Cognizant (NASDAQ: CTSH) director Vinita Bali reports RSU vesting and tax withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions director Vinita Bali reported routine equity-compensation transactions involving restricted stock units (RSUs) and related common shares. On June 3, 2026, 2,919 RSUs granted June 3, 2025 vested and converted into the same number of Class A common shares, including RSUs received through dividend equivalent rights. Of these, 32 shares were withheld at a price of $55.14 per share to cover applicable taxes, and a 0.6262-share RSU fraction was settled in cash and cancelled.

Separately, on June 2, 2026 she received a new grant of 4,171 RSUs that each represent one Class A share and will vest fully on June 2, 2027. After these transactions, she directly holds 20,425 Class A common shares, reflecting a routine vesting, tax withholding, and new RSU award rather than open-market buying or selling.

Insider Trade Summary

2,919 shares exercised/converted

Mixed 5 txns

Insider Bali Vinita

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	32	$55.14	$2K
Grant/Award	Restricted Stock Units	4,171	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0.626 shares (Direct, null); Class A Common Stock — 20,457 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

RSUs vested: 2,919 shares Shares withheld for taxes: 32 shares at $55.14/share New RSU award: 4,171 RSUs +3 more

6 metrics

RSUs vested 2,919 shares RSUs granted June 3, 2025 that vested June 3, 2026

Shares withheld for taxes 32 shares at $55.14/share Class A common shares retained to cover tax obligations

New RSU award 4,171 RSUs Granted June 2, 2026; scheduled to vest June 2, 2027

Post-transaction holdings 20,425 shares Class A common stock directly held after transactions

Fractional RSU cancelled 0.6262 RSU / share Settled in cash; corresponding fractional RSU cancelled

Tax-withholding price $55.14 per share Value used for 32 withheld shares and fractional cash-out

Key Terms

Restricted Stock Units, dividend equivalent rights, Incentive Award Plan, taxes, +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.

taxes 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 - 04:08 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^*

Bali Vinita

(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⁾	20,457	D
Class A Common Stock	06/03/2026		F		32⁽³⁾	D	$55.14	20,425	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 Vinita Bali, 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 equity transactions did Cognizant (CTSH) director Vinita Bali report?

Vinita Bali reported RSU vesting into 2,919 Cognizant Class A shares, tax withholding of 32 shares, cash settlement of a 0.6262-share fraction, and a new award of 4,171 RSUs scheduled to vest on June 2, 2027.

Did Vinita Bali buy or sell Cognizant (CTSH) shares on the open market?

The filing shows no open-market purchases or sales. Reported changes stem from RSU vesting, a new RSU grant, shares withheld at $55.14 for taxes, and a fractional RSU settled in cash, all tied to compensation awards.

How many Cognizant (CTSH) shares does Vinita Bali hold after these transactions?

After the reported transactions, Vinita Bali directly holds 20,425 shares of Cognizant Class A common stock. This reflects RSU vesting into 2,919 shares and 32 shares withheld for taxes, plus routine adjustments for a fractional RSU component.

What new RSU award did Vinita Bali receive from Cognizant (CTSH)?

On June 2, 2026, she received 4,171 restricted stock units, each representing one share of Class A common stock. According to the filing, these RSUs will vest fully on June 2, 2027 under the company’s 2023 Incentive Award Plan.

Why were 32 Cognizant (CTSH) shares withheld from Vinita Bali’s RSU vesting?

The 32 withheld shares were used to pay applicable taxes on the RSU vesting. The filing notes that Cognizant retained these shares at a price of $55.14 per share, a standard tax-withholding mechanism rather than an open-market sale.

What happened to the 0.6262 fractional RSU reported by Vinita Bali at Cognizant (CTSH)?

The 0.6262 fractional RSU was settled by paying cash in lieu of the fractional Cognizant share and cancelling the corresponding fractional RSU. The company only issues whole shares upon RSU vesting, so fractions are handled this way.