20-F: Cognyte Reports Strong FY2026 Revenue Growth, Returns to Profitability
Annual Report
Cognyte Software Ltd. reported a significant increase in revenue and a return to operating profitability for the fiscal year ended January 31, 2026, alongside strategic updates and share repurchase authorizations.
Summary
- Total revenue increased by 14.1% to $400.0 million for the fiscal year ended January 31, 2026, up from $350.6 million in the prior year.
- The company achieved an operating profit of $13.3 million for fiscal year 2026, a notable improvement from an operating loss of $5.1 million in fiscal year 2025.
- Net loss attributable to Cognyte Software Ltd. significantly decreased to $0.6 million in fiscal year 2026, compared to a net loss of $12.1 million in fiscal year 2025.
- Software revenue grew by 29% to $161.8 million, driven by higher appliance software deliveries and increased perpetual license revenue.
- Software service revenue increased by 4% to $187.6 million, attributed to a larger installed base and support price increases.
- Professional service and other revenue rose by 15% to $50.7 million, primarily due to higher deployment services.
- Gross profit increased by $42.8 million, contributing to the improved operating results.
- The company repurchased 2,253,200 ordinary shares for approximately $21.4 million during fiscal year 2026 under its share repurchase programs.
- A securities class action lawsuit filed in March 2023 was dismissed by the court on June 6, 2025, with leave to amend denied, concluding the matter without liability for the company or its officers.
- Cognyte acquired GroupSense, Inc., a digital risk protection services company, for approximately $4.4 million in cash on May 20, 2025, with potential contingent consideration of up to $5.0 million.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a moderately positive filing, reflecting strong revenue growth and a return to operating profitability, which are key indicators of improving financial health. However, increased operating expenses and a high effective tax rate, coupled with inherent industry and geopolitical risks, temper the overall sentiment.
Positives
- Revenue increased by 14.1% to $400.0 million in fiscal year 2026, demonstrating strong top-line growth.
- Achieved an operating profit of $13.3 million in fiscal year 2026, reversing an operating loss of $5.1 million in fiscal year 2025.
- Net loss attributable to Cognyte Software Ltd. substantially narrowed to $0.6 million in fiscal year 2026 from $12.1 million in fiscal year 2025.
- Software revenue saw a significant 29% increase, driven by strong demand for appliance software and perpetual licenses.
- Software service gross margins improved from 75% to 76% due to operating leverage, efficiency, and scale.
- Professional service and other gross margins increased from 12% to 19%, reflecting improved deployment efficiency and scale.
- Maintained effective internal control over financial reporting as of January 31, 2026.
- Successfully dismissed a securities class action lawsuit, resolving the matter without liability.
- High percentage of revenue (91%) generated from existing customers, indicating strong customer retention and expansion.
Negatives
- Research and development expenses increased by 13% to $122.3 million in fiscal year 2026, primarily due to higher personnel-related costs and reduced capitalized software development.
- Selling, general and administrative expenses increased by 7% to $153.7 million, driven by expanded sales and marketing initiatives, including personnel costs and commissions.
- Total other income, net, decreased by $2.7 million, shifting from an income of $0.8 million in fiscal year 2025 to an expense of $1.9 million in fiscal year 2026, mainly due to increased foreign currency losses.
- Provision for income taxes significantly increased to $6.7 million in fiscal year 2026 from $2.9 million in fiscal year 2025, with an effective tax rate of 59.3%.
- Net cash generated by operating activities decreased by $6.5 million to $40.3 million in fiscal year 2026, primarily due to unusually high collections in the prior year.
- Net cash used in investing activities increased to $14.1 million in fiscal year 2026, compared to $5.7 million in fiscal year 2025, due to business acquisition and property/equipment purchases.
- Net cash used in financing activities increased to $24.8 million in fiscal year 2026, mainly due to increased share repurchases and dividends to noncontrolling interest holders.
Risks
- Business is impacted by changes in macroeconomic and/or global conditions, including global and regional conflicts, inflation, interest rates, tariffs, and supply chain disruptions, which can reduce government spending.
