[Form 4] COGNIZANT TECHNOLOGY SOLUTIONS CORP Insider Trading Activity

Rhea-AI Filing Summary

Rajesh Varrier, President Operations MD India at Cognizant Technology Solutions Corporation (CTSH), reported multiple restricted stock unit (RSU) vestings on September 15, 2025. Portions of RSU awards vested, resulting in the receipt of 749, 542, and 249 shares of Class A common stock. To satisfy tax withholding obligations, 587 shares were withheld and disposed at a price of $69.77 per share. Following these transactions the reported direct beneficial ownership counts shown were 4,594 shares after withholding, with separate RSU balances of 2,996, 2,172, and 2,495 underlying shares from the respective grants. The filings note the original grant sizes and vesting schedules: 5,991 RSUs (quarterly over two years), 4,884 RSUs (complex 10-quarter schedule), and 2,993 RSUs (quarterly over three years).

Insights

Financial Analyst

TL;DR: Insider received scheduled RSU vestings and sold a small portion to cover taxes; transactions are routine and non-material.

The Form 4 discloses scheduled vesting events and a tax-withholding disposition of 587 shares at $69.77. The transactions reflect compensation vesting rather than open-market trading for liquidity or signaling. The aggregate share amounts involved in the disposition are modest relative to typical public-company float and reflect company-established vesting schedules: one grant of 5,991 RSUs vesting quarterly over two years, a 4,884-RSU grant with a 10-quarter schedule, and a 2,993-RSU grant vesting over three years. For investors, these are standard insider compensation mechanics with limited immediate governance or capital-structure implications.

Corporate Governance Expert

TL;DR: Vesting and tax-withholding sales are standard; no unusual acceleration or discretionary transfers reported.

The filing shows no diversion from plan-based vesting terms and records withholding of shares to satisfy tax obligations at a stated price. The report is filed jointly by one reporting person via power of attorney, and signatures are provided per Form 4 requirements. There is no indication of off-cycle grants, special accelerations, or related-party transactions that would raise governance concerns.

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

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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^*

Varrier Rajesh

(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 Operations MD India

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		749(1)	A	(2)	4,390	D
Class A Common Stock	09/15/2025		M		542(3)	A	(2)	4,932	D
Class A Common Stock	09/15/2025		M		249(4)	A	(2)	5,181	D
Class A Common Stock	09/15/2025		F		587(5)	D	$69.77	4,594	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			749	(6)	(6)	Class A Common Stock	749	$0	2,996	D
Restricted Stock Units	(2)	09/15/2025		M			542	(7)	(7)	Class A Common Stock	542	$0	2,172	D
Restricted Stock Units	(2)	09/15/2025		M			249	(8)	(8)	Class A Common Stock	249	$0	2,495	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/8th of the restricted stock unit ("RSU") award granted on September 3, 2024.

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 1/6th of the RSU award granted on September 3, 2024.

4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on March 3, 2025.

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

6. A total of 5,991 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over two years, commencing on December 15, 2024, with 1/8th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the eighth quarterly vesting date (September 15, 2026).

7. A total of 4,884 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 15, 2024, 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 successive four vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 15, 2027).

8. A total of 2,993 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 Rajesh Varrier, 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.
* 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).
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FAQ

What transactions did Rajesh Varrier report on Form 4 for CTSH?

The report shows RSU vestings on 09/15/2025 resulting in receipt of 749, 542, and 249 Class A shares and a withholding disposition of 587 shares at $69.77 to cover taxes.

How many RSUs were originally granted to Rajesh Varrier?

The filing states original grants of 5,991 RSUs (9/3/2024), 4,884 RSUs (9/3/2024), and 2,993 RSUs (3/3/2025) with specified quarterly vesting schedules.

What were Varrier’s reported holdings after the transactions?

Following the reported vestings and withholding, the Form 4 shows direct beneficial ownership counts of 4,594 shares after withholding, and RSU underlying balances of 2,996, 2,172, and 2,495 for the respective grants.

Was the disposition an open-market sale or a tax withholding?

The filing identifies the disposition of 587 shares as withholding to pay applicable taxes, with a reported price of $69.77 per share.