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Cognizant Technology Solutions (CTSH) details RSU vesting for CPO

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

Rhea-AI Filing Summary

Cognizant Technology Solutions Corporation disclosed an insider equity transaction involving its Chief People Officer, Kathryn Diaz. On December 6, 2025, 468 shares of Class A common stock were issued to her upon vesting of a portion of a previously granted restricted stock unit (RSU) award. To cover applicable taxes, 232 shares were withheld, leaving her with 17,690 shares of Class A common stock held directly after the transactions.

The vested shares stem from an original grant of 8,415 RSUs awarded on September 6, 2023 under the company’s 2023 Incentive Award Plan. That grant is scheduled to vest in ten successive quarterly installments beginning December 6, 2023 and continuing through a final vesting date on March 6, 2026.

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Insider Diaz Kathryn
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 468 $0.00 --
Exercise Class A Common Stock 468 $0.00 --
Tax Withholding Class A Common Stock 232 $80.72 $19K
Holdings After Transaction: Restricted Stock Units — 468 shares (Direct); Class A Common Stock — 17,922 shares (Direct)
Footnotes (1)
  1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/3rd of 1/6th of the restricted stock unit ("RSU") award granted on September 6, 2023. 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 8,415 RSUs were originally granted on September 6, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 6, 2023, with (i) 1/6th of such RSUs vesting on each of 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 next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 6, 2026).
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*
Diaz Kathryn
(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)
Chief People Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/06/2025
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 12/06/2025 M 468(1) A (2) 17,922 D
Class A Common Stock 12/06/2025 F 232(3) D $80.72 17,690 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) 12/06/2025 M 468 (4) (4) Class A Common Stock 468 $0 468 D
Explanation of Responses:
1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/3rd of 1/6th of the restricted stock unit ("RSU") award granted on September 6, 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 8,415 RSUs were originally granted on September 6, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 6, 2023, with (i) 1/6th of such RSUs vesting on each of 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 next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 6, 2026).
Remarks:
/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney 12/09/2025
** 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 its Chief People Officer?

Cognizant reported that Chief People Officer Kathryn Diaz received 468 shares of Class A common stock on December 6, 2025 from the vesting of a portion of a prior RSU grant.

How many Cognizant (CTSH) shares were withheld for taxes in this Form 4?

Of the 468 vested shares, 232 shares of Cognizant Class A common stock were withheld to pay applicable taxes.

How many Cognizant (CTSH) shares does Kathryn Diaz own after the reported transactions?

Following the reported transactions, Kathryn Diaz beneficially owns 17,690 shares of Cognizant Class A common stock directly.

What is the size and schedule of the RSU grant reported for Cognizant (CTSH)?

The original RSU grant totaled 8,415 RSUs, granted on September 6, 2023. It vests in 10 successive quarterly installments starting on December 6, 2023 and ending on March 6, 2026.

What does each RSU represent in Cognizant (CTSH) stock for this grant?

Each restricted stock unit in this grant represents a contingent right to receive one share of Cognizant’s Class A common stock upon vesting.

Under which plan were the reported Cognizant (CTSH) RSUs granted?

The 8,415 RSUs were granted under Cognizant’s 2023 Incentive Award Plan on September 6, 2023.