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Cognizant (CTSH) Chief People Officer logs RSU vesting and tax withholding in Form 4

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

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP Chief People Officer Kathryn Diaz reported routine equity compensation activity involving restricted stock units and related tax withholding. On June 15, 2026, 747 restricted stock units were exercised into Class A Common Stock as part of scheduled vesting from grants made on March 3, 2025, under the 2023 Incentive Award Plan. A total of 372 shares of Class A Common Stock were withheld at a price of $52.17 per share to cover applicable taxes, a non‑market tax-withholding disposition. Following these transactions, Diaz directly holds 22,643 shares of Class A Common Stock and 4,890 restricted stock units, which continue to vest over time through March 15, 2028.

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Insider Diaz Kathryn
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 698 $0.00 $0.00
Exercise Restricted Stock Units 49 $0.00 $0.00
Exercise Class A Common Stock 698 $0.00 $0.00
Exercise Class A Common Stock 49 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 372 $52.17 $19K
Holdings After Transaction: Restricted Stock Units — 5,140 shares (Direct); Class A Common Stock — 22,643 shares (Direct)
Footnotes (6)
  1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  3. F3. 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 March 3, 2025.
  4. F4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  5. F5. A total of 8,382 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).
  6. F6. A total of 598 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 (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 15, 2028).
RSUs exercised 747 units Restricted stock units converted to Class A Common Stock on June 15, 2026
Shares withheld for taxes 372 shares at $52.17 Tax-withholding disposition of Class A Common Stock on June 15, 2026
Common shares held after transactions 22,643 shares Direct holdings of Class A Common Stock following June 15, 2026 transactions
RSUs remaining after transactions 4,890 units Restricted stock units outstanding after June 15, 2026
Original RSU grant 1 8,382 units RSUs granted March 3, 2025 vesting quarterly from June 15, 2025 to March 15, 2028
Original RSU grant 2 598 units RSUs granted March 3, 2025 with multi-stage quarterly vesting through March 15, 2028
Restricted Stock Units financial
"A total of 8,382 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan"
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.
tax-withholding disposition financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes."
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 exercise/conversion financial
"transaction_action": "derivative exercise/conversion"
contingent right financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock."
2023 Incentive Award Plan financial
"originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan"

FAQ

What insider transactions did CTSH Chief People Officer Kathryn Diaz report?
Kathryn Diaz reported scheduled equity compensation activity, including 747 restricted stock units vesting into Class A Common Stock and 372 shares withheld to cover taxes. These transactions are tied to prior RSU awards granted under Cognizant’s 2023 Incentive Award Plan.

Did Kathryn Diaz buy or sell Cognizant (CTSH) shares in the open market?
The filing shows no open-market buys or sells. Shares were acquired through RSU vesting and some shares were withheld by the company to pay taxes, a standard non-market mechanism rather than a discretionary stock sale by Diaz.

How many Cognizant (CTSH) shares does Kathryn Diaz hold after these transactions?
After the reported transactions, Kathryn Diaz directly holds 22,643 shares of Cognizant Class A Common Stock. She also holds 4,890 restricted stock units that are scheduled to vest over time under the company’s 2023 Incentive Award Plan.

What RSU awards underlie Kathryn Diaz’s June 15, 2026 CTSH Form 4 filing?
The transactions relate to RSU awards originally totaling 8,382 and 598 units granted on March 3, 2025. These awards vest in structured quarterly installments over three years, beginning June 15, 2025 and running through March 15, 2028, subject to their respective schedules.

What does the tax-withholding disposition in the CTSH Form 4 mean?
The tax-withholding disposition reflects 372 Cognizant shares withheld at $52.17 each to pay taxes on vested RSUs. This is an automatic mechanism where the company retains shares instead of Diaz paying cash, and it is not an open-market sale.

How many RSUs did Kathryn Diaz exercise in this Cognizant (CTSH) Form 4?
Diaz exercised a total of 747 restricted stock units into Cognizant Class A Common Stock. These RSUs represent previously granted compensation that vested according to preset schedules under the company’s 2023 Incentive Award Plan.

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Form 4 Insider Transactions: What Each Field Means →
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).
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*
Diaz Kathryn
(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)
Chief People Officer
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 Stock06/15/2026M698(1)A(2)22,966D
Class A Common Stock06/15/2026M49(3)A(2)23,015D
Class A Common Stock06/15/2026F372(4)D$52.1722,643D
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)06/15/2026M698 (5) (5)Class A Common Stock698$04,890D
Restricted Stock Units(2)06/15/2026M49 (6) (6)Class A Common Stock49$0250D
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 Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 3, 2025.
4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
5. A total of 8,382 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).
6. A total of 598 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 (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 15, 2028).
Remarks:
/s/ Melissa Glass, on behalf of Kathryn Diaz, 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)

Source: View Original Filing on SEC EDGAR