Cognizant (CTSH) CFO details RSU vesting, share tax withholding in Form 4

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions’ Chief Financial Officer, Jatin P. Dalal, reported routine equity compensation activity involving restricted stock units (RSUs). On June 15, 2026, RSUs granted on March 3, 2025 under the 2023 Incentive Award Plan vested in scheduled quarterly installments.

The filing shows the conversion of a total of 2,494 RSUs into an equal number of Class A common shares and the withholding of 1,346 shares of Class A common stock to cover applicable taxes at an indicated price of $52.17 per share. After these transactions, Dalal directly held 58,809 shares of Class A common stock and continued to hold additional unvested RSUs that are scheduled to vest through March 15, 2028.

Insider Trade Summary

2,494 shares exercised/converted

Mixed 5 txns

Insider Dalal Jatin P

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,846	$0.00	--
Exercise	Restricted Stock Units	648	$0.00	--
Exercise	Class A Common Stock	1,846	$0.00	--
Exercise	Class A Common Stock	648	$0.00	--
Tax Withholding	Class A Common Stock	1,346	$52.17	$70K

Holdings After Transaction: Restricted Stock Units — 12,923 shares (Direct, null); Class A Common Stock — 58,809 shares (Direct, null)

Footnotes (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. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 3, 2025. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 22,153 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). A total of 7,783 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 (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 successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 15, 2028).

Key Figures

RSUs vested and converted: 2,494 shares Shares withheld for taxes: 1,346 shares Tax withholding price: $52.17 per share +3 more

6 metrics

RSUs vested and converted 2,494 shares Total RSUs converted to Class A common stock on June 15, 2026

Shares withheld for taxes 1,346 shares Class A common stock withheld to pay applicable taxes

Tax withholding price $52.17 per share Indicated price for shares withheld to pay taxes

Common shares held after transactions 58,809 shares Direct Class A common stock holdings following reported activity

Large RSU grant 22,153 RSUs Granted March 3, 2025, vesting quarterly to March 15, 2028

Second RSU grant 7,783 RSUs Granted March 3, 2025 with tiered quarterly vesting to March 15, 2028

Key Terms

Restricted Stock Units, 2023 Incentive Award Plan, vesting, tax withholding

4 terms

Restricted Stock Units financial

"Restricted Stock Units were converted into Class A Common Stock."

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.

2023 Incentive Award Plan financial

"RSUs were originally granted under the Company's 2023 Incentive Award Plan."

vesting financial

"RSUs began vesting in quarterly installments over three years."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax withholding financial

"Shares of Class A Common Stock were withheld to pay applicable taxes."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

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Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:05 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^*

Dalal Jatin P

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		M		1,846⁽¹⁾	A	⁽²⁾	58,809	D
Class A Common Stock	06/15/2026		M		648⁽³⁾	A	⁽²⁾	59,457	D
Class A Common Stock	06/15/2026		F		1,346⁽⁴⁾	D	$52.17	58,111	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⁾	06/15/2026		M			1,846	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,846	$0	12,923	D
Restricted Stock Units	⁽²⁾	06/15/2026		M			648	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	648	$0	3,244	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 Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 3, 2025.

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

5. A total of 22,153 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).

6. A total of 7,783 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 (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 successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 15, 2028).

Remarks:

	/s/ Melissa Glass, on behalf of Jatin P. Dalal, by Power of Attorney	06/17/2026
	** 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 insider transactions did CTSH CFO Jatin Dalal report on June 15, 2026?

On June 15, 2026, CFO Jatin Dalal reported the vesting and conversion of 2,494 restricted stock units into Class A common shares and the withholding of 1,346 shares to cover applicable taxes, reflecting routine equity compensation activity under Cognizant’s 2023 Incentive Award Plan.

How many Cognizant (CTSH) shares were withheld for taxes in the CFO’s Form 4?

The Form 4 shows 1,346 shares of Cognizant Class A common stock were withheld to pay applicable taxes, at an indicated price of $52.17 per share, in connection with the vesting of restricted stock units granted to Chief Financial Officer Jatin Dalal.

How many restricted stock units vested for CTSH CFO Jatin Dalal from the March 3, 2025 grants?

A total of 2,494 restricted stock units vested and were converted into Class A common shares from awards originally granted on March 3, 2025, as part of scheduled quarterly vesting under Cognizant’s 2023 Incentive Award Plan for Chief Financial Officer Jatin Dalal.

What RSU grants under Cognizant’s 2023 Incentive Award Plan are disclosed for the CFO?

The filing notes two RSU grants to the CFO dated March 3, 2025: 22,153 RSUs vesting in equal twelfths each quarter, and 7,783 RSUs vesting in a more complex quarterly schedule, both designed to be fully vested by March 15, 2028.

How many Cognizant (CTSH) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, CFO Jatin Dalal directly held 58,809 shares of Cognizant Class A common stock. He also retained unvested restricted stock units that will continue vesting quarterly through March 15, 2028, according to the described vesting schedules.

Are the CTSH Form 4 transactions open-market buys or routine compensation events?

The CTSH Form 4 reflects routine compensation events, not open-market trades. Shares were acquired through the vesting and conversion of restricted stock units, while 1,346 shares of Class A common stock were withheld solely to satisfy applicable tax obligations related to those vestings.