Cognizant (NASDAQ: CTSH) SVP sells shares after RSU vesting

Rhea-AI Filing Summary

Cognizant Technology Solutions SVP, Controller & CAO Alina Kerdman reported RSU vesting and related share sales. On March 1, 2026, 199 and 28 shares of Class A common stock were acquired upon vesting of previously granted restricted stock units. On the same day, 81 shares were withheld at $64.43 per share to cover taxes. On March 2, 2026, she sold 151 shares at an average price of $63.16 under a Rule 10b5-1 trading plan. After these transactions, she directly owned 625 shares of common stock, plus 794 and 56 RSUs representing additional contingent rights to shares.

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).

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 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)
	SVP, Controller & CAO

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		199(1)	A	(2)	829	D
Class A Common Stock	03/01/2026		M		28(3)	A	(2)	857	D
Class A Common Stock	03/01/2026		F		81(4)	D	$64.43	776	D
Class A Common Stock	03/02/2026		S(5)		151	D	$63.16	625	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			199	(6)	(6)	Class A Common Stock	199	$0	794	D
Restricted Stock Units	(2)	03/01/2026		M			28	(7)	(7)	Class A Common Stock	28	$0	56	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. 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.

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

7. 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).

Remarks:

	/s/ Melissa Glass, on behalf of Alina Kerdman, by Power of Attorney	03/03/2026
	** 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).
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FAQ

What did Cognizant (CTSH) insider Alina Kerdman report in this Form 4?

Alina Kerdman reported RSU vesting and related share activity. She acquired Class A shares from vesting RSUs, had some shares withheld for taxes, and sold additional shares pursuant to a pre-established Rule 10b5-1 trading plan.

How many Cognizant (CTSH) shares did Alina Kerdman sell in this filing?

She sold 151 shares of Cognizant Class A common stock. The sale occurred on March 2, 2026 at an average price of $63.16 per share and was executed under a Rule 10b5-1 trading plan adopted on August 19, 2025.

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

A total of 81 shares of Cognizant Class A common stock were withheld to pay applicable taxes. This withholding occurred on March 1, 2026 in connection with the vesting of restricted stock units and was priced at $64.43 per share.

What RSU vesting did Cognizant (CTSH) report for Alina Kerdman?

She received 199 and 28 shares of Class A common stock from RSU vesting tied to grants dated February 28, 2024. These RSUs vest in scheduled quarterly installments under Cognizant’s 2023 Incentive Award Plan through March 1, 2027.

How many Cognizant (CTSH) shares and RSUs does Alina Kerdman own after these transactions?

Following the reported transactions, she directly owned 625 shares of Cognizant Class A common stock. She also beneficially owned 794 restricted stock units from one grant and 56 restricted stock units from another, each representing a contingent right to one share.

What is the vesting schedule for the Cognizant (CTSH) RSUs held by Alina Kerdman?

One RSU grant of 2,382 units vests in equal twelfths quarterly from June 1, 2024 to March 1, 2027. Another grant of 331 units follows a more complex quarterly schedule, also culminating in full vesting on March 1, 2027.