Cognyte Software Ltd 6-K, filed Dec 31, 2025
Cognyte Software Ltd. (CGNT)
6-K
2025-12-31
For: 2025-12-30
View Original
Added on
April 12, 2026
About this 6-K
Cognyte Software Ltd filed this 6-K on December 31, 2025.
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 December 2025
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 office)
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 December 30, 2025, Cognyte Software Ltd. (the "Company") entered into amended and extended credit facility agreements with Bank Hapoalim B.M. (the "Hapoalim Facility") and Bank Leumi Le-Israel B.M. (the "Leumi Facility").
These extensions precede the scheduled expiration of the previous facilities on January 31, 2026, and extend the Company's credit arrangements through January 31, 2028. Together, the amended Hapoalim and Leumi Facilities provide the Company with an aggregate credit line of $65 million.
As of the date of this Report, there are no outstanding amounts borrowed by the Company under either credit facility. Both the Hapoalim Facility and the Leumi Facility contain customary affirmative and restrictive covenants for credit facilities of this type.
The summary herein of the credit facilities is qualified in its entirety by reference to the agreements, which are filed as exhibits 99.1 and 99.2 to this Report on Form 6-K and are deemed incorporated herein by reference. The information in this Report on Form 6-K is hereby incorporated by reference into the Company's Registration Statement on Form S-8(File Nos. 333-252565, 333-278837 and 333-286330).
EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
| Exhibit | Description | |||||||
Amendment no. 4 to the Commitment Letter Dated December 7, 2020, among Cognyte Technologies Israel Ltd., Cognyte Software Ltd. and Bank Leumi Le-Israel B.M. | ||||||||
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. (Registrant) | ||||||||||||||||||||
| December 31, 2025 | By: | /s/ David Abadi | ||||||||||||||||||
| David Abadi | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
Application to Update Terms of Credit Facility Drawn Up on 30.12.2025
1.General
1.1We, the undersigned, hereby apply to the Bank to update the Credit Facility allocated to us by the Bank in the accounts that are specified at the top of this Application in accordance with Letter of Approval of Credit Facility that was drawn up on 24/1/2024, as amended from time to time (hereinafter: the “Credit Facility Allocation Document”), all in accordance with the terms specified in this Application below and in the other Credit Documents.
1.2The delivery of this Application to the Bank does not obligate the Bank to update the terms of the above-referenced Credit Facility, and the Bank will have discretion whether to grant our application to update the terms of the Credit Facility or to reject it. If the Bank grants our application to update the terms of the Credit Facility as set forth in this Application, this Application will constitute an integral part of the Credit Documents, and all of the terms and provisions included in this Application and the other Credit Documents will apply to the Credit Facility from the date on which the Bank actually updates the terms of the Credit Facility, as stated (hereinafter: the “Update Date”). Only the actual updating of the Credit Facility by the Bank will constitute the agreement of the Bank to grant this Application.
1.3If the Bank does not update the terms of the Credit Facility in accordance with the provisions of this Application by 31/12/25, this Application will be null and void, and if we wish to update the terms of the Credit Facility, we will be required to submit a new application to the Bank for that purpose.
2.Update to terms of the Credit Facility:
2.1Change of Facility End Date
On the Update Date, the Facility Termination Date will be changed to 31/1/28 (inclusive), so that from the Update Date, wherever “the Credit Facility Termination Date” is written in the Credit Facility Allocation Document, the updated Facility Termination Date, as specified above, will be meant.
2.2Increase or decrease in the annual rate of the fee paid to the Bank in respect of the non-utilization of the Credit Facility
As from the Update Date until the Facility End Date, the rate of the fee that we will pay the Bank in respect of the non-utilization of the Credit Facility, will be updated and will be 0.35% per year (hereinafter: the “Updated Annual Fee Rate”), so that wherever “Fee” is written in the Credit Facility Allocation Document, the Fee at the Updated Annual Fee Rate will be meant, and the amount of the Fee that we will pay to the Bank in respect of the non-utilization of the Credit Facility will be as specified below.
