Cognizant SVP sells 194 shares after RSU vesting

COGNIZANT TECHNOLOGY SOLUTIONS CORP senior vice president, controller and chief accounting officer Alina Kerdman reported routine equity compensation activity and a small stock sale.

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP senior vice president, controller and chief accounting officer Alina Kerdman reported routine equity compensation activity and a small stock sale. On April 1, 2026 she exercised 207 Restricted Stock Units, receiving the same number of Class A common shares at a $0.00 exercise price as part of a scheduled vesting from a prior award.

Of these shares, 70 were withheld at $61.35 per share to cover applicable taxes. On April 2, 2026, she then completed an open-market sale of 194 Class A shares at an average price of $61.29 per share under a pre-arranged Rule 10b5-1 trading plan, leaving her with 877 shares of Class A common stock held directly.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Kerdman Alina

Role SVP, Controller & CAO

Sold 194 shs ($12K)

Approx. gross sale proceeds $12K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	194	$61.29	$12K
Exercise	Restricted Stock Units	207	$0.00	$0.00
Exercise	Class A Common Stock	207	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	70	$61.35	$4K

Holdings After Transaction: Restricted Stock Units — 1,037 contracts (Direct); Class A Common Stock — 877 shares (Direct)

Footnotes (6)

1. F1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/6th of the restricted stock unit ("RSU") award granted on July 1, 2025.
2. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
3. F3. Includes 307 shares acquired on March 31, 2026 under the Company's 2004 Employee Stock Purchase Plan, as amended from time to time.
4. F4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
5. F5. 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.
6. F6. A total of 1,864 RSUs were originally granted on July 1, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in ten successive quarterly installments, commencing on October 1, 2025, with (i) 1/6th of such RSUs vesting on the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (January 1, 2028).

Key Figures

Open-market sale: 194 shares at $61.29 RSUs exercised: 207 RSUs at $0.00 Tax withholding shares: 70 shares at $61.35 +3 more

6 metrics

Open-market sale 194 shares at $61.29 Class A Common Stock sale on April 2, 2026

RSUs exercised 207 RSUs at $0.00 Converted to Class A Common Stock on April 1, 2026

Tax withholding shares 70 shares at $61.35 Shares withheld to pay applicable taxes

Post-transaction holdings 877 shares Class A Common Stock directly held after April 2, 2026 sale

Original RSU grant 1,864 RSUs Granted July 1, 2025 under 2023 Incentive Award Plan

RSUs outstanding after vesting 1,037 RSUs Total RSUs following April 1, 2026 transaction

Key Terms

Restricted Stock Units, Rule 10b5-1 trading plan, Employee Stock Purchase Plan, tax-withholding disposition, +1 more

5 terms

Restricted Stock Units financial

"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 2/3rds of 1/6th of the restricted stock unit 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.

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Employee Stock Purchase Plan financial

"Includes 307 shares acquired on March 31, 2026 under the Company's 2004 Employee Stock Purchase Plan, as amended from time to time"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax-withholding disposition financial

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

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Incentive Award Plan financial

"A total of 1,864 RSUs were originally granted on July 1, 2025 under the Company's 2023 Incentive Award 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did CTSH executive Alina Kerdman report?

Alina Kerdman reported exercising 207 Restricted Stock Units into Class A common shares, a tax-withholding disposition of 70 shares, and an open-market sale of 194 shares at $61.29 per share, all resulting from previously granted equity compensation awards and routine vesting activity.

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

She sold 194 shares of Cognizant Class A common stock in an open-market transaction at an average price of $61.29 per share, according to the Form 4, as part of a series of transactions tied to equity award vesting and tax obligations.

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

Following the reported transactions, Alina Kerdman directly holds 877 shares of Cognizant Class A common stock. This figure reflects the RSU conversion, the tax-withholding disposition of 70 shares, and the subsequent open-market sale of 194 shares disclosed in the Form 4 filing.

Were Alina Kerdman’s Cognizant (CTSH) share sales pre-planned?

Yes. The filing states that the sales were executed under a Rule 10b5-1 trading plan adopted on August 19, 2025, indicating they were pre-scheduled arrangements rather than discretionary trades, which generally reduces the informational value of the specific sale timing.

What Restricted Stock Unit (RSU) award underlies Alina Kerdman’s CTSH transactions?

The transactions relate to an RSU award of 1,864 units granted on July 1, 2025 under the 2023 Incentive Award Plan. That award vests in ten quarterly installments with varying fractions of the total RSUs vesting at each date through January 1, 2028.

Did the Cognizant (CTSH) Form 4 mention other recent share acquisitions by Alina Kerdman?

Yes. A footnote notes 307 shares of Class A common stock were acquired on March 31, 2026 under Cognizant’s 2004 Employee Stock Purchase Plan, as amended. This reflects additional share accumulation separate from the RSU vesting and related tax and sale transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 04:14 PM Learn about SEC filing dates

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).

X

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Controller & CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/01/2026		M		207(1)	A	(2)	1,141(3)	D
Class A Common Stock	04/01/2026		F		70(4)	D	$61.35	1,071	D
Class A Common Stock	04/02/2026		S(5)		194	D	$61.29	877	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)	04/01/2026		M			207	(6)	(6)	Class A Common Stock	207	$0	1,037	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/6th of the restricted stock unit ("RSU") award granted on July 1, 2025.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. Includes 307 shares acquired on March 31, 2026 under the Company's 2004 Employee Stock Purchase Plan, as amended from time to time.

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

5. 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.

6. A total of 1,864 RSUs were originally granted on July 1, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in ten successive quarterly installments, commencing on October 1, 2025, with (i) 1/6th of such RSUs vesting on the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (January 1, 2028).

Remarks:

	/s/ Shi Su, on behalf of Alina Kerdman, by Power of Attorney	04/03/2026
	** 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)