Cognizant (NASDAQ: CTSH) CPO Diaz details RSU vesting and share tax withholding

Rhea-AI Filing Summary

Cognizant Technology Solutions Chief People Officer Kathryn Diaz reported routine equity compensation activity tied to restricted stock units (RSUs). On March 1, 2026, 744 RSUs vested and were converted into 744 shares of Class A common stock, reflecting 1/12th of an award granted on February 28, 2024.

To cover taxes on this vesting, 386 shares of Class A common stock were withheld at a price of $64.43 per share. After these transactions, Diaz held 18,605 shares of Class A common stock directly and 2,973 RSUs, which continue to vest quarterly through March 1, 2027 under the company’s 2023 Incentive Award Plan.

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).

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 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)
	Chief People Officer

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		744(1)	A	(2)	18,991	D
Class A Common Stock	03/01/2026		F		386(3)	D	$64.43	18,605	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			744	(4)	(4)	Class A Common Stock	744	$0	2,973	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 the Company's Class A Common Stock withheld to pay applicable taxes.

4. A total of 8,919 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).

Remarks:

	/s/ Melissa Glass, on behalf of Kathryn Diaz, 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.
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FAQ

What did Cognizant (CTSH) executive Kathryn Diaz report in this Form 4?

Kathryn Diaz reported routine equity compensation activity from RSU vesting and related tax withholding. 744 restricted stock units vested into Class A shares, and a portion of those shares was withheld to satisfy tax obligations, with remaining shares retained as direct ownership.

How many Cognizant (CTSH) RSUs vested for Kathryn Diaz on March 1, 2026?

744 restricted stock units vested for Kathryn Diaz on March 1, 2026. These units represent 1/12th of an 8,919‑unit RSU award granted on February 28, 2024, scheduled to vest in equal quarterly installments over three years under Cognizant’s 2023 Incentive Award Plan.

How many Cognizant (CTSH) shares were withheld for taxes in this Form 4?

To cover taxes on the RSU vesting, 386 shares of Cognizant Class A common stock were withheld. The withholding occurred at a share price of $64.43, reflecting standard tax‑withholding disposition rather than an open‑market sale or discretionary trading by the executive.

What is Kathryn Diaz’s Cognizant (CTSH) share ownership after these transactions?

After the reported transactions, Kathryn Diaz directly holds 18,605 shares of Cognizant Class A common stock. She also continues to hold 2,973 restricted stock units, which may convert into additional shares as they vest according to the existing vesting schedule.

What is the size and vesting schedule of Kathryn Diaz’s Cognizant (CTSH) RSU grant?

Diaz originally received 8,919 RSUs on February 28, 2024 under Cognizant’s 2023 Incentive Award Plan. The grant vests in equal quarterly installments of 1/12th each, beginning June 1, 2024, with full vesting expected on the twelfth quarterly vesting date, March 1, 2027.

Does this Cognizant (CTSH) Form 4 show an open-market stock sale by Kathryn Diaz?

The Form 4 does not show an open‑market sale. It reports RSU vesting, conversion into common shares, and 386 shares withheld to pay applicable taxes, which is categorized as tax‑withholding disposition rather than a discretionary sale in the open market.