- Dependency on government contracts exposes the company to procurement risks, geopolitical changes, and limitations on investor visibility due to classification or contractual restrictions.
- Significant international operations expose the company to foreign currency fluctuations, political/economic instability, and changes in international laws and regulations.
- Conditions in Israel, including ongoing conflicts and political instability, may adversely affect operations and limit the ability to produce, market, and sell products.
- The industry is characterized by rapid technological changes, evolving industry standards, and aggressive competition, requiring continuous innovation and adaptation, especially with AI and GenAI.
- Reputational harm from negative publicity due to allegations regarding the misuse of solutions by certain countries or organizations, even if activities are permissible or not conducted by the company's solutions.
- Long and complex sales cycles for sophisticated solutions can lead to unpredictable revenue and significant investment in opportunities that may not materialize.
- Regulatory constraints, including export and trade restrictions, data privacy laws (e.g., EU GDPR, CCPA, Israeli PPL Amendment 13, EU Data Act), and AI governance frameworks, may limit the ability to offer and sell products and increase compliance costs.
- Intellectual property may not be adequately protected, and products may infringe or be alleged to infringe on the intellectual property rights of others, leading to costly disputes or disruptions.
- Reliance on third-party suppliers, manufacturers, and partners for critical components and services poses risks of failure or disruption in supply.
- Information technology system breaches, failures, or disruptions, including cyber-attacks, could harm operations, financial condition, or reputation.
- Credit facilities expose the company to leverage risks and restrictive covenants, and financing sources may not be available on acceptable terms.
- The spin-off could result in significant tax liability to Verint and Cognyte, and the company may be required to indemnify Verint for material taxes.
- Share price has been and may continue to be volatile, and shareholders may lose all or part of their investment.
- Failure to meet the expectations of securities analysts or earnings guidance could lead to a decline in share price.
- The company's status as a Foreign Private Issuer (FPI) means it is subject to different reporting obligations and corporate governance practices than U.S. domestic public companies, which may provide less protection to investors.
- Shareholders' rights and responsibilities are governed by Israeli law, which differs in some material respects from U.S. corporations, potentially delaying or preventing mergers or acquisitions.
Future Outlook
Cognyte's strategy is centered on empowering organizations with comprehensive analytics solutions, driving adoption of open interface software, and expanding into new government markets, particularly strengthening its presence in the United States. The company aims to continuously enhance its platform by leveraging AI and GenAI, informed by customer feedback, to address evolving security and intelligence challenges. The transition to a subscription-based model is also a key part of its long-term growth strategy.
Management Comments
- Elad Sharon, Chief Executive Officer, certified that the annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading, and that the financial statements fairly present the financial condition, results of operations, and cash flows.
- David Abadi, Chief Financial Officer, certified the same regarding the accuracy and fair presentation of the financial information in the report.
Industry Context
StockSavvy.ai notes the increasing demand for advanced investigative analytics solutions, driven by the rapid growth and fragmentation of data, the escalating complexity of security threats, and the need for AI-driven tools to enhance public safety and national security. The industry is also seeing a transition towards modern, open-interface, and cloud-native platforms. Cognyte's focus on government agencies and its deep domain expertise position it in a competitive market where rapid technological evolution, particularly in AI, is a key differentiator. The geopolitical landscape further intensifies the demand for such solutions, but also introduces regulatory complexities and reputational risks.
