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Cognizant (CTSH) Chief People Officer details RSU vesting in Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cognizant Technology Solutions Corporation’s Chief People Officer, Kathryn Diaz, reported routine equity compensation activity. On December 15, 2025, she acquired 698 shares and 75 shares of Class A common stock upon vesting of restricted stock units (RSUs) granted on March 3, 2025 under the company’s 2023 Incentive Award Plan. The filing notes complex quarterly vesting schedules that run through March 15, 2028.

To cover taxes from these vestings, 392 shares were withheld at a price of $83.94 per share. After these transactions, Diaz beneficially owns 18,071 shares of Class A common stock, along with 6,287 and 374 RSUs from the two awards, all held directly.

Positive

  • None.

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Insider Diaz Kathryn
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 698 $0.00 --
Exercise Restricted Stock Units 75 $0.00 --
Exercise Class A Common Stock 698 $0.00 --
Exercise Class A Common Stock 75 $0.00 --
Tax Withholding Class A Common Stock 392 $83.94 $33K
Holdings After Transaction: Restricted Stock Units — 6,287 shares (Direct); Class A Common Stock — 18,388 shares (Direct)
Footnotes (1)
  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 Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on March 3, 2025. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 8,382 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). A total of 598 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 (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 15, 2028).
Form 4 Insider Transactions: What Each Field Means →
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*
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)
12/15/2025
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 12/15/2025 M 698(1) A (2) 18,388 D
Class A Common Stock 12/15/2025 M 75(3) A (2) 18,463 D
Class A Common Stock 12/15/2025 F 392(4) D $83.94 18,071 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) 12/15/2025 M 698 (5) (5) Class A Common Stock 698 $0 6,287 D
Restricted Stock Units (2) 12/15/2025 M 75 (6) (6) Class A Common Stock 75 $0 374 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 Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on March 3, 2025.
4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
5. A total of 8,382 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).
6. A total of 598 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 (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 15, 2028).
Remarks:
/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney 12/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CTSH report for its Chief People Officer?

The report shows that Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions Corporation, acquired Class A common stock through the vesting of restricted stock units and had some shares withheld to pay taxes.

How many Cognizant (CTSH) shares vested for the executive on December 15, 2025?

On December 15, 2025, 698 shares vested from one RSU award and 75 shares vested from another RSU award, each RSU converting into one share of Class A common stock.

How many Cognizant (CTSH) shares were withheld for taxes in this Form 4?

The filing states that 392 shares of Cognizant’s Class A common stock were withheld to pay applicable taxes, at a price of $83.94 per share.

What is the vesting schedule for the March 3, 2025 RSU grants at Cognizant?

One award of 8,382 RSUs vests in equal quarterly installments of 1/12th each, starting June 15, 2025 and fully vesting on March 15, 2028. A second award of 598 RSUs vests over twelve quarterly dates with varying fractions (including 1/8th, 2/3rds of 1/8th, and 1/3rd of 1/8th) and also completes on March 15, 2028.

How many Cognizant (CTSH) shares does the executive beneficially own after these transactions?

After the reported transactions, Kathryn Diaz beneficially owns 18,071 shares of Cognizant Class A common stock, all held directly.

How many unvested RSUs does the Cognizant executive still hold after this Form 4?

Following the vesting events, she holds 6,287 RSUs from the larger award and 374 RSUs from the smaller award, each RSU representing the right to receive one share of Class A common stock.