Cognizant CFO Dalal vests RSUs, withholds shares for tax

Cognizant Technology Solutions Corp reports that Chief Financial Officer Jatin P. Dalal had 1,964 Restricted Stock Units vest on March 1, 2026, converting into an equal number of Class A Common shares.

Rhea-AI Filing Summary

Cognizant Technology Solutions Corp reports that Chief Financial Officer Jatin P. Dalal had 1,964 Restricted Stock Units vest on March 1, 2026, converting into an equal number of Class A Common shares. 1,091 shares at $64.4300 per share were withheld to cover taxes. After these transactions, he directly holds 38,461 shares of Class A Common Stock. The RSU award originally comprised 23,572 units granted on February 28, 2024, vesting in quarterly installments through March 1, 2027.

Insider Trade Summary

1,964 shares exercised/converted

Exercise 3 txns

Insider Dalal Jatin P

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,964	$0.00	$0.00
Exercise	Class A Common Stock	1,964	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,091	$64.43	$70K

Holdings After Transaction: Restricted Stock Units — 7,858 contracts (Direct); Class A Common Stock — 38,461 shares (Direct)

Footnotes (4)

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 February 28, 2024.
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 23,572 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).

Key Figures

RSUs vested: 1,964 RSUs Shares withheld for taxes: 1,091 shares Tax withholding price: $64.4300 per share +2 more

5 metrics

RSUs vested 1,964 RSUs Restricted Stock Units vested and converted into Class A Common Stock on March 1, 2026

Shares withheld for taxes 1,091 shares Class A Common Stock withheld to pay applicable taxes at $64.4300 per share

Tax withholding price $64.4300 per share Price used for tax-withholding disposition of Class A Common Stock

RSUs originally granted 23,572 RSUs RSU award granted February 28, 2024 under the 2023 Incentive Award Plan

Post-transaction common shares held 38,461 shares Class A Common Stock directly held by Jatin P. Dalal after reported transactions

Key Terms

Restricted Stock Units, tax-withholding disposition, 2023 Incentive Award Plan, quarterly vesting date

4 terms

Restricted Stock Units financial

"vesting of 1/12th of the restricted stock unit award granted on February 28, 2024"

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

"transaction_action is described as a tax-withholding disposition of Class A Common Stock"

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.

2023 Incentive Award Plan financial

"RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan"

quarterly vesting date financial

"RSUs began vesting in quarterly installments with 1/12th vesting on each quarterly vesting date"

FAQ

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

What RSUs vested for Cognizant (CTSH) CFO Jatin P. Dalal in this Form 4?

1,964 Restricted Stock Units vested for CFO Jatin P. Dalal on March 1, 2026, converting into an equal number of Class A Common shares. These units are part of a 23,572‑RSU award granted on February 28, 2024 under the 2023 Incentive Award Plan.

How many Cognizant (CTSH) shares were withheld for taxes in Jatin Dalal’s transaction?

The company withheld 1,091 shares of Class A Common Stock at $64.4300 per share to pay applicable taxes. These shares came from the RSU vesting, reflecting a tax-withholding disposition rather than an open-market sale.

What is the size and schedule of Jatin Dalal’s RSU grant at Cognizant (CTSH)?

Dalal received a grant of 23,572 RSUs on February 28, 2024 under Cognizant’s 2023 Incentive Award Plan. The award vests in quarterly installments over three years, with 1/12th vesting each quarter and full vesting expected by March 1, 2027.

How many Cognizant (CTSH) Class A shares does Jatin Dalal hold after this Form 4?

Following the reported RSU vesting and tax withholding, Jatin Dalal directly holds 38,461 shares of Cognizant’s Class A Common Stock. This post-transaction balance is reported as his canonical holding in the filing’s position summary.

Were Jatin Dalal’s Cognizant (CTSH) transactions under a Rule 10b5-1 plan?

No, the filing’s Rule 10b5-1 checkbox is unchecked, indicating these transactions were not affirmed as occurring under a Rule 10b5-1 trading plan. The reported activity reflects RSU vesting and related tax-withholding of shares.

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

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Accepted by SEC EDGAR 03/03/2026 - 04:10 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^*

Dalal Jatin P

(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 Financial 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		1,964(1)	A	(2)	39,552	D
Class A Common Stock	03/01/2026		F		1,091(3)	D	$64.43	38,461	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			1,964	(4)	(4)	Class A Common Stock	1,964	$0	7,858	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 23,572 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 Jatin P. Dalal, 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.
* 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).
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