Cognizant CEO exercises RSUs, withholds shares for tax

Cognizant Technology Solutions CEO Ravi Kumar Singisetti reported equity award activity involving restricted stock units and common shares.

Rhea-AI Filing Summary

Cognizant Technology Solutions CEO Ravi Kumar Singisetti reported equity award activity involving restricted stock units and common shares. On February 16, 2026, 5,777 restricted stock units were exercised and converted into 5,777 shares of Class A common stock at a stated price of $0.00 per share, reflecting vesting of a prior RSU grant. On the same date, 3,072 shares of Class A common stock were withheld at $66.55 per share to cover applicable taxes. After these transactions, he directly owned 77,914 shares of Class A common stock.

Insider Trade Summary

5,777 shares exercised/converted

Exercise 3 txns

Insider Singisetti Ravi Kumar

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,777	$0.00	$0.00
Exercise	Class A Common Stock	5,777	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	3,072	$66.55	$204K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 77,914 shares (Direct)

Footnotes (4)

1. F1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on February 16, 2023.
2. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
3. F3. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
4. F4. A total of 69,318 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.

FAQ

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What insider transactions did Cognizant (CTSH) disclose for its CEO?

Cognizant reported that CEO Ravi Kumar Singisetti exercised 5,777 restricted stock units into 5,777 Class A common shares. On the same date, 3,072 shares were withheld to satisfy tax obligations related to this vesting event under the company’s 2017 Incentive Award Plan.

How many Cognizant (CTSH) shares does the CEO own after this Form 4?

Following the reported transactions, CEO Ravi Kumar Singisetti directly owns 77,914 shares of Cognizant Class A common stock. This figure reflects the RSU conversion of 5,777 shares and the withholding of 3,072 shares to cover applicable tax liabilities on February 16, 2026.

What type of equity award vested for Cognizant (CTSH) CEO Ravi Kumar Singisetti?

The filing shows vesting of restricted stock units granted on February 16, 2023 under Cognizant’s 2017 Incentive Award Plan. Each RSU represents a contingent right to receive one share of Class A common stock, with quarterly vesting installments over three years until full vesting on February 16, 2026.

Why were some Cognizant (CTSH) shares withheld in the CEO’s Form 4?

The Form 4 states that 3,072 shares of Cognizant Class A common stock were withheld to pay applicable taxes. This tax-withholding disposition occurred in connection with the vesting and settlement of previously granted restricted stock units into common shares on February 16, 2026.

What was the original size and vesting schedule of the CEO’s RSU grant at Cognizant (CTSH)?

The CEO originally received 69,318 restricted stock units on February 16, 2023. These RSUs began vesting quarterly on May 16, 2023, with one-twelfth vesting on each quarterly date, and the remaining RSUs becoming fully vested on February 16, 2026, as disclosed in the footnotes.

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Accepted by SEC EDGAR 02/18/2026 - 04:06 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).

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^*

Singisetti Ravi Kumar

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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	02/16/2026		M		5,777(1)	A	(2)	80,986	D
Class A Common Stock	02/16/2026		F		3,072(3)	D	$66.55	77,914	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)	02/16/2026		M			5,777	(4)	(4)	Class A Common Stock	5,777	$0	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on February 16, 2023.

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. A total of 69,318 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Ravi Kumar Singisetti, by Power of Attorney	02/18/2026
	** 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.
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