Cognizant (NASDAQ: CTSH) CLO Kim receives stock awards, withholds shares for tax

Rhea-AI Filing Summary

Cognizant Technology Solutions’ CLO, CAO and Corporate Secretary John Sunshin Kim reported equity awards vesting and related tax withholding. On March 15, 2026, 10,972 performance stock units granted on March 6, 2023 vested and were settled into 10,972 shares of Class A common stock after performance conditions were partially satisfied on February 25, 2026. On the same date, 1,647 restricted stock units from a 19,758‑unit March 3, 2025 grant vested, converting into 1,647 shares. To cover applicable taxes, 6,668 shares were withheld at $60.37 per share. After these transactions, Kim directly held 39,815 shares of Class A common stock and 13,172 unvested restricted stock units that continue to vest quarterly through March 15, 2028.

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).

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 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)
03/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/15/2026		M		1,647(1)	A	(2)	35,511	D
Class A Common Stock	03/15/2026		M		10,972(3)	A	(4)	46,483	D
Class A Common Stock	03/15/2026		F		6,668(5)	D	$60.37	39,815	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)	03/15/2026		M			1,647	(6)	(6)	Class A Common Stock	1,647	$0	13,172	D
Performance Stock Units	(4)	03/15/2026		M			10,972	(3)	(3)	Class A Common Stock	10,972	$0	0	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. Reflects the settlement, in shares of Class A Common Stock of the Company, of performance-based stock units ("PSUs"). The PSUs were originally granted on March 6, 2023, under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026.

4. Each PSU represents a contingent right to receive one share of Class A Common Stock of the Company.

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

6. 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	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider equity transactions did Cognizant (CTSH) officer John Sunshin Kim report?

John Sunshin Kim reported vesting of performance stock units and restricted stock units into Class A common shares, plus share withholding for taxes. These compensation-related transactions increased his direct shareholdings while settling previously granted equity awards under Cognizant’s incentive plans.

How many Cognizant (CTSH) shares did John Sunshin Kim receive from PSU vesting?

He received 10,972 shares of Class A common stock from the settlement of performance stock units. These PSUs were granted on March 6, 2023, and a portion vested after performance conditions were determined satisfied on February 25, 2026, with settlement occurring on March 15, 2026.

What restricted stock unit vesting did Cognizant (CTSH) disclose for John Sunshin Kim?

On March 15, 2026, 1,647 restricted stock units from a 19,758‑unit grant dated March 3, 2025 vested for John Sunshin Kim. Each RSU converts into one Class A share, and the grant vests quarterly over three years, completing on March 15, 2028.

How many Cognizant (CTSH) shares were withheld to cover John Sunshin Kim’s taxes?

Cognizant withheld 6,668 shares of Class A common stock from John Sunshin Kim at a price of $60.37 per share. This F‑code transaction represents shares used to pay applicable tax liabilities linked to the vesting and settlement of his stock-based awards.

What are John Sunshin Kim’s Cognizant (CTSH) holdings after these Form 4 transactions?

Following the March 15, 2026 transactions, John Sunshin Kim directly holds 39,815 shares of Cognizant Class A common stock. He also has 13,172 unvested restricted stock units outstanding, which continue to vest in equal quarterly installments through March 15, 2028.

How is the 2025 RSU grant to Cognizant (CTSH) officer John Sunshin Kim structured?

A total of 19,758 restricted stock units were granted to him on March 3, 2025 under the 2023 Incentive Award Plan. These RSUs vest in 12 equal quarterly installments starting June 15, 2025, with full vesting scheduled for the March 15, 2028 quarterly vesting date.