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

Rhea-AI Filing Summary

Cognizant Technology Solutions Chief Financial Officer Jatin P. Dalal reported routine equity compensation activity. On March 1, 2026, 1,964 restricted stock units vested, each converting into one share of Class A common stock, increasing his directly held common stock to 39,552 shares and RSUs to 7,858 units. To cover applicable taxes on this vesting, 1,091 shares of Class A common stock were withheld at a price of $64.43 per share, leaving Dalal with 38,461 directly owned Class A common shares after the tax-withholding disposition. The RSUs originated from a 23,572-unit award granted on February 28, 2024, which vests in equal quarterly installments through March 1, 2027.

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^*

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.
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FAQ

What insider transactions did CTSH CFO Jatin P. Dalal report on this Form 4?

CFO Jatin P. Dalal reported vesting of 1,964 restricted stock units into Class A common shares and a related tax-withholding disposition of 1,091 shares. These actions reflect routine equity compensation vesting and associated tax settlement rather than open-market purchases or sales.

How many Cognizant (CTSH) shares does Jatin P. Dalal hold after the reported transactions?

After the reported transactions, Jatin P. Dalal directly holds 38,461 shares of Cognizant Class A common stock and 7,858 restricted stock units. These figures reflect both the newly vested 1,964 shares and the 1,091 shares withheld to pay applicable taxes on the vesting event.

Were the CTSH Form 4 transactions by Jatin P. Dalal open-market buys or sells?

The transactions were not open-market buys or sells. They involved the exercise and conversion of 1,964 restricted stock units into common shares and the withholding of 1,091 shares to satisfy tax liabilities, which is described as a tax-withholding disposition.

What is the origin and vesting schedule of Jatin P. Dalal’s CTSH RSU award?

Dalal’s RSU award originally comprised 23,572 units granted on February 28, 2024 under Cognizant’s 2023 Incentive Award Plan. The award vests in 12 equal quarterly installments beginning June 1, 2024, with full vesting expected on the twelfth vesting date, March 1, 2027.

At what price were Cognizant (CTSH) shares withheld for Jatin P. Dalal’s tax obligations?

To pay applicable taxes on the RSU vesting, 1,091 shares of Cognizant Class A common stock were withheld at a price of $64.43 per share. This tax-withholding disposition reduced Dalal’s directly held common stock balance from 39,552 shares to 38,461 shares.

What does each Cognizant RSU reported by Jatin P. Dalal represent?

Each restricted stock unit represents a contingent right to receive one share of Cognizant’s Class A common stock. As RSUs vest, they convert into actual shares, as seen when 1,964 RSUs vested and became 1,964 Class A common shares on the reported vesting date.