Cognizant (NASDAQ: CTSH) CFO holds 54,026 shares after award vesting

Rhea-AI Filing Summary

Cognizant Technology Solutions’ Chief Financial Officer Jatin P. Dalal reported equity award vesting and related share movements. On March 15, 2026, he acquired a total of 31,340 shares of Class A Common Stock through the vesting and settlement of restricted stock units (RSUs) and performance stock units (PSUs).

The RSUs and PSUs converted into an equal number of common shares at an exercise price of $0.00 per share, reflecting compensation rather than open‑market purchases. To cover applicable taxes, 16,785 shares of Class A Common Stock were withheld at $60.37 per share.

After these transactions, Dalal directly owns 54,026 shares of Cognizant Class A Common Stock. The filing shows routine equity compensation vesting and tax withholding, with no open‑market buying or selling.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dalal Jatin P

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/15/2026		M		1,846(1)	A	(2)	41,317	D
Class A Common Stock	03/15/2026		M		973(3)	A	(2)	42,290	D
Class A Common Stock	03/15/2026		M		28,521(4)	A	(5)	70,811	D
Class A Common Stock	03/15/2026		F		16,785(6)	D	$60.37	54,026	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/15/2026		M			1,846	(7)	(7)	Class A Common Stock	1,846	$0	14,769	D
Restricted Stock Units	(2)	03/15/2026		M			973	(8)	(8)	Class A Common Stock	973	$0	3,892	D
Performance Stock Units	(5)	03/15/2026		M			28,521	(4)	(4)	Class A Common Stock	28,521	$0	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit ("RSU") award granted on March 3, 2025.

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

3. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on March 3, 2025.

4. Reflects the settlement, in shares of Class A Common Stock of the Company, of performance-based stock units ("PSUs"). The PSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan. The performance conditions were determined to be satisfied on February 25, 2026, and the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026.

5. Each PSU represents a contingent right to receive one share of Class A Common Stock of the Company.

6. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

7. A total of 22,153 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 such RSUs will be fully vested on the twelfth quarterly vesting date (March 15, 2028).

8. A total of 7,783 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 (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 15, 2028).

Remarks:

	/s/ Melissa Glass, on behalf of Jatin P. Dalal, by Power of Attorney	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What did Cognizant (CTSH) CFO Jatin Dalal report in this Form 4?

He reported equity awards vesting into common stock, not open-market trades. RSUs and PSUs converted into 31,340 Cognizant Class A Common shares as part of his compensation on March 15, 2026, with a portion withheld for taxes.

How many Cognizant (CTSH) shares did the CFO acquire from RSU and PSU vesting?

He acquired 31,340 Class A Common shares through RSU and PSU vesting. These came from restricted stock units and performance stock units that each convert into one share, reflecting scheduled compensation rather than discretionary stock purchases in the market.

How many Cognizant (CTSH) shares were withheld for taxes from the CFO’s awards?

A total of 16,785 Cognizant Class A Common shares were withheld to pay applicable taxes. The withholding price was $60.37 per share, treating these shares as payment of tax obligations rather than an open-market sale transaction.

What are the CFO’s Cognizant (CTSH) share holdings after these transactions?

After the vesting and tax withholding, Jatin Dalal directly holds 54,026 shares of Cognizant Class A Common Stock. This figure reflects his position following settlement of RSUs and PSUs and the associated share withholding for tax obligations.

Were any of the Cognizant (CTSH) CFO’s transactions open-market buys or sells?

No open-market buys or sells were reported. The transactions involved exercises of RSUs and PSUs into common shares and an F-code disposition where shares were withheld solely to satisfy tax liabilities, not discretionary selling into the market.