Cognizant (CTSH) CLO gains shares from RSU vesting, withholds for tax

Rhea-AI Filing Summary

Cognizant Technology Solutions chief legal and accounting officer John Sunshin Kim reported RSU vesting and related share movements. On March 1, 2026, he acquired Class A common shares through the exercise of two restricted stock unit awards and disposed of shares solely to cover taxes. The RSUs stem from original grants of 15,290 and 11,467 units granted on February 28, 2024 under the 2023 Incentive Award Plan, which vest quarterly through March 1, 2027. Shares withheld in the Form 4 were used to pay applicable tax obligations, not for an open-market sale.

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^*

Kim John Sunshin

(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)
	CLO, CAO & Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		1,274(1)	A	(2)	34,104	D
Class A Common Stock	03/01/2026		M		956(3)	A	(2)	35,060	D
Class A Common Stock	03/01/2026		F		1,196(4)	D	$64.43	33,864	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)	03/01/2026		M			1,274	(5)	(5)	Class A Common Stock	1,274	$0	5,097	D
Restricted Stock Units	(2)	03/01/2026		M			956	(6)	(6)	Class A Common Stock	956	$0	1,913	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 2/3rds of 1/8th of the RSU award granted on February 28, 2024.

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

5. A total of 15,290 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).

6. A total of 11,467 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).

Remarks:

	/s/ Melissa Glass, on behalf of John Kim, by Power of Attorney	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Cognizant (CTSH) disclose for John Sunshin Kim?

The filing shows John Sunshin Kim acquired Cognizant Class A shares from vesting restricted stock units and disposed of some shares to cover taxes. All movements on March 1, 2026 relate to prior RSU grants under the 2023 Incentive Award Plan, not open-market trades.

How many Cognizant (CTSH) RSUs were originally granted to John Sunshin Kim?

Kim received 15,290 RSUs and 11,467 RSUs on February 28, 2024 under Cognizant’s 2023 Incentive Award Plan. These awards vest in scheduled quarterly installments over three years, ending March 1, 2027, creating multiple future dates when units convert into Class A common stock.

What vesting schedule applies to John Kim’s Cognizant (CTSH) RSU awards?

One 15,290-unit RSU grant vests in equal 1/12th installments each quarter from June 1, 2024 to March 1, 2027. The 11,467-unit grant vests using a more complex 12-date schedule with different fractions, also completing on March 1, 2027, according to the Form 4 footnotes.

Were John Kim’s Cognizant (CTSH) share disposals open-market sales?

No. The Form 4 states the Class A Common Stock disposed of was withheld to pay applicable taxes. The transaction code “F” and footnote confirm these shares were surrendered for tax obligations, not sold on the open market for investment or trading purposes.

What price per share was used for Cognizant (CTSH) tax withholding shares?

The tax-withholding disposition used a price of $64.43 per share for Cognizant Class A Common Stock. This value appears in the non-derivative transaction coded “F,” which represents payment of tax liability by delivering shares rather than using cash to satisfy the obligation.