Cognizant (NASDAQ: CTSH) HR chief nets RSUs, withholds shares for tax

Rhea-AI Filing Summary

Cognizant Technology Solutions’ Chief People Officer Kathryn Diaz reported routine equity compensation activity. On February 16, 2026, 377 shares of Class A common stock were delivered upon vesting of previously granted restricted stock units. Of these, 201 shares were withheld at a price of $66.55 per share to cover taxes, leaving her with 18,247 directly held shares after the transactions.

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^*

Diaz Kathryn

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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	02/16/2026		M		377(1)	A	(2)	18,448	D
Class A Common Stock	02/16/2026		F		201(3)	D	$66.55	18,247	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)	02/16/2026		M			377	(4)	(4)	Class A Common Stock	377	$0	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on February 16, 2023.

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 4,520 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney	02/18/2026
	** 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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** 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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FAQ

What insider transaction did Cognizant (CTSH) disclose for Kathryn Diaz?

Cognizant’s Chief People Officer Kathryn Diaz reported RSU vesting that delivered 377 Class A shares. A portion of these shares was then withheld to satisfy tax obligations, reflecting standard executive equity compensation practices rather than an open-market purchase or sale.

How many Cognizant (CTSH) shares vested for Kathryn Diaz in this Form 4?

A total of 377 shares of Cognizant Class A common stock vested for Kathryn Diaz from a restricted stock unit award. These shares came from RSUs granted in February 2023 that vested over three years under the company’s 2017 Incentive Award Plan.

Were any Cognizant (CTSH) shares sold on the market in this Form 4?

No open-market sale occurred. Of the 377 vested shares, 201 were withheld by Cognizant at $66.55 per share to pay applicable taxes. This tax-withholding disposition is an administrative transaction, not a discretionary sale into the open market.

How many Cognizant (CTSH) shares does Kathryn Diaz own after these transactions?

After the reported RSU vesting and tax withholding, Kathryn Diaz directly owns 18,247 shares of Cognizant Class A common stock. This figure reflects her updated direct beneficial ownership following the equity compensation events on February 16, 2026.

What was the original size and vesting schedule of Kathryn Diaz’s Cognizant RSU grant?

The original award was 4,520 restricted stock units granted on February 16, 2023. These RSUs vested in quarterly installments over three years, with one-twelfth vesting each quarter and the remaining units fully vested on February 16, 2026, under Cognizant’s 2017 Incentive Award Plan.