Cognizant (CTSH) SVP reports RSU vesting, tax withholding and 160-share sale

Q: Were Alina Kerdman’s CTSH share sales under a Rule 10b5-1 trading plan?

Yes. A footnote explains the 160-share sale reported on this Form 4 was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025, providing a pre-arranged framework for selling shares over time.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP senior vice president, controller and chief accounting officer Alina Kerdman reported several share transactions in mid‑February. On February 17, 2026, she completed an open‑market sale of 160 shares of Class A common stock at $66.75 per share, leaving 630 shares directly held.

On February 16, 2026, 235 restricted stock units (RSUs) granted on February 16, 2023 converted into the same number of Class A shares at a stated price of $0.00, and 81 shares at $66.55 per share were withheld to cover taxes, leaving 790 shares before the later sale. Footnotes state the 160‑share sale was executed under a Rule 10b5‑1 trading plan adopted on August 19, 2025 and that the original RSU grant totaled 2,817 units vesting quarterly over three years, with the award fully vested on February 16, 2026.

Insider Trade Summary

Net Seller: 160 shares ($10,680)

Net Sell 4 txns

Insider Kerdman Alina

Role SVP, Controller & CAO

Sold 160 shs ($11K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	160	$66.75	$11K
Exercise	Restricted Stock Units	235	$0.00	--
Exercise	Class A Common Stock	235	$0.00	--
Tax Withholding	Class A Common Stock	81	$66.55	$5K

Holdings After Transaction: Class A Common Stock — 630 shares (Direct); Restricted Stock Units — 0 shares (Direct)

Footnotes (1)

Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on February 16, 2023. 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 2,817 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:02 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
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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).

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

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)
02/16/2026

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)
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	02/16/2026		M		235⁽¹⁾	A	⁽²⁾	871	D
Class A Common Stock	02/16/2026		F		81⁽³⁾	D	$66.55	790	D
Class A Common Stock	02/17/2026		S⁽⁴⁾		160	D	$66.75	630	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⁾	02/16/2026		M			235	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	235	$0	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on February 16, 2023.

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 2,817 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Alina Kerdman, by Power of Attorney	02/18/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CTSH executive Alina Kerdman report on this Form 4?

Alina Kerdman reported an open-market sale of 160 shares of Class A common stock, the conversion of 235 restricted stock units into shares, and a 81-share tax-withholding disposition, all tied to a previously granted RSU award that fully vested on February 16, 2026.

How many Cognizant (CTSH) shares did Alina Kerdman sell and at what price?

She sold 160 shares of Cognizant Class A common stock at $66.75 per share. This open-market sale was executed on February 17, 2026 and left her with 630 directly held shares following the transaction, according to the reported totals.

What Cognizant (CTSH) restricted stock units vested for Alina Kerdman?

Kerdman’s filing notes that 235 restricted stock units granted on February 16, 2023 converted into 235 Class A shares on February 16, 2026. These RSUs were part of an original 2,817-unit award that vested quarterly over three years under the 2017 Incentive Award Plan.

Why did Alina Kerdman dispose of 81 Cognizant shares on February 16, 2026?

The Form 4 classifies the 81-share disposition as a tax-withholding transaction. A footnote states the company’s Class A shares were withheld to pay applicable taxes related to the vested RSUs, rather than being an open-market sale for investment purposes.

How many Cognizant (CTSH) shares does Alina Kerdman hold after these transactions?

After the RSU conversion, tax withholding, and subsequent sale, Kerdman directly held 630 shares of Cognizant Class A common stock. The filing shows 790 shares after vesting and withholding, then 630 shares remaining following the 160-share open-market sale.