Cognizant (CTSH) director Karima Silvent details RSU vesting, tax withholding and new grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions director Karima Silvent reported routine equity compensation activity. On June 2, 2026, she received 4,171 Restricted Stock Units (RSUs), each representing one share of Class A common stock, which will vest fully on June 2, 2027. On June 3, 2026, 100% of a prior RSU grant from June 3, 2025 vested, converting 2,919 RSUs (including dividend-equivalent RSUs) into Class A shares. In connection with this vesting, 24 shares of Class A common stock were withheld at $55.14 per share to pay applicable taxes, and a 0.6262-share fractional RSU was settled in cash and cancelled. Following these transactions, Silvent directly holds approximately 5,7xx Class A shares and 4,171 unvested RSUs under the company’s 2023 Incentive Award Plan.

Insider Trade Summary

2,919 shares exercised/converted

Mixed 5 txns

Insider Silvent Karima

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,919	$0.00	--
Disposition	Restricted Stock Units	0.626	$55.14	$34.53
Exercise	Class A Common Stock	2,919	$0.00	--
Tax Withholding	Class A Common Stock	24	$55.14	$1K
Grant/Award	Restricted Stock Units	4,171	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0.626 shares (Direct, null); Class A Common Stock — 5,756 shares (Direct, null)

Footnotes (1)

Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately. 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 RSUs will vest fully on June 2, 2027. 2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026. Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.

Key Figures

New RSU grant: 4,171 RSUs RSUs vested: 2,919 RSUs Tax withholding shares: 24 shares +4 more

7 metrics

New RSU grant 4,171 RSUs Granted June 2, 2026; each RSU equals one Class A share

RSUs vested 2,919 RSUs RSUs (including dividend equivalents) vested June 3, 2026

Tax withholding shares 24 shares Class A shares withheld at $55.14 to cover taxes

Withholding price $55.14 per share Value used for 24 withheld shares on tax payment

Fractional RSU cancelled 0.6262 RSU Fractional share settled in cash and RSU cancelled

Post-transaction common shares 5,732 shares Approximate direct Class A holdings after June 3, 2026

Unvested RSUs outstanding 4,171 RSUs Scheduled to vest fully on June 2, 2027

Key Terms

Restricted Stock Units, dividend equivalent rights, Incentive Award Plan, Disposition to issuer, +1 more

5 terms

Restricted Stock Units financial

"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received in connection with the vesting of 100% of the restricted stock unit ("RSU") award…"

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.

dividend equivalent rights financial

"…and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares…"

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Incentive Award Plan financial

"2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan")…"

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.

Disposition to issuer financial

"…Disposition to issuer"

taxes withheld financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 04:06 PM

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^*

Silvent Karima

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/03/2026		M		2,919⁽¹⁾	A	⁽²⁾	5,756	D
Class A Common Stock	06/03/2026		F		24⁽³⁾	D	$55.14	5,732	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/02/2026		A		4,171		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,171	$0	4,171	D
Restricted Stock Units	⁽²⁾	06/03/2026		M			2,919	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,919	$0	0.6262	D
Restricted Stock Units	⁽²⁾	06/03/2026		D			0.6262⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0.6262	$55.14	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately.

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 RSUs will vest fully on June 2, 2027.

5. 2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026.

6. Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.

Remarks:

	/s/ Melissa Glass, on behalf of Karima Silvent, by Power of Attorney	06/04/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cognizant (CTSH) director Karima Silvent report in this Form 4?

Karima Silvent reported routine equity compensation activity, including the vesting of an existing Restricted Stock Unit grant into Class A common shares, tax withholding in shares, and receipt of a new RSU award scheduled to vest in 2027.

How many new Restricted Stock Units did Karima Silvent receive from Cognizant (CTSH)?

She received 4,171 Restricted Stock Units, each representing one share of Class A common stock. These RSUs were granted under Cognizant’s 2023 Incentive Award Plan and are scheduled to vest fully on June 2, 2027, subject to continued service conditions.

What RSU award vested for Cognizant (CTSH) director Karima Silvent?

An RSU award originally granted on June 3, 2025, including 2,863 original RSUs plus additional dividend-equivalent RSUs, vested fully on June 3, 2026. Upon vesting, the RSUs converted into Class A common shares for Silvent.

Why were Cognizant (CTSH) shares withheld from Karima Silvent’s RSU vesting?

Cognizant withheld 24 shares of Class A common stock at $55.14 per share to cover applicable taxes on the RSU vesting. This tax-withholding disposition is not an open-market sale but an automatic mechanism to satisfy tax obligations.

What happened to the fractional Restricted Stock Unit in Karima Silvent’s Cognizant (CTSH) award?

A fractional RSU equal to 0.6262 of a share, created from dividend-equivalent adjustments, could not be delivered as whole stock. Cognizant paid cash in lieu of this fractional share and cancelled the corresponding fractional RSU under the plan.

Does Karima Silvent still hold unvested Cognizant (CTSH) RSUs after these transactions?

Yes. After the June 2026 activity, she holds 4,171 unvested RSUs that were granted on June 2, 2026. According to the disclosure, these RSUs are scheduled to vest fully on June 2, 2027, assuming continued eligibility under the plan.