CTSH officer Balu Ayyar reports RSU vesting and share increase

Rhea-AI Filing Summary

Cognizant Technology Solutions Corp. (CTSH) reported a Form 4 for officer Balu Ganesh Ayyar, President – IOA & ISG, reflecting routine equity compensation activity. On 11/16/2025, he acquired 1,005 shares of Class A common stock from the vesting of a restricted stock unit (RSU) award granted on February 16, 2023, representing 1/12th of that grant. On the same date, a separate RSU grant from February 16, 2023 partially vested, delivering an additional 63 shares. Each RSU converts into one share of Class A common stock. Following these transactions, Ayyar beneficially owns 96,928 shares directly, showing the ongoing vesting of multi-year RSU awards under Cognizant’s 2017 Incentive Award Plan.

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^*

Ayyar Balu Ganesh

(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)
	President - IOA & ISG

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2025

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	11/16/2025		M		1,005(1)	A	(2)	96,865	D
Class A Common Stock	11/16/2025		M		63(3)	A	(2)	96,928	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)	11/16/2025		M			1,005	(4)	(4)	Class A Common Stock	1,005	$0	1,005	D
Restricted Stock Units	(2)	11/16/2025		M			63	(5)	(5)	Class A Common Stock	63	$0	63	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 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 Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 16, 2023.

4. A total of 12,055 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 so that such RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).

5. A total of 1,506 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 such RSUs vesting on the twelfth vesting date (February 16, 2026).

Remarks:

	/s/ Melissa Glass, on behalf of Balu Ganesh Ayyar, by Power of Attorney	11/18/2025
	** 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.

FAQ

What did Cognizant (CTSH) insider Balu Ganesh Ayyar report in this Form 4?

He reported the acquisition of 1,005 and 63 shares of Cognizant Class A common stock on 11/16/2025, delivered upon the vesting of previously granted restricted stock units (RSUs).

How many Cognizant (CTSH) shares does Balu Ganesh Ayyar now beneficially own?

After the reported RSU vesting transactions, Balu Ganesh Ayyar beneficially owns 96,928 shares of Cognizant Class A common stock in direct ownership.

What is the role of the reporting person in Cognizant (CTSH)?

The reporting person, Balu Ganesh Ayyar, is an officer of Cognizant, serving as President – IOA & ISG, as indicated in the Form 4.

What are the terms of the 12,055 RSUs granted to the Cognizant (CTSH) officer?

A total of 12,055 RSUs were granted on February 16, 2023 under the 2017 Incentive Award Plan and began vesting in quarterly installments over three years, with 1/12th of the RSUs vesting on each quarterly date so that they are fully vested by February 16, 2026.

What are the vesting terms of the 1,506 RSUs disclosed for Cognizant (CTSH)?

The 1,506 RSUs granted on February 16, 2023 vest quarterly over three years: (i) 1/8th on each of the first four vesting dates; (ii) 2/3rds of 1/8th on each of the next four; (iii) 1/3rd of 1/8th on each of the following three; and (iv) the remainder on the twelfth vesting date, February 16, 2026.

Do Cognizant (CTSH) RSUs convert into common stock on a one-for-one basis?

Yes. Each restricted stock unit described in this Form 4 represents a contingent right to receive one share of Cognizant’s Class A common stock upon vesting.

Was there any sale of Cognizant (CTSH) shares in this Form 4 filing?

No sale transactions are shown. The reported activity consists of acquisitions of Cognizant Class A common stock resulting from RSU vestings, with ownership remaining reported as direct.