Cognizant HR chief vests 749 RSUs into stock

CTSH’s Chief People Officer reported routine RSU vesting into common shares, with a portion withheld to cover taxes.

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that Chief People Officer Kathryn Diaz had previously granted restricted stock units vest on September 15, 2026, converting into 749 shares of Class A Common Stock (699 shares from one RSU award and 50 shares from another). In connection with this vesting, 373 shares of Class A Common Stock were withheld to pay applicable taxes. The RSUs stem from original grants of 8,382 RSUs and 598 RSUs made on March 3, 2025, which are scheduled to vest in quarterly installments through March 15, 2028. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

749 shares exercised/converted

Exercise 5 txns

Insider Diaz Kathryn

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F5	699	$0.00	$0.00
Exercise	Restricted Stock Units F2, F6	50	$0.00	$0.00
Exercise	Class A Common Stock F1, F2	699	--	--
Exercise	Class A Common Stock F3, F2	50	--	--
Tax Withholding	Class A Common Stock F4	373	$64.10	$24K

Holdings After Transaction: Restricted Stock Units — 4,391 contracts (Direct); Class A Common Stock — 24,086 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).

Key Figures

RSUs vested into Class A Common Stock: 749 shares Shares withheld for taxes: 373 shares Tax withholding reference price: $64.10 per share +2 more

5 metrics

RSUs vested into Class A Common Stock 749 shares RSU vesting and conversion on September 15, 2026 for Chief People Officer

Shares withheld for taxes 373 shares Class A Common Stock withheld to pay applicable taxes at vesting

Tax withholding reference price $64.10 per share Value used for 373 shares withheld to pay applicable taxes

Original RSU grant size (primary award) 8,382 RSUs Granted March 3, 2025 under 2023 Incentive Award Plan, vesting quarterly

Original RSU grant size (secondary award) 598 RSUs Granted March 3, 2025 under 2023 Incentive Award Plan, vesting quarterly with tiered fractions

Key Terms

Restricted Stock Units, vesting, withheld to pay applicable taxes, 2023 Incentive Award Plan, +1 more

5 terms

Restricted Stock Units financial

"security titled "Restricted Stock Units" converting into Class A Common Stock"

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.

vesting financial

"received from the vesting of 1/12th of the restricted stock unit award"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

withheld to pay applicable taxes financial

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

2023 Incentive Award Plan financial

"originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan"

Rule 10b5-1 regulatory

"document-level Rule 10b5-1 checkbox not affirmed for these transactions"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CTSH disclose about Kathryn Diaz’s RSU vesting on September 15, 2026?

CTSH disclosed that 749 RSUs vested for Chief People Officer Kathryn Diaz on September 15, 2026, converting into the same number of Class A Common shares from two March 3, 2025 RSU awards, as part of their scheduled quarterly vesting.

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

The filing states that 373 shares of Cognizant Class A Common Stock were withheld to pay applicable taxes, at a per-share value of $64.10, in connection with the RSU vesting reported for September 15, 2026.

What are the original RSU grant sizes reported for CTSH’s Chief People Officer?

One RSU grant to the Chief People Officer totaled 8,382 RSUs, and a second grant totaled 598 RSUs, both granted on March 3, 2025 under Cognizant’s 2023 Incentive Award Plan with vesting scheduled over three years.

Over what period do the CTSH RSU awards reported here vest?

The 8,382 RSU award vests in quarterly installments over three years, beginning June 15, 2025, with 1/12th vesting on each quarterly date through March 15, 2028. The 598 RSU award also vests quarterly with tiered fractions through March 15, 2028.

Were the CTSH Form 4 transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates no Rule 10b5-1 trading plan for these transactions; the document-level 10b5-1 checkbox is shown as not affirmed, and the footnotes describe vesting mechanics but do not reference any trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/17/2026 - 04:04 PM Accepted by SEC EDGAR 09/17/2026 - 04:03 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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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	09/15/2026		M		699(1)	A	(2)	24,409	D
Class A Common Stock	09/15/2026		M		50(3)	A	(2)	24,459	D
Class A Common Stock	09/15/2026		F		373(4)	D	$64.1	24,086	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)	09/15/2026		M			699	(5)	(5)	Class A Common Stock	699	$0	4,191	D
Restricted Stock Units	(2)	09/15/2026		M			50	(6)	(6)	Class A Common Stock	50	$0	200	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 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 Attorney	09/17/2026
	** 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)