Cognizant (CTSH) Form 144: Proposed Sale of 6,965 Common Shares

Rhea-AI Filing Summary

Form 144 filing for Cognizant Technology Solutions (CTSH) reports a proposed sale of 6,965 shares of Common stock through Morgan Stanley Smith Barney LLC with an approximate aggregate market value of $504,823.20. The filing lists total shares outstanding as 488,395,937 and an approximate sale date of 08/28/2025. The shares were acquired in four transactions: restricted stock on 06/02/2021 (2,787 shares) and 06/06/2024 (885 shares), and exercised shares on 05/27/2021 (2,609 shares) and 05/17/2022 (684 shares). The filer states there were no securities sold in the past three months and includes the required representation that the selling person knows of no undisclosed material adverse information.

Insights

Securities Analyst

TL;DR: Insider intends to sell a small block of shares worth ~$505k; transaction appears routine and non-material to company valuation.

The notice documents a proposed sale of 6,965 common shares through a broker, representing roughly 0.0014% of the reported outstanding shares (6,965 of 488,395,937). Acquisition dates span 2021–2024 and include restricted stock grants and option exercises, indicating the shares derive from typical compensation events rather than an external purchase. There are no reported sales in the prior three months. From a market-impact perspective, the size of the sale relative to total shares outstanding is negligible; the filing contains standard Rule 144 certifications but no new operational or financial information about the issuer.

Corporate Governance Expert

TL;DR: Filing is a standard insider sale notice with customary representations; it raises no governance red flags on its face.

The Form 144 lists the broker, number of shares, acquisition history, and sale date, and includes the signature representation required under Rule 144. The mix of restricted stock and exercised shares is consistent with executive compensation vesting and option exercises. The absence of recent sales in the prior three months is noted. The document does not disclose any adopted trading plan or 10b5-1 instruction date; no material adverse information is asserted. Based solely on the filing, there are no governance concerns evident.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	6965	504823.20	488395937	08/28/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/02/2021	Restricted Stock	Issuer			2787	06/02/2021	Not Applicable
Common	05/27/2021	Exercised Shares	Issuer			2609	05/27/2021	Cash
Common	05/17/2022	Exercised Shares	Issuer			684	05/17/2022	Cash
Common	06/06/2024	Restricted Stock	Issuer			885	06/06/2024	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is being reported in the CTSH Form 144 filing?

The filing reports a proposed sale of 6,965 shares of common stock via Morgan Stanley Smith Barney LLC with an aggregate market value of $504,823.20.

When is the approximate sale date listed in the Form 144 for CTSH?

The approximate date of sale is listed as 08/28/2025.

How many shares outstanding does the filing report for CTSH?

The filing reports 488,395,937 shares outstanding.

What were the acquisition types and dates for the shares to be sold?

Shares were acquired as restricted stock on 06/02/2021 (2,787) and 06/06/2024 (885), and via exercise on 05/27/2021 (2,609) and 05/17/2022 (684).

Were there any securities sold by the same person in the past three months?

The filing states "Nothing to Report" for securities sold during the past three months.