over time, as the customer develops trust in our partnership, they expand with larger follow-on orders. 43 COGNYTE SOFTWARE LTD. Additionally, as part of our ongoing efforts to enhance our sales strategy, we have implemented changes to our sales team structure and sales processes. We are also expanding our subscription-based offerings to support our long-term growth strategy. Our government contracts may be subject to renegotiation or termination at the discretion of a government customer under certain conditions because of the unique nature of the terms and conditions generally associated with government contracts. Some of our government customers require us to have security credentials or engage an integrator or other customer approved legal entity. See “Item 3. Key Information—3.D. Risk Factors—Risks Associated with Macroeconomic and Global Conditions” for a more detailed discussion of certain sales and distribution risks that we face. Services Our services include customer support, software as a service professional services and integration services. Customer Support Our solutions are generally sold with a customer support plan to help customers ensure the ongoing, successful use of our mission-critical solutions in their environment. We offer various customer support plans with varying prices. We also offer support plans to partners where they are responsible for providing support to end users. Professional Services Our solutions can be implemented by our professional service organizations, our certified partners, or a customer’s own personnel who have been trained on our solutions. Our professional services also include user training programs to enable customers to use our solutions effectively and maximize their value. Customer and partner trainings are provided at the customer site, at our training centers around the world, and/or remotely online. Integration Services We offer system integration services to integrate our solutions with the customer’s environment, software customization, and the purchase and deployment of third-party hardware components. We also certify system integrator partners to enable them to sell or deliver system integration services. This provides customers with more choices and is consistent with our open solution strategy. Seasonality Our quarterly operating results have been, and are likely to continue to be, influenced by seasonal fluctuations due to certain purchasing patterns of some of our customers. Typically, our revenue and operating income are highest in the fourth quarter. Moreover, in some years, revenue and operating income in the first quarter of a new year may be lower than in the fourth quarter of the preceding year, potentially by a significant margin. In addition, we generally receive a higher volume of orders in the last month of a quarter, with orders concentrated in the latter part of that month. While seasonal factors such as these are common in the software industry, this pattern should not be considered a reliable indicator of our future revenue or financial performance. Many other factors, including general economic conditions, also have an impact on our business and financial results. See “Item 3. Key Information—3.D. Risk Factors” for a more detailed discussion of factors which may affect our business and financial results. Research and Development To support our innovation, we make significant investments in research and development (“R&D”) every year. We allocate our R&D resources in response to rapidly evolving technological and customer requirements. We believe our broad base of longstanding customer relationships provide us with valuable insights into our customers’ needs and allow us to focus our R&D efforts accordingly. Our development team includes highly qualified software engineers, product managers, data scientists, and architects. As of the year ended January 31, 2026 we employed approximately 831 people in product and R&D roles globally, primarily in Brazil, Bulgaria, Cyprus, India, Israel and Romania. See “Item 3. Key Information—3.D. Risk Factors—Market and Strategy Risks— If we cannot retain and recruit qualified personnel, our ability to operate and grow our business may be impaired.” 44 COGNYTE SOFTWARE LTD. Our approach to R&D focuses on technological breakthroughs, as well as incrementally enhancing the functionality of our existing solutions and providing customers with frequent software updates. The majority of our products are developed internally. In some cases, we also acquire or license technologies, products and applications from third parties based on timing and cost considerations. See “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business and Operations.” We have derived benefits from participation in certain government-sponsored programs, including those of the Innovation Authority, formerly the Office of the Chief Scientist of the Ministry of Economy of the State of Israel, and in other jurisdictions for the support of R&D activities conducted in those locations. The Israeli law under which our Innovation Authority grants are made limits our ability to manufacture products, or transfer technologies, developed using such grants outside of Israel without permission from the Innovation Authority. Intellectual Property Rights General Our success depends to a significant degree on the legal protection of our software and other proprietary technology. We rely on a combination of patent, trade secret, copyright and trademark laws, and confidentiality and non-disclosure agreements with employees and third parties to establish and protect our proprietary rights. Patents As of January 31, 2026, we had close to 300 patents and patent applications worldwide. We regularly review new areas of technology related to our businesses to determine whether they can and should be patented. We periodically review our patents portfolio and may from time to time, decide to forgo patent protection with respect to certain patents, including for reasons of cost savings and to align with our overall IP protection strategy. Licenses Under our customer agreements, we provide our customers with the right to use our proprietary software in exchange for a fee. Under our partner license agreements, we normally provide our partners with the right to re-sell the right to use our proprietary software to designated customers in exchange for a fee. Our customer and partner license agreements prohibit the unauthorized use, copying and reverse engineering of our software