[Form 3] Cognizant Technology Solutions Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

On 07/01/2025, PNC Financial Services Group director Douglas A. Dachille acquired 66 phantom stock units at $192.52 each through the company's Deferred Compensation Plan, increasing his indirect phantom position to 122 units.

The filing also shows the director continues to hold 1,207 deferred stock units (DSUs) granted under the Directors Deferred Stock Unit Program, which convert into one share of PNC common stock (or cash equivalent) upon retirement. No open-market purchases or sales of PNC common stock were reported, and the phantom units carry no expiration date.

• Insider: Douglas A. Dachille – Director
• Transaction code: A (automatic acquisition under plan)
• Security type: Phantom stock unit (cash-settled, 1-for-1 with common shares)
• Total phantom units after transaction: 122
• Total DSUs currently held: 1,207

The transaction is routine, low in dollar value (≈ $13 k) and executed under a compensation plan, implying neutral market impact for investors.

Insights

Financial Analyst

TL;DR: Small, plan-based insider acquisition is immaterial to PNC’s valuation; neutral signal.

The purchase of 66 phantom stock units—worth roughly $13 k—represents a <1% change in Mr. Dachille's derivative holdings and is executed automatically under PNC's deferred compensation scheme. Because the units settle in cash and do not require open-market buying, the transaction neither tightens share float nor indicates a discretionary bullish stance. For a $60 bn-plus bank, this filing is administratively important but financially negligible.

Corporate Governance Expert

TL;DR: Routine deferred-compensation allocation; governance posture unchanged; no red or green flags.

Form 4 confirms that the director remains compliant with Section 16 reporting and continues to accumulate equity-linked compensation in line with board policy. The absence of open-market selling and the modest increase in phantom units suggest no adverse information asymmetry. Overall board alignment with shareholder interests is unaffected, keeping governance risk stable.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Kerdman Alina

(Last) (First) (Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE 36, 6 FL.

(Street)

TEANECK NJ 07666

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2025

3. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Controller & CAO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	439	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Class A Common Stock	705	(2)	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	1,390	(2)	D
Restricted Stock Units	(4)	(4)	Class A Common Stock	139	(2)	D
Restricted Stock Units	(5)	(5)	Class A Common Stock	2,195	(2)	D

Explanation of Responses:

1. A total of 2,817 restricted stock units ("RSUs") were originally granted on February 16, 2023 under the Cognizant Technology Solutions Corporation (the "Company") 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. A total of 2,382 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027).

4. A total of 331 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2027).

5. A total of 2,394 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, with 1/12th of such RSUs vesting on each quarterly vesting date so that the RSUs will be fully vested on the twelfth quarterly vesting date (March 15, 2028).

Remarks:

Ms. Kerdman was appointed SVP, Controller and Chief Accounting Officer of the Company on July 1, 2025. Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Kelli Arman, on behalf of Alina Kerdman, by Power of Attorney	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many phantom stock units did PNC director Douglas A. Dachille acquire?

66 phantom stock units were acquired on 07/01/2025.

At what price were the phantom stock units valued in the Form 4 filing for PNC (PNC)?

The units were priced at $192.52 each.

What is the total number of phantom stock units Douglas A. Dachille owns after the transaction?

His indirect holding rose to 122 phantom units.

How many deferred stock units (DSUs) does the PNC director currently hold?

Mr. Dachille holds 1,207 DSUs under the Directors Deferred Stock Unit Program.

Does this Form 4 indicate any open-market buying or selling of PNC common shares?

No. The filing only reports plan-based phantom and deferred stock units; no common share trades occurred.