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  4. [Form 4] COGNIZANT TECHNOLOGY SOLUTIONS CORP Insider Trading Activity

Cognizant (CTSH) officer Alina Kerdman discloses RSU vesting and share sale

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

Rhea-AI Filing Summary

Cognizant Technology Solutions senior officer Alina Kerdman (SVP, Controller & CAO) reported equity transactions involving the company’s Class A common stock on 12/15/2025. A total of 199 shares were acquired through the vesting and settlement of restricted stock units from an award originally granted on March 3, 2025. Of these, 68 shares were withheld to cover taxes, and 131 shares were sold at $83.94–$84.45 per share under a pre-arranged Rule 10b5-1 trading plan adopted on August 19, 2025. After these transactions, Kerdman directly owned 645 shares of Class A common stock and 1,796 restricted stock units that continue to vest quarterly through March 15, 2028.

Positive

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Negative

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Insider Kerdman Alina
Role SVP, Controller & CAO
Sold 131 shs ($11K)
Type Security Shares Price Value
Exercise Restricted Stock Units 199 $0.00 --
Exercise Class A Common Stock 199 $0.00 --
Tax Withholding Class A Common Stock 68 $83.94 $6K
Sale Class A Common Stock 131 $84.45 $11K
Holdings After Transaction: Restricted Stock Units — 1,796 shares (Direct); Class A Common Stock — 844 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 the Company's Class A Common Stock withheld to pay applicable taxes. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025. A total of 2,394 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).
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).
X
 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*
Kerdman Alina
(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)
SVP, Controller & CAO
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 199(1) A (2) 844 D
Class A Common Stock 12/15/2025 F 68(3) D $83.94 776 D
Class A Common Stock 12/15/2025 S(4) 131 D $84.45 645 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 199 (5) (5) Class A Common Stock 199 $0 1,796 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. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025.
5. A total of 2,394 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 Alina Kerdman, 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 in this Form 4?

The filing shows that officer Alina Kerdman received 199 shares of Cognizant Class A common stock from vesting restricted stock units, had 68 shares withheld for taxes, and sold 131 shares on 12/15/2025.

Who is the reporting person in this Cognizant (CTSH) Form 4?

The reporting person is Alina Kerdman, who serves as SVP, Controller & Chief Accounting Officer of Cognizant Technology Solutions Corporation.

At what prices were Cognizant (CTSH) shares sold in this filing?

The reported sale of 131 shares of Cognizant Class A common stock on 12/15/2025 was executed at a price of $84.45 per share.

How many Cognizant (CTSH) shares and RSUs does the insider hold after these transactions?

Following the reported transactions, Alina Kerdman directly owned 645 shares of Cognizant Class A common stock and 1,796 restricted stock units.

What is the origin and vesting schedule of the RSUs in this CTSH Form 4?

The RSUs were part of a 2,394-unit grant made on March 3, 2025 under the 2023 Incentive Award Plan, vesting in quarterly installments over three years starting June 15, 2025, with 1/12th of the RSUs vesting on each quarterly date until March 15, 2028.

Were the Cognizant (CTSH) share sales under a Rule 10b5-1 plan?

Yes. The filing states the sales reported were executed under a Rule 10b5-1 trading plan adopted by Alina Kerdman on August 19, 2025.

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

The filing notes that 68 shares of Cognizant Class A common stock were withheld to pay applicable taxes associated with the RSU vesting.