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Cognizant CPO gets 2,136 shares from RSUs

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that Chief People Officer Kathryn Diaz had restricted stock units vest and convert into 2,136 shares of Class A Common Stock on September 1, 2026, from prior RSU grants.

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

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that Chief People Officer Kathryn Diaz had restricted stock units vest and convert into 2,136 shares of Class A Common Stock on September 1, 2026, from prior RSU grants. On the same date, 1,069 shares were withheld at $64.58 per share to pay applicable taxes.

Positive

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Negative

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Insider Diaz Kathryn
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F6 743 $0.00 $0.00
Exercise Restricted Stock Units F2, F7 985 $0.00 $0.00
Exercise Restricted Stock Units F2, F8 408 $0.00 $0.00
Exercise Class A Common Stock F1, F2 743 -- --
Exercise Class A Common Stock F3, F2 985 -- --
Exercise Class A Common Stock F4, F2 408 -- --
Tax Withholding Class A Common Stock F5 1,069 $64.58 $69K
Holdings After Transaction: Restricted Stock Units — 13,784 contracts (Direct); Class A Common Stock — 23,710 shares (Direct)
Footnotes (8)
  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 February 28, 2024.
  2. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  3. F3. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.
  4. F4. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
  5. F5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  6. F6. A total of 8,919 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, 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 1, 2027).
  7. F7. A total of 11,821 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
  8. F8. A total of 3,261 were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
RSUs converted to Class A Common Stock 2,136 shares Total RSUs vesting and converting on September 1, 2026
Shares withheld for taxes 1,069 shares Class A Common Stock withheld on September 1, 2026 for tax payment
Tax withholding price $64.58 per share Price applied to 1,069 shares withheld to pay applicable taxes
Original RSU grant (2024) 8,919 RSUs Grant on February 28, 2024 under the 2023 Incentive Award Plan
Original RSU grant (2026, first award) 11,821 RSUs Grant on February 25, 2026 vesting quarterly over three years
Original RSU grant (2026, second award) 3,261 RSUs Grant on February 25, 2026 with a tiered quarterly vesting schedule
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"
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.
Class A Common Stock financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
2023 Incentive Award Plan financial
"A total of 8,919 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan"
quarterly installments financial
"such originally granted amount began vesting in quarterly installments over three years"

FAQ

What insider transaction did CTSH report for Chief People Officer Kathryn Diaz?
CTSH reported that Kathryn Diaz had restricted stock units vest and convert into 2,136 shares of Class A Common Stock on September 1, 2026, with part of those shares withheld to satisfy tax obligations.

How many CTSH shares were withheld for taxes in this Form 4?
The filing shows 1,069 shares of Cognizant Class A Common Stock were withheld at $64.58 per share to pay applicable taxes related to the RSU vesting reported on September 1, 2026.

How many RSUs vested and converted to CTSH common stock in this event?
A total of 2,136 restricted stock units (RSUs) vested and converted into an equal number of shares of Cognizant Class A Common Stock, in three tranches of 743, 985, and 408 RSUs, all on September 1, 2026.

Were the CTSH insider transactions made under a Rule 10b5-1 plan?
The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes do not describe a Rule 10b5-1 trading plan, so these transactions are not reported as being made under such a plan.

What were the original RSU grant sizes referenced in this CTSH Form 4?
The filing notes original grants of 8,919 RSUs on February 28, 2024 and two grants of 11,821 RSUs and 3,261 RSUs on February 25, 2026, all under the company’s 2023 Incentive Award Plan with multi-year vesting schedules.

What type of securities were involved in the CTSH Form 4 transactions?
The transactions involved Restricted Stock Units that each represent a contingent right to receive one share of Cognizant’s Class A Common Stock, which vested and converted into Class A Common Stock on September 1, 2026.

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SEC Form 4
FORM 4UNITED 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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief People Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026M743(1)A(2)23,386D
Class A Common Stock09/01/2026M985(3)A(2)24,371D
Class A Common Stock09/01/2026M408(4)A(2)24,779D
Class A Common Stock09/01/2026F1,069(5)D$64.5823,710D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)09/01/2026M743 (6) (6)Class A Common Stock743$01,487D
Restricted Stock Units(2)09/01/2026M985 (7) (7)Class A Common Stock985$09,851D
Restricted Stock Units(2)09/01/2026M408 (8) (8)Class A Common Stock408$02,446D
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 February 28, 2024.
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 1/12th of the RSU award granted on February 25, 2026.
4. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
6. A total of 8,919 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, 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 1, 2027).
7. A total of 11,821 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
8. A total of 3,261 were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
Remarks:
/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney09/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR