Cognizant (CTSH) CLO Kim reports RSU vesting and tax-withheld shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions’ Chief Legal Officer, Chief Accounting Officer and Corporate Secretary John Sunshin Kim reported routine equity compensation activity. On June 15, 2026, 1,646 restricted stock units vested and were converted into Class A Common Stock, representing 1/12 of an RSU award granted on March 3, 2025. Of these shares, 888 were withheld to cover applicable taxes. After these transactions, Kim directly holds 43,780 shares of Class A Common Stock and 11,526 unvested RSUs that continue to vest quarterly through March 15, 2028.

Insider Trade Summary

1,646 shares exercised/converted

Mixed 3 txns

Insider Kim John Sunshin

Role CLO, CAO & Corporate Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,646	$0.00	--
Exercise	Class A Common Stock	1,646	$0.00	--
Tax Withholding	Class A Common Stock	888	$52.17	$46K

Holdings After Transaction: Restricted Stock Units — 11,526 shares (Direct, null); Class A Common Stock — 43,780 shares (Direct, null)

Footnotes (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. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 19,758 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).

Key Figures

RSUs vested: 1,646 units Shares withheld for taxes: 888 shares Common shares held after: 43,780 shares +2 more

5 metrics

RSUs vested 1,646 units Portion of March 3, 2025 RSU grant vesting on June 15, 2026

Shares withheld for taxes 888 shares Class A Common Stock withheld to cover tax obligations on RSU vesting

Common shares held after 43,780 shares Direct Class A Common Stock holdings following June 15, 2026 transactions

Unvested RSUs remaining 11,526 units Restricted Stock Units remaining after vesting under 2023 Incentive Award Plan

Original RSU grant 19,758 units RSUs granted March 3, 2025, vesting quarterly over three years

Key Terms

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

4 terms

Restricted Stock Units financial

"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 1/12th of the restricted stock unit award..."

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

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

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

"A total of 19,758 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan..."

quarterly vesting date financial

"RSUs began vesting in quarterly installments over three years, commencing on June 15, 2025..."

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Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:03 PM

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^*

Kim John Sunshin

(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)
	CLO, CAO & Corporate Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/15/2026		M		1,646⁽¹⁾	A	⁽²⁾	43,780	D
Class A Common Stock	06/15/2026		F		888⁽³⁾	D	$52.17	42,892	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/15/2026		M			1,646	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,646	$0	11,526	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 the Company's Class A Common Stock withheld to pay applicable taxes.

4. A total of 19,758 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).

Remarks:

	/s/ Melissa Glass, on behalf of John Kim, by Power of Attorney	06/17/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cognizant (CTSH) report for John Sunshin Kim?

Cognizant reported that John Sunshin Kim had 1,646 restricted stock units vest into Class A Common Stock, with 888 shares withheld to pay taxes. These are routine equity compensation-related transactions, not open-market purchases or sales.

Did the Cognizant (CTSH) officer buy or sell shares on the open market?

No open-market trades were reported. The Form 4 shows an RSU vesting and a related tax-withholding disposition, where 888 shares were withheld by the company to cover taxes, rather than sold in the market.

How many Cognizant (CTSH) shares does John Sunshin Kim hold after this Form 4?

After the reported transactions, John Sunshin Kim directly holds 43,780 shares of Cognizant Class A Common Stock and 11,526 unvested restricted stock units, which are scheduled to continue vesting quarterly under the company’s 2023 Incentive Award Plan.

What RSU award is vesting for the Cognizant (CTSH) insider?

Kim’s transactions relate to a 19,758-RSU award granted March 3, 2025. This award vests in 12 equal quarterly installments starting June 15, 2025, with 1/12 vesting each quarter until fully vested on March 15, 2028, subject to plan terms.

Why were 888 Cognizant (CTSH) shares withheld in this Form 4?

The 888 shares of Class A Common Stock were withheld to pay applicable taxes on the vesting of restricted stock units. This is a common, non-market mechanism companies use so executives can satisfy tax obligations without separately selling shares.