CTSH Insider Update: Kathryn Diaz RSUs Vest, Ownership Now 17,284 Shares

Rhea-AI Filing Summary

Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions Corporation (CTSH), reported vesting-related transactions on 09/15/2025. She received 699 shares from the quarterly vesting of a 8,382-RSU award and 75 shares from the vesting of a 598-RSU award; 394 shares were withheld to cover taxes on the vesting. After these transactions she beneficially owns 17,284 shares of Class A common stock. The RSU grants originated on March 3, 2025 and vest in scheduled quarterly installments through March 15, 2028.

Positive

• Routine RSU vesting increased direct ownership by 774 shares (699 and 75) consistent with the company's 2023 Incentive Award Plan

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer received routine RSU vesting; modest increase in direct ownership with tax-withholding on shares.

The Form 4 documents scheduled vesting of equity compensation rather than discretionary stock sales or purchases. The transactions reflect standard vesting mechanics under the 2023 Incentive Award Plan: 8,382 RSUs vesting quarterly (1/12th per quarter) and 598 RSUs vesting under a different schedule starting June 15, 2025. Withholding of 394 shares to satisfy tax obligations is common and reduces net share delivery but does not indicate a change in compensation policy or governance. For investors, this is a routine insider holding update rather than a signal of strategic change.

Securities Analyst

TL;DR: Transactions are vesting-driven and small in scale relative to company float; neutral for valuation.

The report shows non-derivative acquisitions via RSU vesting and share withholding for taxes. Reported acquisitions total 774 shares (699 + 75) with 394 shares withheld, leaving a net increase reflected in a beneficial ownership of 17,284 shares. There are no open-market purchases or sales, no option exercises for cash, and no unusual one-off disposals. Impact on outstanding shares and market liquidity is immaterial; treat this as routine compensation settlement.

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

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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).

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)
09/15/2025

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	09/15/2025		M		699(1)	A	(2)	17,209	D
Class A Common Stock	09/15/2025		M		75(3)	A	(2)	17,284	D
Class A Common Stock	09/15/2025		F		394(4)	D	$69.17	16,890	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)	09/15/2025		M			699	(5)	(5)	Class A Common Stock	699	$0	6,985	D
Restricted Stock Units	(2)	09/15/2025		M			75	(6)	(6)	Class A Common Stock	75	$0	449	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 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 8,382 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 598 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 Kathryn Diaz, by Power of Attorney	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Kathryn Diaz report on the Form 4 for CTSH?

The filing reports vesting-related acquisitions on 09/15/2025: 699 shares and 75 shares of Class A common stock were acquired via RSU vesting, and 394 shares were withheld to pay taxes.

How many shares does Kathryn Diaz beneficially own after the reported transactions?

Following the transactions reported on 09/15/2025, she beneficially owns 17,284 shares of Class A common stock.

When were the RSU awards originally granted and what are their vesting schedules?

The RSUs were granted on March 3, 2025. One award of 8,382 RSUs vests quarterly over three years (1/12th per quarter). A second award of 598 RSUs vests under an 8/12-style staggered quarterly schedule, completing by March 15, 2028.

Were there any open-market purchases or sales reported?

No. The Form 4 reports acquisitions from RSU vesting and shares withheld for taxes; there are no reported open-market purchases or sales.

What portion of vested shares was withheld for taxes?

On 09/15/2025, 394 shares of the Company's Class A common stock were withheld to satisfy applicable tax withholding obligations.