Cognizant (NASDAQ: CTSH) CLO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Cognizant Technology Solutions executive John Sunshin Kim, the company’s CLO, CAO and Corporate Secretary, reported the vesting and conversion of restricted stock units into Class A Common Stock. On February 16, 2026, a total of 2,136 RSUs were exercised into the same number of shares at $0.00 per share, reflecting equity awards granted in February 2023 under the 2017 Incentive Award Plan. The filing also shows 1,198 shares of Class A Common Stock were withheld at $66.55 per share to cover applicable taxes rather than being sold in the open market. After these transactions, Kim directly owned 32,830 shares of Cognizant Class A Common Stock.

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)
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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/16/2026		M		1,225(1)	A	(2)	33,117	D
Class A Common Stock	02/16/2026		M		628(1)	A	(2)	33,745	D
Class A Common Stock	02/16/2026		M		283(1)	A	(2)	34,028	D
Class A Common Stock	02/16/2026		F		1,198(3)	D	$66.55	32,830	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)	02/16/2026		M			1,225	(4)	(4)	Class A Common Stock	1,225	$0	0	D
Restricted Stock Units	(2)	02/16/2026		M			628	(5)	(5)	Class A Common Stock	628	$0	0	D
Restricted Stock Units	(2)	02/16/2026		M			283	(6)	(6)	Class A Common Stock	283	$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. A total of 14,692 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.

5. A total of 7,534 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.

6. A total of 6,781 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 (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs were fully vested on February 16, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of John Kim, by Power of Attorney	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

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

Cognizant reported that executive John Sunshin Kim had restricted stock units vest and convert into Class A Common Stock. The Form 4 also shows a portion of the resulting shares was withheld to satisfy tax obligations tied to these equity awards.

How many Cognizant (CTSH) shares did John Sunshin Kim acquire from RSU vesting?

John Sunshin Kim acquired 2,136 shares of Cognizant Class A Common Stock through the exercise and conversion of restricted stock units. These shares came from RSU grants originally awarded in February 2023 under Cognizant’s 2017 Incentive Award Plan.

What was the tax-withholding transaction reported for Cognizant (CTSH) insider John Sunshin Kim?

The filing shows 1,198 shares of Cognizant Class A Common Stock were withheld at a price of $66.55 per share. This tax-withholding disposition covered applicable taxes arising from the vesting and conversion of Kim’s restricted stock unit awards.

What is John Sunshin Kim’s Cognizant (CTSH) share ownership after these Form 4 transactions?

After the RSU conversions and tax-withholding disposition, John Sunshin Kim directly owned 32,830 shares of Cognizant Class A Common Stock. This figure reflects his updated direct ownership following the February 16, 2026 equity award vesting activity.

Were the Cognizant (CTSH) insider transactions open-market buys or sales?

The transactions were not open-market buys or sales. They reflect the exercise and conversion of restricted stock units into Cognizant Class A shares, plus a tax-withholding disposition where shares were withheld to pay taxes, rather than sold on an exchange.

What plan governed the RSU awards reported in the Cognizant (CTSH) Form 4?

The restricted stock unit awards were granted under Cognizant’s 2017 Incentive Award Plan. The footnotes explain that RSUs granted on February 16, 2023 vested in scheduled installments over three years, with the remaining units fully vesting on February 16, 2026.