2.3 Rate of the Fee in respect of the non-utilization of the Credit Facility :
The maximum annual amount of the Fee that we will pay the Bank in respect of the non-utilization of the Credit Facility will be calculated, inter alia, taking into account the update in the Facility Amount and/or the update in the Annual Fee Rate, stated above. Accordingly, the maximum annual amount of the Fee in respect of the non-utilization of the Credit Facility in respect of the period from the Update Date until the Facility End Date (on the assumption that the Credit Facility will be valid for a year from the Update Date and on the assumption that the Credit Facility will not be utilized at all for the whole of that year) is 105,000US Dollars. The annual amount of the Fee presented above is correct as of the date of the drawing up of this Application and may change in the cases specified in the Credit Facility Allocation Document.
3.Interpretation and definitions
3.1If there is a conflict between that stated in this Application and that stated in the Credit Facility Allocation Document, that stated in this Application will control.
3.2Unless expressly stated otherwise in this Application, all the terms in this Application will have the meaning given to them in the Credit Facility Allocation Document.
3.3Except as stated in this Application, all of the other details and terms of the Credit Facility Allocation Document remain in full force and effect and will also apply to that stated in this Application, mutatis mutandis.
Signatures
We, the undersigned, confirm that the Bank provided us with a copy of this Application and gave us a reasonable opportunity to review it before we signed it.
| Name of Customer 1 | This Application is signed on behalf of Customer 1 through the authorized signatories and on the dates specified below: | |||||||||||||
| Cognyte Software Ltd. | Name of Authorized Signatory | Identification No. | Date | Signature(s) of Authorized Signatory/Signatories + Stamp of Corporation | ||||||||||
| David Abadi | 30.12.2025 | /s/David Abadi /s/ Ilan Rotem | ||||||||||||
| Ilan Rotem | 30.12.2025 | |||||||||||||
| Name of Customer 2 | This Application is signed on behalf of Customer 2 through the authorized signatories and on the dates specified below: | |||||||||||||
| Cognyte Technologies Israel Ltd | Name of Authorized Signatory | Identification No. | Date | Signature(s) of Authorized Signatory/Signatories + Stamp of Corporation | ||||||||||
| David Abadi | 30.12.2025 | /s/David Abadi /s/ Ilan Rotem | ||||||||||||
| Ilan Rotem | 30.12.2025 | |||||||||||||
Lawyer’s confirmation
I, the undersigned, Liam Eckstein Adv., as legal counsel to Cognyte Technologies Israel Ltd. (the “Company”), hereby confirm that the Company signed upon the above document through its authorized signatory David Abadi and Ilan Rotem, according to a resolution duly adopted by the Board of Directors of the Company on 28.12.2025 and to its current constituting documents and I further confirm that the above signature is binding upon the Company for every intent and purpose.
Date 30.12.2025 | Stamp and Signature of legal counsel /s/ Liam Eckstein | |||||||||||||
I, the undersigned, Liam Eckstein Adv., as legal counsel to Cognyte Software Ltd. (the “Company”), hereby confirm that the Company signed upon the above document through its authorized signatory David Abadi and Ilan Rotem, according to a resolution duly adopted by the Board of Directors of the Company on 28.12.2025 and to its current constituting documents and I further confirm that the above signature is binding upon the Company for every intent and purpose.
Date 30.12.2025 | Stamp and Signature of legal counsel /s/ Liam Eckstein | |||||||||||||
AMENDMENT NO. 4 TO THE COMMITMENT LETTER
DATED DECEMBER 7, 2020
This amendment (the “Amendment No. 4”) to the Commitment Letter and Covenants Letter both dated December 27, 2020, and to Amendment No. 1, Amendment No. 2 and Amendment No. 3, is entered into with effect from December 30, 2025 (“Effective Date of Amendment No. 4”).
W I T N E S S E T H
WHEREAS, the Parties have executed a Commitment Letter and Covenants Letter both dated Decembers 20, 2020 as amended by Amendment No.1 on July 28, 2022, Amendment No. 2 on January 31, 2023, and Amendment No. 3 on December 31, 2023 (“Original Commitment Letter” or “OCL”).
