Cognizant (CTSH) Officer Executes RSU Vesting; 1,647 Shares Delivered

Rhea-AI Filing Summary

Reporting person: The filing lists Kim John Sunshin as the reporting person and indicates an officer role of CLO, CAO & Corporate Secretary for Cognizant Technology Solutions Corp (CTSH).

The form reports RSU vesting on 09/15/2025 that resulted in 1,647 Class A common shares delivered and 905 shares withheld to satisfy taxes at a per-share price of $69.17, leaving 39,130 shares beneficially owned after the transactions. The RSUs stem from a 19,758 grant on March 3, 2025 that vests in quarterly 1/12th installments through March 15, 2028.

Positive

• RSU vesting executed as scheduled, confirming compensation plan mechanics are functioning
• Full grant and vesting schedule disclosed (19,758 RSUs granted on March 3, 2025; quarterly vesting through March 15, 2028)

Negative

• Tax withholding reduced the net shares received (905 shares withheld) which lowers the officer's post-transaction holdings
• Minor dilution implied as RSUs convert to Class A shares when vested

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting; no new disclosures of departures or major governance changes.

The Form 4 documents customary compensation vesting for a named officer rather than any extraordinary insider sale or acquisition. The filing shows standard tax withholding following RSU vesting, which reduces outstanding shares held by the officer but reflects execution of previously granted awards. This is a routine disclosure that maintains transparency on insider holdings without indicating governance shifts.

Compensation Analyst

TL;DR: Scheduled RSU vesting executed; award details and vesting schedule are disclosed.

The report specifies that 19,758 RSUs were granted on March 3, 2025 with quarterly vesting over three years beginning June 15, 2025. On 09/15/2025, 1,647 RSUs vested and converted to shares, with 905 shares withheld for taxes at $69.17 per share. This aligns with common executive equity practices and confirms future dilution will follow the disclosed schedule.

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^*

Kim John Sunshin

(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)
	CLO, CAO & Corporate Secretary

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		1,647(1)	A	(2)	40,035	D
Class A Common Stock	09/15/2025		F		905(3)	D	$69.17	39,130	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			1,647	(4)	(4)	Class A Common Stock	1,647	$0	16,465	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	09/17/2025
	** 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 insider activity did Cognizant (CTSH) report on 09/15/2025?

The filing reports the vesting of 1,647 RSUs into Class A shares and withholding of 905 shares for taxes at $69.17 per share.

Who filed the Form 4 for CTSH and what is their role?

The reporting person is listed as Kim John Sunshin, identified as CLO, CAO & Corporate Secretary of Cognizant.

How many RSUs were originally granted and what is the vesting schedule?

A total of 19,758 RSUs were granted on March 3, 2025, vesting in quarterly 1/12th installments over three years, fully vesting by March 15, 2028.

How many shares does the officer beneficially own after the reported transactions?

After the transactions reported on 09/15/2025, the officer beneficially owned 39,130 Class A shares.

Were any shares purchased or sold at market price in this filing?

No market purchases or open-market sales are reported; the transactions relate to RSU vesting and tax-withholding at $69.17 per share.