Cognizant (CTSH) CFO receives new RSU grants and PSUs

Rhea-AI Filing Summary

Dalal Jatin P reported acquisition or exercise transactions in this Form 4 filing.

Cognizant Technology Solutions’ Chief Financial Officer, Jatin P. Dalal, reported equity awards in the form of restricted and performance stock units.

He was granted 35,463 restricted stock units on February 25, 2026 under the 2023 Incentive Award Plan, vesting in twelve quarterly installments from June 1, 2026 through March 1, 2029. A separate grant of 12,228 restricted stock units will also vest in twelve quarterly installments over the same period, with varying quarterly percentages.

The filing also notes performance stock units from a February 28, 2024 grant, for which the Compensation and Human Capital Committee determined approximately 121% of the related performance criteria were achieved. Those performance units are scheduled to vest and settle in Class A common stock on March 15, 2026, if the CFO remains in service.

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)
02/25/2026

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

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	(1)	02/25/2026		A		35,463		(2)	(2)	Class A Common Stock	35,463	$0	35,463	D
Restricted Stock Units	(1)	02/25/2026		A		12,228		(3)	(3)	Class A Common Stock	12,228	$0	12,228	D
Performance Stock Units	(4)	02/25/2026		A		28,521		(5)	(5)	Class A Common Stock	28,521	$0	28,521	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").

2. A total of 35,463 RSUs were granted on February 25, 2026, under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with 1/12th of such RSUs first vesting on June 1, 2026, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2029).

3. A total of 12,228 RSUs were granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with (i) 1/8th of such RSUs vesting on each of June 1, 2026 and the next three quarterly anniversaries of such date; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the following four quarterly anniversaries of such date; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the following three quarterly anniversaries of such date; and (iv) the remainder of such RSUs vesting on the eleventh quarterly anniversary of such date (March 1, 2029).

4. Each performance-based stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock of the Company.

5. Represents 23,572 PSUs (a) that were originally granted on February 28, 2024, pursuant to the Company's 2023 Incentive Award Plan and (b) for which the Company's Compensation and Human Capital Committee (the "Committee") determined, on February 25, 2026, that approximately 121% of the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2026, provided that the Reporting Person remains in the Company's service through such date.

Remarks:

	/s/ Melissa Glass, on behalf of Jatin P. Dalal, by Power of Attorney	02/27/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Cognizant (CTSH) CFO Jatin Dalal report?

Cognizant’s CFO Jatin P. Dalal reported awards of restricted stock units and performance stock units. The grants were made under the company’s 2023 Incentive Award Plan and represent contingent rights to receive shares of Class A common stock, subject to multi-year vesting schedules and performance conditions.

How many Cognizant (CTSH) RSUs were granted to the CFO on February 25, 2026?

On February 25, 2026, the CFO received 35,463 restricted stock units and another 12,228 restricted stock units. Both grants were made under Cognizant’s 2023 Incentive Award Plan and will vest in twelve quarterly installments starting June 1, 2026 and ending March 1, 2029.

What is the vesting schedule for Jatin Dalal’s 35,463 Cognizant RSUs?

The 35,463 restricted stock units will vest in twelve successive quarterly installments. One-twelfth vests on June 1, 2026, with additional one-twelfth portions vesting on each quarterly anniversary, so that the award is fully vested on the twelfth quarterly vesting date, March 1, 2029.

How do the 12,228 Cognizant RSUs granted to the CFO vest over time?

The 12,228 restricted stock units vest in a tiered quarterly pattern over twelve quarters beginning June 1, 2026. Larger portions vest in the first four quarters, smaller fractions in the following seven quarters, and the remaining balance vests on the eleventh quarterly anniversary, ending March 1, 2029.

What performance outcome was certified for Cognizant CFO performance stock units?

For performance stock units originally granted on February 28, 2024, Cognizant’s Compensation and Human Capital Committee determined that approximately 121% of the related performance criteria had been satisfied. Based on that determination, the award is scheduled to vest and settle in Class A common stock on March 15, 2026, assuming continued service.

When will Cognizant CFO Jatin Dalal’s performance stock units vest?

The performance stock units tied to a February 28, 2024 grant are expected to vest and settle in Cognizant Class A common stock on March 15, 2026. This vesting is conditioned on the previously certified performance criteria and the CFO remaining in the company’s service through that date.