WHEREAS, the Parties wish to amend the Original Commitment Letter as provided in this Amendment No. 4 with effect from the Effective Date of Amendment No. 4.
NOW THEREFORE, the OCL shall be amended as follows:
1. Defined Terms
Unless otherwise defined herein, capitalized terms used herein which are defined in the OCL herein as therein defined.
2. Amendments to the OCL
As of the Effective Date of Amendment No. 4, the OCL shall be amended as follows:
1.1The CF Term in Section 1.1 of the OCL shall be amended so that the term shall end on “January 31, 2028” (expire February 1, 2028) instead of “January 31, 2026” and the effectiveness of the Covenants Letter shall be extended as well.
3. Fees
The Borrower shall pay the following fees for this Amendment No. 4:
3.1 During the period from February 1, 2026 until January 31, 2028 the Unutilization Fee in Section 4.1 of the OCL shall be 0.3% per annum (instead of 0.75% until February 1, 2026).
3.2 An upfront non-refundable transaction/administrative fee of USD 25,000 (Twenty five thousand US Dollars), to be paid concurrently with the return of this Amendment No. 4 countersigned by the Borrower.
4. Effectiveness
This Amendment No. 4 shall become effective as of the Effective Date of Amendment No. 4.
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5. Continuing Effect of the OCL
This Amendment No. 4 shall not constitute an amendment or waiver of any other provision of the OCL not expressly referred to herein and shall not be construed as such.
Except as expressly amended herein, the provisions of the OCL are and shall remain in full force and effect.
BANK LEUMI LE-ISRAEL B.M.
By: ________________
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Bank Leumi le-Israel B.M.
Dear Sir/Madam,
We hereby confirm our agreement to the above and to entering into this Amendment No. 4 to the Original Commitment Letter dated December 27, 2020 (as amended).
Name: David Abadi Name: Ilan Rotem
Position: CFO Position: CLO
Signature: /s/ David Abadi Signature: /s/ Ilan Rotem
Date: Dec 30, 2025 Date: Dec 30, 2025
___________________________
Cognyte Technologies Israel Ltd. (“Company”)
Bank Leumi le-Israel B.M.
Dear Sir/Madam,
We hereby confirm our agreement to the above and to entering into this Amendment No. 4 to the Original Commitment Letter dated December 27, 2020 (as amended).
Signed by: /s/David Abadi
Name: David Abadi
Position: CFO
Signed by: /s/Ilan Rotem
Name: Ilan Rotem
Position: CLO
____________________________
Cognyte Software Ltd. (“Top Company”)
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I, the undersigned, Liam Eckstein, the lawyer acting for Cognyte Technologies Israel Ltd. (the “Company”), hereby confirm that the above signature composition binds the Borrower, and I confirm that the meeting of the board of directors of the Company dated 28.12.2025 was duly held and that the entry into this Amendment No. 4 to the Original Commitment Letter and the Covenants Letter dated December 27, 2020, by the Borrower, was approved by resolutions that were duly passed in accordance with the law and with the articles of association of the Company, and that the same have been duly signed by the Chairman of the meeting.
| 30.12.2025 | Liam | Eckstein | /s/Liam Eckstein , Adv. | |||||||||||||||||
| Date | Name | Surname | Signature | |||||||||||||||||
I, the undersigned, Liam Eckstein, the lawyer acting for Cognyte Software Ltd. (the “Top Company”), hereby confirm that the above signature composition binds the Borrower, and I confirm that the meeting of the board of directors of Top Company dated 28.12.2025 was duly held and that the entry into this Amendment No. 4 to the Original Commitment Letter and the Covenants Letter dated December 27, 2020, by Top Company, was approved by resolutions that were duly passed in accordance with the law and with the articles of association of Top Company, and that the same have been duly signed by the Chairman of the meeting.
| 30.12.2025 | Liam | Eckstein | /s/Liam Eckstein , Adv. | |||||||||||||||||
| Date | Name | Surname | Signature | |||||||||||||||||
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