[Form 4] COGNIZANT TECHNOLOGY SOLUTIONS CORP Insider Trading Activity

Rhea-AI Filing Summary

Cognizant Technology Solutions senior vice president, controller and chief accounting officer Alina Kerdman reported routine equity compensation activity tied to restricted stock units. On June 1, 2026, RSUs vested and were converted into Class A common shares, reflected as multiple derivative exercises.

From these vested shares, 207 shares were withheld at $55.76 per share to cover tax obligations, and 146 shares were sold in an open-market transaction at $56.41 per share. The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 19, 2025, indicating the disposition was scheduled in advance rather than timed opportunistically.

Insights

Equity compensation and governance analyst

Filing shows scheduled RSU vesting, tax withholding and a small pre-planned sale.

Alina Kerdman, an executive at Cognizant Technology Solutions, reported RSU vesting that converted into Class A common stock, followed by tax withholding and a modest open-market sale. The Form 4 indicates these events stem from previously granted equity awards under the company’s incentive plan.

Shares withheld for taxes (code F) are a standard mechanism, not an open-market sale, while the 146-share sale at $56.41 per share was executed under a Rule 10b5-1 trading plan adopted on August 19, 2025. Such plans are typically established in advance and make the timing of trades less informative about the insider’s current view of the stock.

Overall, the pattern—RSU vesting (code M), tax withholding, and a relatively small, pre-planned sale—resembles routine compensation and liquidity management rather than a thesis-changing move. The filing does not show remaining derivative positions, suggesting the visible activity mainly reflects ongoing vesting schedules already in place.

Insider Trade Summary 10b5-1

Net Seller: 146 shares ($8,236)

Net Sell 8 txns

Insider Kerdman Alina

Role SVP, Controller & CAO

Sold 146 shs ($8K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	198	$0.00	--
Exercise	Restricted Stock Units	14	$0.00	--
Exercise	Restricted Stock Units	407	$0.00	--
Exercise	Class A Common Stock	198	$0.00	--
Exercise	Class A Common Stock	14	$0.00	--
Exercise	Class A Common Stock	407	$0.00	--
Tax Withholding	Class A Common Stock	207	$55.76	$12K
Sale	Class A Common Stock	146	$56.41	$8K

Holdings After Transaction: Restricted Stock Units — 596 shares (Direct, null); Class A Common Stock — 921 shares (Direct, null)

Footnotes (1)

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. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 28, 2024. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026. 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 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). 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). A total of 4,891 RSUs were originally granted on February 25, 2026 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, 2026, 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, 2029).

Key Figures

Open-market sale: 146 shares at $56.41 Tax withholding shares: 207 shares at $55.76 RSU conversion 1: 407 shares +5 more

8 metrics

Open-market sale 146 shares at $56.41 Class A Common Stock sale on June 1, 2026

Tax withholding shares 207 shares at $55.76 Shares withheld to pay applicable taxes

RSU conversion 1 407 shares Class A Common Stock from RSU vesting on June 1, 2026

RSU conversion 2 14 shares Additional Class A Common Stock from RSU vesting

RSU conversion 3 198 shares Further Class A Common Stock from RSU vesting

Original RSU grant 2,382 RSUs Granted February 28, 2024; vests quarterly through March 1, 2027

Additional RSU grant 331 RSUs Granted February 28, 2024; complex quarterly vesting schedule to March 1, 2027

Newer RSU grant 4,891 RSUs Granted February 25, 2026; vests quarterly to March 1, 2029

Key Terms

Restricted Stock Units, Rule 10b5-1 trading plan, tax-withholding disposition, Incentive Award Plan

4 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" and footnotes describing RSU grants and vesting"

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 on August 19, 2025."

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

"transaction_action: "tax-withholding disposition" and footnote stating shares 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.

Incentive Award Plan financial

"RSUs were originally granted under the Company's 2023 Incentive Award Plan and began vesting in quarterly installments over three years."

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 →

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)
06/01/2026

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	06/01/2026		M		198(1)	A	(2)	921	D
Class A Common Stock	06/01/2026		M		14(3)	A	(2)	935	D
Class A Common Stock	06/01/2026		M		407(4)	A	(2)	1,342	D
Class A Common Stock	06/01/2026		F		207(5)	D	$55.76	1,135	D
Class A Common Stock	06/01/2026		S(6)		146	D	$56.41	989	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)	06/01/2026		M			198	(7)	(7)	Class A Common Stock	198	$0	596	D
Restricted Stock Units	(2)	06/01/2026		M			14	(8)	(8)	Class A Common Stock	14	$0	42	D
Restricted Stock Units	(2)	06/01/2026		M			407	(9)	(9)	Class A Common Stock	407	$0	4,484	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 1/3rd of 1/8th of the RSU award granted on February 28, 2024.

4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.

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

6. 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.

7. 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).

8. 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).

9. A total of 4,891 RSUs were originally granted on February 25, 2026 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, 2026, 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, 2029).

Remarks:

	/s/ Melissa Glass, on behalf of Alina Kerdman, by Power of Attorney	06/03/2026
	** 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).
** 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)