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Cognizant (CTSH) director logs 3,000-share sale under Rule 10b5-1 plan

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

Rhea-AI Filing Summary

Cognizant Technology Solutions Corp. director Michael Patsalos-Fox reported a planned sale of company stock. On 12/15/2025, he sold 3,000 shares of Class A common stock at a weighted average price of $83.8571, with individual trades executed between $83.38 and $84.50. The transaction was carried out under a Rule 10b5-1 trading plan adopted on September 11, 2025. Following this sale, he beneficially owns 44,729 shares directly and 6,775 shares indirectly through PFOXFAMILY LLC, whose membership interests are held by a trust for his children, with his spouse serving as co-trustee.

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Insider Patsalos-Fox Michael
Role Director
Sold 3,000 shs ($252K)
Type Security Shares Price Value
Sale Class A Common Stock 3,000 $83.8571 $252K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 44,729 shares (Direct); Class A Common Stock — 6,775 shares (Indirect, PFOXFAMILY LLC)
Footnotes (1)
  1. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 11, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.38 to $84.50, inclusive. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. All of the membership interests of the PFOXFAMILY LLC are held by a trust for the benefit of the reporting person's children and for which the reporting person's spouse is the co-trustee.
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).
X
 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*
Patsalos-Fox Michael
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 S(1) 3,000 D $83.8571(2) 44,729 D
Class A Common Stock 6,775 I PFOXFAMILY LLC(3)
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
Explanation of Responses:
1. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 11, 2025.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.38 to $84.50, inclusive. The reporting person undertakes to provide to Cognizant Technology Solutions Corporation (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
3. All of the membership interests of the PFOXFAMILY LLC are held by a trust for the benefit of the reporting person's children and for which the reporting person's spouse is the co-trustee.
Remarks:
/s/ Melissa Glass, on behalf of Michael Patsalos-Fox, 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) disclose in this Form 4?

The filing reports that director Michael Patsalos-Fox sold 3,000 shares of Cognizant Technology Solutions Corp. Class A common stock on 12/15/2025.

At what price were the CTSH shares sold by the director?

The shares were sold at a weighted average price of $83.8571, with individual sale prices ranging from $83.38 to $84.50, inclusive.

Was the Cognizant (CTSH) insider sale under a Rule 10b5-1 plan?

Yes. The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 11, 2025.

How many CTSH shares does the director own after this transaction?

After the transaction, the director beneficially owns 44,729 Cognizant Class A shares directly and 6,775 shares indirectly through PFOXFAMILY LLC.

What is PFOXFAMILY LLC’s relationship to the Cognizant (CTSH) director?

All membership interests of PFOXFAMILY LLC are held by a trust for the benefit of the director’s children, and the director’s spouse is a co-trustee of that trust.

What is the reporting person’s role at Cognizant Technology Solutions Corp. (CTSH)?

The reporting person is identified as a Director of Cognizant Technology Solutions Corp.