Cognizant CLO Kim vests 1,647 RSUs into stock

Cognizant’s CLO, CAO & Corporate Secretary had RSUs vest into shares with a portion withheld to cover taxes, outside any Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that John Sunshin Kim, its CLO, CAO & Corporate Secretary, had 1,647 Restricted Stock Units vest on September 15, 2026 from an award granted on March 3, 2025, converting into the same number of Class A Common shares. In connection with this vesting, 889 shares of Class A Common Stock were withheld to pay applicable taxes at a value of $64.10 per share. After the vesting, Kim held 9,879 RSUs from this award, and the transactions were not made under a Rule 10b5-1 trading plan.

Insider Trade Summary

1,647 shares exercised/converted

Exercise 3 txns

Insider Kim John Sunshin

Role CLO, CAO & Corporate Secretary

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F2, F4	1,647	$0.00	$0.00
Exercise	Class A Common Stock F1, F2	1,647	--	--
Tax Withholding	Class A Common Stock F3	889	$64.10	$57K

Holdings After Transaction: Restricted Stock Units — 9,879 contracts (Direct); Class A Common Stock — 40,667 shares (Direct)

Footnotes (4)

1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
3. F3. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
4. F4. A total of 19,758 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).

Key Figures

RSUs vested: 1,647 units Shares withheld for taxes: 889 shares Tax withholding share value: $64.10 per share +2 more

5 metrics

RSUs vested 1,647 units Portion of the March 3, 2025 RSU grant that vested on September 15, 2026

Shares withheld for taxes 889 shares Class A Common Stock withheld to pay applicable taxes on September 15, 2026

Tax withholding share value $64.10 per share Value used for shares of Class A Common Stock withheld to pay taxes

Original RSU grant size 19,758 units RSUs granted on March 3, 2025 under the 2023 Incentive Award Plan

RSUs remaining after transaction 9,879 units Restricted Stock Units reported as held from this award following the September 15, 2026 vesting

Key Terms

Restricted Stock Units, contingent right, withheld to pay applicable taxes, Incentive Award Plan

4 terms

Restricted Stock Units financial

"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 1/12th of the restricted stock unit award granted on March 3, 2025."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock."

withheld to pay applicable taxes financial

"Shares of the Company's Class A Common Stock withheld to pay applicable taxes."

Incentive Award Plan financial

"A total of 19,758 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."

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cognizant (CTSH) disclose about John Sunshin Kim’s equity on September 15, 2026?

The company disclosed that 1,647 RSUs held by John Sunshin Kim vested into 1,647 shares of Class A Common Stock on September 15, 2026, with part of the resulting shares withheld for taxes.

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

In connection with the RSU vesting, 889 shares of Cognizant’s Class A Common Stock were withheld to pay applicable taxes at a value of $64.10 per share.

What was the origin and size of the RSU grant reported for Cognizant (CTSH)?

A total of 19,758 RSUs were originally granted to John Sunshin Kim on March 3, 2025 under Cognizant’s 2023 Incentive Award Plan, scheduled to vest in quarterly installments over three years.

How many RSUs from the Cognizant (CTSH) grant remained after this vesting event?

After the 1,647 RSUs vested on September 15, 2026, the reported remaining balance from this RSU award was 9,879 RSUs.

Was John Sunshin Kim’s Cognizant (CTSH) transaction under a Rule 10b5-1 trading plan?

No. The disclosure indicates that these transactions were not effected pursuant to a Rule 10b5-1 trading plan or similar pre-arranged trading arrangement.

How do the Cognizant (CTSH) RSUs convert into common stock for this award?

Each Restricted Stock Unit in this award represents a contingent right to receive one share of Cognizant’s Class A Common Stock upon vesting, so 1,647 RSUs produced 1,647 shares at the reported vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:04 PM Accepted by SEC EDGAR 09/17/2026 - 04:03 PM Learn about SEC filing dates

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^*

Kim John Sunshin

(Last) (First) (Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE. 36, 6 FL.

(Street)

TEANECK NEW JERSEY 07666

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	CLO, CAO & Corporate Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/15/2026		M		1,647(1)	A	(2)	41,556	D
Class A Common Stock	09/15/2026		F		889(3)	D	$64.1	40,667	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)	09/15/2026		M			1,647	(4)	(4)	Class A Common Stock	1,647	$0	9,879	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. A total of 19,758 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 John Kim, by Power of Attorney	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)