Comparison to Industry Standards
- The filing does not provide specific comparable companies, projects, or results to assess against global industry benchmarks. It mentions general competitors such as BAE, Cleartrail, DataWalk, Elbit, L3/Harris, Palantir, Rohde Schwarz, and Thales, but does not offer a detailed comparative analysis of financial performance or operational metrics against these entities.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | Ron Shvili | May 1, 2024 | Appointment to the board of directors. |
| Internal Auditor | External internal audit firm | Company employee | November 1, 2024 | Replacement of external firm with an internal employee. |
| Director | NA | Matthew O'Neill | March 1, 2025 | Appointment to the board of directors. |
| Director | NA | Nurit Benjamini | March 31, 2025 | Appointment to the board of directors. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Share Incentive Plan Amendment | Amendment No. 3 to the 2021 Share Incentive Plan was adopted, increasing the number of shares available for awards to 7,645,329 and setting a maximum of 2,000,000 shares per Grantee per fiscal year. | March 16, 2026 | Increases the pool of shares for equity-based compensation, potentially aiding in talent attraction and retention but also leading to potential dilution for existing shareholders. |
| Compensation Policy Amendment | The compensation policy for office holders was amended and re-approved, designed to promote retention, motivation, and alignment with long-term performance, including measures to reduce incentives for excessive risks. | September 2025 | Aims to align management incentives with long-term shareholder value and risk management, potentially improving corporate performance and governance. |
| Strategy Committee Establishment | A Strategy Committee was established by the board of directors to provide recommendations on the company's strategy, strategic plans, and initiatives, and to guide management in execution. | April 2024 | Enhances board oversight of strategic direction and execution, potentially leading to more focused and effective growth initiatives. |
| FPI Status and Nasdaq Compliance | The company, as a Foreign Private Issuer (FPI), opts out of certain Nasdaq corporate governance requirements, including quorum for shareholder meetings (25% vs. 33.33%), shareholder approval for certain share issuances, and distribution of annual/interim reports, relying on Israeli home country practices. | Ongoing | May provide less protection to investors compared to U.S. domestic issuers due to differing governance standards, but allows flexibility under Israeli law. |
| Exclusive Forum Clauses | Amended and restated articles of association include exclusive forum clauses designating competent courts of Tel Aviv, Israel for certain Israeli law claims and U.S. federal district courts for Securities Act claims. | Ongoing | May limit shareholders' ability to choose a judicial forum for disputes, potentially increasing litigation costs or discouraging certain lawsuits. |
Legal Proceedings
- A putative securities class action complaint filed in March 2023 against Cognyte, its CEO, and CFO, alleging false and misleading statements, was dismissed by the U.S. District Court for the Southern District of New York on June 6, 2025. The court denied leave to amend, concluding the matter without any finding of liability against the company or its officers.
Related Party Transactions
- The company has two revolving credit facilities with Bank Leumi Le-Israel B.M. and Bank Hapoalim B.M., which were considered related parties due to a former director's overlapping service with Bank Leumi. The credit facilities were extended in December 2025.
- A Tax Matters Agreement with Verint, entered into in connection with the spin-off, outlines shared obligations for taxes, with Cognyte primarily responsible for taxes related to its business. A $4.7 million tax contingency related to a pre-spin-off tax position was reversed in fiscal year 2024 due to the expiration of the statute of limitations.
Stakeholder Impact
- Shareholders: Potential for dilution from increased equity awards, but also benefits from share repurchase programs. Subject to Israeli corporate law and FPI governance differences. Share price volatility remains a risk.
- Employees: Equity incentive plans and compensation policies aim to attract and retain talent. However, competition for skilled personnel and potential cost reduction initiatives (including workforce adjustments) pose challenges.
- Customers: Benefit from enhanced AI-driven investigative analytics solutions and a transition to modern, open-interface platforms. However, regulatory changes and potential misuse allegations could impact solution availability or perception.
- Suppliers/Partners: Continued reliance on third-party suppliers and partners for critical components and services, with risks of disruption or non-performance.
- Creditors: The company maintains revolving credit facilities and is subject to financial covenants, which it currently meets, indicating sound financial management in relation to debt.
Next Steps
- Continue to invest in and grow the business and operations, both organically and potentially through acquisitions.
- Dedicate significant resources to research and development efforts to maintain competitive position.
- Strengthen presence in the United States by establishing and expanding strategic partnerships with government agencies.
- Continue to shift product mix towards software and away from professional services and hardware resales.
- Expand subscription-based offerings to support long-term growth strategy.
- Monitor and adapt to evolving regulatory landscape, including AI regulatory frameworks.