technology, and contain customer restrictions and confidentiality terms. These agreements generally warrant that the software and proprietary hardware, as applicable, will materially comply with written documentation and assert that we own or have sufficient rights in the software we sell and distribute and have not violated the intellectual property rights of others. We license our products in a format that does not permit users to change the software code. See “Item 3. Key Information—3.D. Risk Factors—Intellectual Property Risks” for more detail. Trademarks and Service Marks We use registrations to protect many of the trademarks used in our business. We also claim common law protections for other marks we use in our business. Competitors and other companies could adopt similar marks or try to prevent us from using our marks, consequently impeding our ability to build brand identity and possibly leading to customer confusion. See “Item 3. Key Information—3.D. Risk Factors—Intellectual Property Risks” in this Form 20-F for a more detailed discussion regarding the risks associated with the protection of our intellectual property. Competition There are many global and regional security vendors that offer a broad range of solutions to multiple market segments including law enforcement, military and national security customers. These large vendors compete with us across one or multiple solutions in our portfolio. We also face competition from a large number of point solutions vendors addressing only specific security challenges and, in many cases, competing in a limited geography. In addition, our competition includes the internal information technology departments of our customer organizations developing special purpose solutions with internal resources and with assistance from system integrators. 45 COGNYTE SOFTWARE LTD. We believe that our deep investigative analytics domain expertise and our ability to effectively address a broad range of security use cases differentiate us from the competition. Our global and regional large security competitors include, among others, BAE, Cleartrail, DataWalk, Elbit, L3/Harris, Palantir, Rohde Schwarz and Thales. Our point solution competitors include, among others, Cellxion, JSI, Octasic, SS8 and XCI. Our market is competitive with a fragmented set of competitors. We typically see vendors that only compete with us in certain geographies, use cases or point solutions. When facing competition from our customers’ own information technology departments, we differentiate our solutions based on deep domain expertise based on three decades of serving our customers and their changing needs, successful track record in operational deployments, and our significant R&D investment over many years and quicker software and technology updates, including our unique ability to provide value using our innovative AI. In some cases, customers are looking for specific customizations and the open and modular nature of our solutions enables the customer (or their system integrator of choice) to add such customizations to our solutions. Over the years, we have established a unique investigative analytics expertise and a strong brand reputation which has enabled us to expand within our existing customer base and win competitive deals with new customers. In addition, consolidation is common in our markets and has in the past and may in the future improve the position of our competitors. See “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business and Operations” for a more detailed discussion of the competitive risks we face. Government Regulations Export Regulations We and our subsidiaries are subject to applicable export control regulations in countries from which we export goods and services. These controls may apply by virtue of the country in which the products are located or by virtue of the origin of the content contained in the products. If the controls of a particular country apply, the level of control generally depends on the nature of the goods and services in question. Where controls apply, the export of our products generally requires an export license or authorization or that the transaction qualify for a license exception or the equivalent, and may also be subject to corresponding reporting requirements. Israel’s defense export policy regulates the sale of many of the systems and products that we develop in Israel. Current Israeli policy encourages exports to approved customers of defense systems and products such as ours, as long as the export is consistent with Israeli government policy. Subject to certain exemptions, a license is required to initiate marketing activities for such systems and products. We also must receive a specific export license for defense related hardware, software, services and know-how exported from Israel. Israeli law also regulates export of “dual use” items (items that are typically sold in the commercial market but that also may be used in the defense market), typically to a lesser extent than defense-related items. Countries in the European Union, such as Cyprus, Germany, Bulgaria and Romania, as well as the United States, the United Kingdom and Brazil, in which our foreign subsidiaries operate, impose similar export controls on some of our systems and products. The controls relate to the defense-related and “dual use” nature of some of our systems and products, and require that we obtain specific permits and/or licenses in order to import or export such systems and products to or from those jurisdictions. Israeli Security-Related Regulations and Requirements The Israeli Defense Entities Law (Protection of Defense Interests)—2006 provides for certain restrictions on the operations of, investments in, or transfers of control of any entity that is determined to be an Israeli “defense entity” under the terms of the law. Designation as a “defense entity” may potentially occur through an order that may be issued jointly by the Israeli Prime Minister, Minister of Defense and Minister of Economy. No such order has been issued for Cognyte, nor are we aware that any is planned; however, based on the nature of our business, such an order could be issued in the future. An order relating to a defense entity may, among other matters: (1) impose restrictions on the ability of non-Israelis to hold “means of control” or to be able to “substantially influence” defense entities; (2) require that senior officers of defense entities have appropriate Israeli security clearances; (3) require that a defense entity’s headquarters be located in Israel; and/or (4) require that a defense entity’s entry into international joint ventures and transfer of certain technology receive the approval of the Israeli Ministry of Defense. In the case of a publicly traded company like us, such an order may also include a requirement that Israeli government approval will be required for acquisition by any person of a certain level of ownership of the voting securities that provide a “means of control” of the company. 