Cognizant Technology Solutions (CTSH) awards RSUs and PSUs to executive

Rhea-AI Filing Summary

Varrier Rajesh reported acquisition or exercise transactions in this Form 4 filing.

Cognizant Technology Solutions executive Rajesh Varrier reported equity awards in the form of restricted stock units (RSUs) and performance stock units (PSUs). He received 4,076 RSUs that vest in twelve equal quarterly installments from June 1, 2026 through March 1, 2029.

An additional 1,630 RSUs were granted with a more tiered quarterly vesting schedule, also ending on March 1, 2029. Varrier also reported 3,938 PSUs, tied to performance goals where the Compensation and Human Capital Committee determined about 121% of the related criteria were met, scheduled to vest and settle in Class A common stock on March 15, 2026 if he 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^*

Varrier Rajesh

(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)
	President Operations CMD India

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		4,076		(2)	(2)	Class A Common Stock	4,076	$0	4,076	D
Restricted Stock Units	(1)	02/25/2026		A		1,630		(3)	(3)	Class A Common Stock	1,630	$0	1,630	D
Performance Stock Units	(4)	02/25/2026		A		3,938		(5)	(5)	Class A Common Stock	3,938	$0	3,938	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 4,076 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 1,630 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 3,256 PSUs (a) that were originally granted on September 3, 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 Rajesh Varrier, by Power of Attorney	02/27/2026
	** 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 activity did CTSH executive Rajesh Varrier report on this Form 4?

Rajesh Varrier reported equity awards, not open-market trades. He acquired restricted stock units and performance stock units in Cognizant Technology Solutions, reflecting compensation grants that may convert into Class A common shares over time if vesting and service conditions are satisfied.

How many restricted stock units did CTSH grant to Rajesh Varrier?

He received two RSU grants totaling 5,706 units. One grant covers 4,076 RSUs vesting in twelve equal quarterly installments, while another 1,630 RSUs vest under a tiered quarterly schedule, both completing their vesting on March 1, 2029 if conditions are met.

What are the vesting terms for Rajesh Varrier’s 4,076 CTSH RSUs?

The 4,076 RSUs vest in twelve successive quarterly installments. One-twelfth of the award vests on June 1, 2026, with additional quarters vesting on each subsequent quarterly anniversary so that the entire grant is fully vested by March 1, 2029, assuming continued service.

How do the 1,630 CTSH RSUs for Rajesh Varrier vest over time?

The 1,630 RSUs vest in a multi-tier quarterly pattern. One-eighth vests on June 1, 2026 and three following quarters, then reduced fractions vest over the next seven quarters, with the remaining balance vesting on the eleventh quarterly anniversary, ending March 1, 2029, subject to service.

What performance stock units did Rajesh Varrier report for CTSH and how are they determined?

Varrier reported 3,938 performance stock units. These relate to a prior grant for which the Compensation and Human Capital Committee determined approximately 121% of performance criteria were achieved, setting the number of PSUs that will vest into Class A common stock if conditions are met.

When will Rajesh Varrier’s CTSH performance stock units vest and settle into shares?

The performance stock units are scheduled to vest and settle in Class A common stock on March 15, 2026. This is contingent on Rajesh Varrier remaining in the company’s service through that date under the terms of the 2023 Incentive Award Plan and award agreement.

Do the CTSH RSUs and PSUs for Rajesh Varrier convert into Class A common stock?

Yes. Each RSU and each PSU represents a contingent right to receive one share of Cognizant’s Class A common stock. Actual share delivery depends on meeting vesting schedules and, for PSUs, satisfying performance criteria, as well as the executive remaining in service when required.