Cognizant (CTSH) CPO reports RSU vesting and tax withholding in Form 4

Rhea-AI Filing Summary

Cognizant Technology Solutions’ Chief People Officer Kathryn Diaz reported routine equity compensation activity involving restricted stock units (RSUs) in Class A Common Stock. On June 1, 2026, RSUs vested and converted into a total of 2,135 shares of common stock in multiple tranches.

Of these newly issued shares, 1,071 shares were withheld at a price of $55.76 per share to cover applicable taxes, a non–open-market “F” code tax-withholding disposition. Following the transactions, Diaz directly holds 22,268 shares of Class A Common Stock.

Footnotes explain that these RSUs are part of larger grants of 8,919, 11,821, and 3,261 RSUs granted under the company’s 2023 Incentive Award Plan, vesting quarterly over three years through March 1, 2027 and March 1, 2029.

Insider Trade Summary

2,135 shares exercised/converted

Mixed 7 txns

Insider Diaz Kathryn

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	743	$0.00	--
Exercise	Restricted Stock Units	985	$0.00	--
Exercise	Restricted Stock Units	407	$0.00	--
Exercise	Class A Common Stock	743	$0.00	--
Exercise	Class A Common Stock	985	$0.00	--
Exercise	Class A Common Stock	407	$0.00	--
Tax Withholding	Class A Common Stock	1,071	$55.76	$60K

Holdings After Transaction: Restricted Stock Units — 2,230 shares (Direct, null); Class A Common Stock — 21,947 shares (Direct, null)

Footnotes (1)

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 February 28, 2024. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 8,919 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 such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027). A total of 11,821 RSUs were originally granted on February 25, 2026 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, 2026, 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 1, 2029). A total of 3,261 were originally granted on February 25, 2026 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, 2026, 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, 2029).

Key Figures

RSU shares converted: 2,135 shares Shares withheld for taxes: 1,071 shares at $55.76 Post-transaction holdings: 22,268 shares +2 more

5 metrics

RSU shares converted 2,135 shares Class A Common Stock received from RSU vesting on June 1, 2026

Shares withheld for taxes 1,071 shares at $55.76 Tax-withholding disposition (code F) on June 1, 2026

Post-transaction holdings 22,268 shares Direct Class A Common Stock held after transactions

2024 RSU grant size 8,919 RSUs Granted February 28, 2024, vesting quarterly to March 1, 2027

2026 RSU grant sizes 11,821 and 3,261 RSUs Granted February 25, 2026, vesting quarterly to March 1, 2029

Key Terms

Restricted Stock Units, tax-withholding disposition, 2023 Incentive Award Plan, derivative exercise/conversion

4 terms

Restricted Stock Units financial

"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 1/12th of the restricted stock unit award"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

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

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

2023 Incentive Award Plan financial

"A total of 8,919 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan"

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion for RSUs converting into Class A Common Stock"

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Diaz Kathryn

(Last) (First) (Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

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

(Street)

TEANECK NEW JERSEY 07666

(City) (State) (Zip)

UNITED STATES

(Country)

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 People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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	06/01/2026		M		743(1)	A	(2)	21,947	D
Class A Common Stock	06/01/2026		M		985(3)	A	(2)	22,932	D
Class A Common Stock	06/01/2026		M		407(4)	A	(2)	23,339	D
Class A Common Stock	06/01/2026		F		1,071(5)	D	$55.76	22,268	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)	06/01/2026		M			743	(6)	(6)	Class A Common Stock	743	$0	2,230	D
Restricted Stock Units	(2)	06/01/2026		M			985	(7)	(7)	Class A Common Stock	985	$0	10,836	D
Restricted Stock Units	(2)	06/01/2026		M			407	(8)	(8)	Class A Common Stock	407	$0	2,854	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 February 28, 2024.

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 1/12th of the RSU award granted on February 25, 2026.

4. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.

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

6. A total of 8,919 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 such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027).

7. A total of 11,821 RSUs were originally granted on February 25, 2026 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, 2026, 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 1, 2029).

8. A total of 3,261 were originally granted on February 25, 2026 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, 2026, 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, 2029).

Remarks:

	/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney	06/03/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Cognizant (CTSH) executive Kathryn Diaz report in this Form 4?

Diaz reported RSU vesting into common shares and related tax withholding. RSUs converted into 2,135 Class A shares, with 1,071 shares withheld to cover taxes, leaving her with 22,268 directly held shares after the transactions.

How many Cognizant (CTSH) shares were withheld for taxes in this filing?

The filing shows 1,071 Class A Common Shares withheld at $55.76 per share for taxes. This “F” code transaction is not an open-market sale but a share reduction to satisfy tax obligations arising from RSU vesting.

How many Cognizant (CTSH) shares does Kathryn Diaz hold after these transactions?

After the reported RSU vesting and tax withholding, Diaz directly holds 22,268 shares of Cognizant Class A Common Stock. This figure reflects her updated direct ownership following the June 1, 2026 equity compensation events.

What RSU grants are referenced in Kathryn Diaz’s Cognizant (CTSH) Form 4?

The filing references RSU grants of 8,919 units from February 28, 2024 and grants of 11,821 and 3,261 units from February 25, 2026. These awards vest quarterly over three years under Cognizant’s 2023 Incentive Award Plan.

Is Kathryn Diaz’s Cognizant (CTSH) Form 4 a market sale of shares?

No, the filing records RSU vesting and tax withholding, not an open-market sale. Code “F” indicates 1,071 shares were withheld to pay taxes, while “M” transactions show RSUs converting into 2,135 common shares at a $0.00 exercise price.

Over what period do these Cognizant (CTSH) RSU awards vest?

Footnotes state the 8,919 RSUs vest quarterly from June 1, 2024 to March 1, 2027, while the 11,821 and 3,261 RSU grants vest quarterly from June 1, 2026, fully vesting by March 1, 2029 under the 2023 Incentive Award Plan.