Cognizant (NASDAQ: CTSH) SVP trades RSU shares under 10b5-1 plan

Rhea-AI Filing Summary

Cognizant Technology Solutions SVP, Controller & CAO Alina Kerdman reported routine equity compensation activity and a small open-market sale. She exercised 207 restricted stock units (RSUs), receiving the same number of Class A Common shares as part of a vesting installment from an award granted on July 1, 2025.

Of these shares, 68 were withheld to cover taxes and 137 were sold at $39.82 per share in an open-market transaction executed under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, she holds 992 Class A Common shares directly and 830 RSUs that remain outstanding from the original 1,864-unit grant.

Insider Trade Summary 10b5-1

Net Seller: 137 shares ($5,455)

Net Sell 4 txns

Insider Kerdman Alina

Role SVP, Controller & CAO

Sold 137 shs ($5K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	207	$0.00	--
Exercise	Class A Common Stock	207	$0.00	--
Tax Withholding	Class A Common Stock	68	$38.73	$3K
Sale	Class A Common Stock	137	$39.82	$5K

Holdings After Transaction: Restricted Stock Units — 830 shares (Direct, null); Class A Common Stock — 1,197 shares (Direct, null)

Footnotes (1)

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/6th of the restricted stock unit ("RSU") award granted on July 1, 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 1,864 RSUs were originally granted on July 1, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in ten successive quarterly installments, commencing on October 1, 2025, with (i) 1/6th of such RSUs vesting on the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (January 1, 2028).

Key Figures

Shares sold: 137 shares Sale price: $39.82/share Tax withholding shares: 68 shares +4 more

7 metrics

Shares sold 137 shares Class A Common Stock sold at $39.82 on July 1, 2026

Sale price $39.82/share Open-market sale of 137 shares

Tax withholding shares 68 shares Shares withheld to pay applicable taxes

RSUs vested and exercised 207 RSUs/shares RSUs converted into Class A Common Stock on July 1, 2026

Shares held after transactions 992 shares Direct holdings of Class A Common Stock following transactions

Outstanding RSUs after transactions 830 RSUs Unvested/remaining units from the original grant

Original RSU grant size 1,864 RSUs Granted July 1, 2025 under 2023 Incentive Award Plan

Key Terms

Restricted Stock Units, Rule 10b5-1 trading plan, tax-withholding disposition, derivative security, +1 more

5 terms

Restricted Stock Units financial

"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 2/3rds of 1/6th 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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

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.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Incentive Award Plan financial

"granted on July 1, 2025 under the Company's 2023 Incentive Award Plan"

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:06 PM Accepted by SEC EDGAR 07/06/2026 - 04:05 PM Learn about SEC filing dates

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).

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		M		207(1)	A	(2)	1,197	D
Class A Common Stock	07/01/2026		F		68(3)	D	$38.73	1,129	D
Class A Common Stock	07/01/2026		S(4)		137	D	$39.82	992	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)	07/01/2026		M			207	(5)	(5)	Class A Common Stock	207	$0	830	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/6th of the restricted stock unit ("RSU") award granted on July 1, 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 1,864 RSUs were originally granted on July 1, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in ten successive quarterly installments, commencing on October 1, 2025, with (i) 1/6th of such RSUs vesting on the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (January 1, 2028).

Remarks:

	/s/ Melissa Glass, on behalf of Alina Kerdman, by Power of Attorney	07/06/2026
	** 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 Alina Kerdman report in this Form 4?

Alina Kerdman reported RSU vesting, tax withholding, and a small share sale. She exercised 207 RSUs into Class A shares, had 68 shares withheld for taxes, and sold 137 shares in the open market under a Rule 10b5-1 trading plan.

How many Cognizant (CTSH) shares did Alina Kerdman sell and at what price?

She sold 137 shares of Cognizant Class A Common Stock at $39.82 per share. The sale occurred on July 1, 2026 and was executed as an open-market transaction pursuant to a pre-arranged Rule 10b5-1 trading plan.

What RSU activity did the Cognizant (CTSH) Form 4 disclose for Alina Kerdman?

The filing shows 207 RSUs vested and converted into the same number of Class A shares. These RSUs are part of an original grant of 1,864 units that vests in ten quarterly installments under Cognizant’s 2023 Incentive Award Plan.

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

After the reported transactions, she holds 992 shares of Class A Common Stock directly and 830 RSUs outstanding. The remaining RSUs come from the original 1,864-unit award that continues vesting through January 1, 2028.

Was Alina Kerdman’s Cognizant (CTSH) share sale part of a trading plan?

Yes. The Form 4 states the share sale was executed under a Rule 10b5-1 trading plan adopted on August 19, 2025. Such plans pre-schedule trades, making the timing more routine and less discretionary for the insider.