Key Dates
| Date | Description |
|---|---|
| February 1, 2021 | Completion of spin-off from Verint, becoming an independent public company. |
| December 1, 2022 | Sale of Situational Intelligence Solutions (SIS) business. |
| March 1, 2023 | Putative securities class action complaint filed against Cognyte. |
| June 4, 2023 | Avi Cohen appointed as a member of the board of directors. |
| September 6, 2023 | Earl Shanks appointed as non-executive Chairman of the board of directors. |
| November 10, 2023 | Plaintiff filed an amended complaint in the securities class action lawsuit. |
| December 31, 2023 | Extension of revolving credit facility with Bank Leumi Le-Israel B.M. |
| January 24, 2024 | Credit Facility with Bank Hapoalim B.M. dated. |
| April 2024 | Board of directors established a Strategy Committee. |
| May 1, 2024 | Ron Shvili appointed as a member of the board of directors. |
| November 1, 2024 | Replacement of external internal audit firm with an employee as Internal Auditor. |
| November 12, 2024 | Adoption of a share repurchase program for up to $20 million, completed during fiscal year ended January 31, 2026. |
| March 1, 2025 | Matthew O'Neill appointed as a member of the board of directors. |
| March 24, 2025 | Amendment No. 2 to the Cognyte Software Ltd. 2021 Share Incentive Plan effective. |
| March 31, 2025 | Nurit Benjamini appointed as a member of the board of directors. |
| May 15, 2025 | Schedule 13G/A filed by American Capital Management, Inc. |
| May 20, 2025 | Acquisition of 100% of the equity of GroupSense, Inc. |
| June 6, 2025 | Court denied leave to amend and ordered the securities class action case closed. |
| July 2025 | United States enacted the One Big Beautiful Bill Act (OBBBA). |
| July 14, 2025 | Board approved a new share repurchase program for up to an additional $20 million. |
| September 2025 | Compensation policy amended and re-approved by shareholders and board of directors. |
| September 12, 2025 | Most provisions of the EU Data Act became applicable. |
| August 14, 2025 | Amendment 13 to the Israeli Privacy Protection Law, 1981, became effective. |
| December 5, 2025 | 148 member jurisdictions approved the OECD BEPS Inclusive Framework statement. |
| December 30, 2025 | Update to terms of Credit Facility with Bank Hapoalim B.M. and Amendment no.4 to Commitment Letter with Bank Leumi Le-Israel B.M. |
| January 31, 2026 | End of fiscal year covered by this annual report. |
| February 2026 | Social Navigator Inc. (d/b/a Liferaft) entered into a definitive acquisition agreement. |
| March 2, 2026 | Board approved an additional share repurchase program for up to a further $20 million. |
| March 13, 2026 | Acquisition of Social Navigator Inc. (d/b/a Liferaft) closed. |
| March 16, 2026 | Amendment No. 3 to Cognyte Software Ltd. 2021 Share Incentive Plan adopted by the board of directors and effective. |
| March 18, 2026 | Effective date for U.S. legislation requiring directors and officers to make insider reports under Section 16(a) of the Exchange Act. |
| March 25, 2026 | Date of filing of this Annual Report on Form 20-F. |
Recommendation
holdCognyte's fiscal year 2026 results show a positive trajectory with strong revenue growth and a return to operating profitability, indicating operational improvements and market demand for its solutions. The dismissal of the securities lawsuit removes a significant overhang. However, increased operating expenses, a high effective tax rate, and ongoing geopolitical and regulatory risks, particularly concerning AI and data privacy, warrant a cautious approach. While the company's strategic initiatives, including U.S. expansion and a shift to a subscription model, are promising, their full impact and execution risks need careful monitoring. A 'hold' recommendation allows investors to observe the sustained execution of these strategies and the company's ability to navigate the complex risk landscape before committing to a stronger position.
Keywords
Investigative Analytics, Cyber Intelligence, AI, Machine Learning, Government Contracts, Public Safety, National Security, Software, Data Fusion, Threat Detection, SEC Filing, Form 20-F, Israel, Nasdaq, CGNT
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