46 COGNYTE SOFTWARE LTD. In light of the nature of our solutions and customers (some of which are government security agencies), there are also various other Israeli security classification and data protection measures that are applicable to us and our global operations under relevant legislation or contractual obligations. Anti-Corruption, Anti-Money-Laundering and Sanctions We are subject to laws and regulations of the jurisdictions in which we operate or conduct business, including Israel, the United States, and the European Union, that govern or restrict our business and activities in certain countries and with certain persons, including the economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. Additionally, we are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws imposed by governments around the world with jurisdiction over our operations, which may include, among others, the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 1977, the Israeli Prohibition on Money Laundering Law–2000 and other applicable laws in the jurisdictions in which we operate. See “Risk Factors—Regulatory Risks—Our failure to comply with the anti-corruption, trade compliance, anti-money-laundering and terror finance and economic sanctions laws and regulations of the United States and applicable international jurisdictions could materially adversely affect our reputation and results of operations.” Israeli Tax Considerations and Government Programs For a summary of the Israeli tax laws applicable to us, and certain Israeli Government programs, see “Item 10.E. Taxation - Material Israeli Tax Considerations- Israeli Tax Considerations and Government Programs”. Internal Oversight Our solutions are designed for use, primarily by government agencies, as investigative analytics tools aimed at driving actionable intelligence for a Safer World™. Accordingly, our solutions are sold to aid government agencies in preventing and investigating crime and terror. Given the nature of our solutions and customers, internal oversight and trade compliance are integral to how we manage our business and evaluate opportunities. As part of our business processes, we apply a set of internal compliance policies, guidelines and oversight measures that are aimed to support our goal of having our solutions used solely in a manner that serves their intended purpose and to mitigate the risk of any misuse. We and our board periodically evaluate such policies, guidelines and measures. As part of such internal compliance policies, guidelines and oversight measures, sale opportunities are reviewed by a dedicated Trade Compliance team that assesses various factors, including whether any sanctions are applied with respect to the customer or the relevant country, and assesses the nature of any regulatory requirements, the contractual arrangements with the customer, and the risk of the use of our solutions in a manner contrary to the purpose for which such solutions were developed. The assessment process and the level of review are based on the characteristics of the opportunity in question. In accordance with our internal guidelines, findings of the Trade Compliance team are presented to senior executive officers tasked with such role, who in turn from time to time, also consult with and report to board members. In the past, we have forgone sales opportunities where we assessed that there is a risk of our solutions being used in a manner inconsistent with the intended goal for which such solutions were developed. In the future, we may also forgo sale opportunities based on similar assessments. In addition, pursuant to our contracts, customers undertake to use our solutions solely for their intended purpose and, under certain circumstances, we maintain our right to cease providing services or support should it come to our attention that our solutions have been employed in a manner that deviates from our licensing terms. 47 COGNYTE SOFTWARE LTD. 4.C. ORGANIZATIONAL STRUCTURE Organizational Structure The legal name of our company is Cognyte Software Ltd. and we are incorporated under the laws of the State of Israel. Significant Subsidiaries Below is a list of subsidiaries that have total assets exceeding 10% of our combined assets, or revenues in excess of 10% of our combined sales: Name Country of Incorporation % of Equity Interest Cognyte Technologies Israel Ltd. Israel 100 SYBORG Informationssysteme b.h. OHG Germany 100 UTX Technologies Limited Cyprus 100 4.D. PROPERTY, PLANTS AND EQUIPMENT Our corporate headquarters is located in Israel. The principal office for our international operations, which is also our registered office, is located in Israel. We believe that our facilities have adequate capacity for our short and medium-term needs and that, should it be needed, suitable additional space will be available to accommodate any expansion of our operations. Major Facilities The following table sets forth our most significant facilities as of January 31, 2026: Location Size of Site (in square feet) Held Lease Term Major Activity Herzliya, Israel (1) 119,050 Leased 2033 Research and development, sales, product delivery, support services and management functions Limassol, Cyprus 45,058 Leased 2031 Research and development and support services Sofia, Bulgaria 19,880 Leased 2029 Research and development and support services Florianopolis, Brazil 17,501 Leased 2026 Research and development, sales, product delivery and support services Bucharest, Romania 17,278 Leased 2034 Research and development and support services (1) The facility in Israel does not include the additional parking floor space of approximately 70,000 square feet. We believe that we have satisfactory title to our facilities in accordance with standards generally accepted in our industry. We believe that all of our production facilities are in good operating condition. As of January 31, 2026, the combined net book value of our property and equipment was $29.1 million. 4.E. UNRESOLVED STAFF COMMENTS Not Applicable.