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[Form 4] COGNIZANT TECHNOLOGY SOLUTIONS CORP Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP senior executive Alina Kerdman, SVP, Controller & CAO, reported compensation-related equity activity and a small share sale in Class A Common Stock. On June 15, 2026, 199 restricted stock units vested into an equal number of shares under a March 3, 2025 RSU grant.

Of these shares, 65 were withheld to cover applicable taxes, and 133 shares were sold in an open-market transaction at $51.70 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025, indicating the timing was set in advance.

Following these transactions, Kerdman held 990 shares of Class A Common Stock directly, along with 1,397 remaining RSUs from the original 2,394-unit award that is scheduled to vest in quarterly installments through March 15, 2028.

Positive

  • None.

Negative

  • None.
Insider Kerdman Alina
Role SVP, Controller & CAO
Sold 133 shs ($7K)
Type Security Shares Price Value
Exercise Restricted Stock Units 199 $0.00 --
Exercise Class A Common Stock 199 $0.00 --
Tax Withholding Class A Common Stock 65 $52.17 $3K
Sale Class A Common Stock 133 $51.70 $7K
Holdings After Transaction: Restricted Stock Units — 1,397 shares (Direct, null); Class A Common Stock — 1,188 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 March 3, 2025. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025. 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 such RSUs will be fully vested on the twelfth quarterly vesting date (March 15, 2028).
Shares sold 133 shares Open-market sale of Class A Common Stock at $51.70 on June 15, 2026
Sale price $51.70 per share Price for 133-share open-market sale
Tax withholding shares 65 shares Shares withheld to pay applicable taxes on RSU vesting
RSUs vested 199 units Portion of RSU award vesting and converting to Class A Common Stock
Shares held after sale 990 shares Direct Class A Common Stock holdings following the reported transactions
Original RSU grant 2,394 RSUs Grant dated March 3, 2025 under the 2023 Incentive Award Plan
Remaining RSUs 1,397 RSUs Unvested RSUs after 199 units vested on June 15, 2025
Vesting schedule length 12 quarterly installments RSUs vest from June 15, 2025 through March 15, 2028
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 ("RSU") 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.
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class A Common Stock financial
"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the RSU award..."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
2023 Incentive Award Plan financial
"A total of 2,394 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan..."
vesting financial
"such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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SEC Form 4
FORM 4UNITED 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).
X
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*
Kerdman Alina

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Controller & CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/15/2026M199(1)A(2)1,188D
Class A Common Stock06/15/2026F65(3)D$52.171,123D
Class A Common Stock06/15/2026S(4)133D$51.7990D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)06/15/2026M199 (5) (5)Class A Common Stock199$01,397D
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 the Company's Class A Common Stock withheld to pay applicable taxes.
4. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025.
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 such RSUs will be fully vested on the twelfth quarterly vesting date (March 15, 2028).
Remarks:
/s/ Melissa Glass, on behalf of Alina Kerdman, by Power of Attorney06/17/2026
** Signature of Reporting PersonDate
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)