Cognizant (CTSH) president acquires common shares through vested RSUs

Rhea-AI Filing Summary

Cognizant Technology Solutions executive Balu Ganesh Ayyar acquired shares through RSU vesting and conversion. On February 16, 2026, he exercised restricted stock units, converting 1,005 and 63 RSUs into the same number of Class A common shares at a stated price of $0.0000 per share. Following these transactions, his direct ownership in Class A common stock increased to 99,746 shares.

The RSUs originated from awards granted on February 16, 2023 under Cognizant’s 2017 Incentive Award Plan. One award covered 12,055 RSUs vesting quarterly over three years, and another covered 1,506 RSUs with a more staggered quarterly vesting schedule, with both awards fully vested on February 16, 2026.

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).

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)
02/16/2026

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	02/16/2026		M		1,005(1)	A	(2)	99,683	D
Class A Common Stock	02/16/2026		M		63(1)	A	(2)	99,746	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)	02/16/2026		M			1,005	(3)	(3)	Class A Common Stock	1,005	$0	0	D
Restricted Stock Units	(2)	02/16/2026		M			63	(4)	(4)	Class A Common Stock	63	$0	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested 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. 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 and the remainder of the RSUs were fully vested on February 16, 2026.

4. 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 the RSUs were fully vested on February 16, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Balu Ganesh Ayyar, by Power of Attorney	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Cognizant (CTSH) executive Balu Ganesh Ayyar report?

Balu Ganesh Ayyar reported acquiring shares of Cognizant Class A common stock through the exercise and conversion of restricted stock units. These RSUs had fully vested under prior awards granted in 2023, resulting in additional directly owned shares at no stated cash exercise price.

How many Cognizant (CTSH) shares did the executive receive from RSU vesting?

He received 1,005 and 63 shares of Cognizant Class A common stock, matching 1,005 and 63 vested restricted stock units. These RSUs converted one-for-one into shares, increasing his directly owned holdings, as reflected in the post-transaction ownership reported in the filing.

What was the reported price for the Cognizant (CTSH) RSU conversions?

The RSU conversions into Cognizant Class A common stock were reported at a transaction price of $0.0000 per share. This reflects that restricted stock units, once vested, deliver shares without a separate cash exercise price paid by the reporting executive.

What is Balu Ganesh Ayyar’s Cognizant (CTSH) share ownership after these transactions?

After the RSU conversions, his direct ownership in Cognizant Class A common stock is reported as 99,746 shares. This figure consolidates the additional shares received from the vested restricted stock units into his existing directly held share position.

When were the underlying Cognizant (CTSH) RSU awards originally granted and how did they vest?

The underlying RSU awards were granted on February 16, 2023 under Cognizant’s 2017 Incentive Award Plan. One 12,055-RSU grant vested quarterly over three years, while a 1,506-RSU grant followed a staged quarterly schedule, with both awards fully vested on February 16, 2026.

What does each restricted stock unit represent for Cognizant (CTSH) executives?

Each restricted stock unit represents a contingent right to receive one share of Cognizant’s Class A common stock. Once vesting conditions are met, the RSUs convert into an equivalent number of shares, increasing the executive’s equity ownership without a separate share purchase.