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[Form 4] COGNIZANT TECHNOLOGY SOLUTIONS CORP Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Cognizant Technology Solutions Corporation reported an equity transaction by senior executive John Kim, who serves as CLO, CAO and Corporate Secretary. On December 15, 2025, 1,646 shares of Class A common stock were acquired through the vesting of a portion of a restricted stock unit (RSU) award that was granted on March 3, 2025. Each RSU represents the right to receive one share of Class A common stock.

On the same date, 903 shares of Class A common stock were withheld at a price of $83.94 per share to cover applicable taxes, a common administrative step rather than an open-market sale. After these transactions, Kim directly beneficially owned 31,892 shares of Class A common stock and 14,819 RSUs. The original RSU grant of 19,758 units vests in 12 equal quarterly installments beginning June 15, 2025 and is scheduled to be fully vested on March 15, 2028.

Positive

  • None.

Negative

  • None.
Insider Kim John Sunshin
Role CLO, CAO & Corporate Secretary
Type Security Shares Price Value
Exercise Restricted Stock Units 1,646 $0.00 --
Exercise Class A Common Stock 1,646 $0.00 --
Tax Withholding Class A Common Stock 903 $83.94 $76K
Holdings After Transaction: Restricted Stock Units — 14,819 shares (Direct); Class A Common Stock — 32,795 shares (Direct)
Footnotes (1)
  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 the Company's Class A Common Stock withheld to pay applicable taxes. 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).
Form 4 Insider Transactions: What Each Field Means →
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*
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)
12/15/2025
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 12/15/2025 M 1,646(1) A (2) 32,795 D
Class A Common Stock 12/15/2025 F 903(3) D $83.94 31,892 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) 12/15/2025 M 1,646 (4) (4) Class A Common Stock 1,646 $0 14,819 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 the Company's Class A Common Stock withheld to pay applicable taxes.
4. 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 12/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

John Kim acquired 1,646 shares of Cognizant Class A common stock on December 15, 2025 from the vesting of a portion of a restricted stock unit (RSU) award granted on March 3, 2025.

Why were 903 Cognizant (CTSH) shares withheld in John Kim's Form 4?

903 shares of Cognizant Class A common stock were withheld on December 15, 2025 to pay applicable taxes related to the RSU vesting, at a price of $83.94 per share.

How many Cognizant (CTSH) shares does John Kim own after this transaction?

Following the reported transactions, John Kim directly beneficially owned 31,892 shares of Cognizant Class A common stock.

How many RSUs does John Kim still hold in Cognizant (CTSH)?

After the December 15, 2025 vesting, John Kim held 14,819 restricted stock units (RSUs) tied to Cognizant Class A common stock.

What are the terms of John Kim's Cognizant (CTSH) RSU grant?

The original grant consisted of 19,758 RSUs awarded on March 3, 2025 under the 2023 Incentive Award Plan, vesting in 12 equal quarterly installments starting June 15, 2025 and scheduled to be fully vested by March 15, 2028.

What is John Kim's role at Cognizant (CTSH) as reported in the filing?

John Kim is reported as an officer of Cognizant, serving as CLO, CAO & Corporate Secretary.