Cognizant CFO RSU Vesting: 2,819 Shares Issued; 1,549 Withheld for Taxes

Rhea-AI Filing Summary

Cognizant CFO Jatin P. Dalal reported receipt of Class A common stock from vesting of restricted stock units (RSUs) granted March 3, 2025. On 09/15/2025 Mr. Dalal acquired 1,846 shares (1/12th of a 22,153-RSU award) and 973 shares (1/8th of a 7,783-RSU award) through deemed transactions classified as acquisitions, while 1,549 shares were withheld to satisfy tax withholding at a price of $69.17 per share. After these transactions he beneficially owned 34,415 shares of Class A common stock. The Form 4 was signed by power of attorney on 09/17/2025.

Positive

• Receipt of vested RSUs: The reporting person acquired a total of 2,819 shares from scheduled RSU vesting on 09/15/2025.
• Clear vesting schedule disclosed: Grants include a 22,153-RSU award vesting quarterly over three years and a 7,783-RSU award with defined phased vesting.

Negative

• Tax withholding reduced delivered shares: 1,549 shares were withheld to pay taxes, lowering net shares received.

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting increased the CFO's share count modestly; tax withholding reduced net shares delivered.

The Form 4 discloses standard equity compensation vesting rather than open market purchases or sales. Aggregate vesting events delivered 2,819 shares to the reporting person, offset by 1,549 shares withheld for taxes at a reported price of $69.17. Post-transaction beneficial ownership is 34,415 Class A shares. For investors this is a non-cash compensation accounting event reflecting planned grant schedules rather than discretionary trading.

Corporate Governance Expert

TL;DR: Disclosure shows scheduled RSU vesting under the 2023 Incentive Award Plan and proper reporting under Section 16.

The filing details vesting mechanics: a 22,153-RSU grant vesting quarterly over three years and a 7,783-RSU grant with a variable quarterly schedule. The report indicates timely Form 4 reporting and lists the use of tax withholding to satisfy obligations. These elements align with typical executive compensation governance and disclosure practices.

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).

1. Name and Address of Reporting Person^*

Dalal Jatin P

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M		1,846(1)	A	(2)	34,991	D
Class A Common Stock	09/15/2025		M		973(3)	A	(2)	35,964	D
Class A Common Stock	09/15/2025		F		1,549(4)	D	$69.17	34,415	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)	09/15/2025		M			1,846	(5)	(5)	Class A Common Stock	1,846	$0	18,461	D
Restricted Stock Units	(2)	09/15/2025		M			973	(6)	(6)	Class A Common Stock	973	$0	5,838	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 22,153 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 7,783 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 Jatin P. Dalal, by Power of Attorney	09/17/2025
	** 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 shares did CTSH CFO Jatin P. Dalal receive on 09/15/2025?

He received 1,846 shares (1/12th of a 22,153-RSU grant) and 973 shares (1/8th of a 7,783-RSU grant), totaling 2,819 shares.

How many shares were withheld for taxes in the Form 4 for CTSH?

1,549 shares of Class A common stock were withheld to satisfy tax withholding obligations at a reported price of $69.17 per share.

What is Jatin P. Dalal's beneficial ownership after these transactions?

Following the reported transactions, he beneficially owned 34,415 shares of Class A common stock.

When were the RSU grants originally made and under which plan?

The RSU grants were made on March 3, 2025 under the company's 2023 Incentive Award Plan.

Was the Form 4 filed promptly and who signed it?

The Form 4 reflects transactions dated 09/15/2025 and was signed on behalf of Jatin P. Dalal by Melissa Glass by power of attorney on 09/17/2025.