Cognizant (NASDAQ: CTSH) CEO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Cognizant Technology Solutions Chief Executive Officer Ravi Kumar Singisetti reported the vesting and settlement of equity awards. On March 1, 2026, 5,309 Restricted Stock Units vested and were converted into 5,309 shares of Class A Common Stock at a stated price of $0.00 per share, increasing his directly held common stock to 83,223 shares before tax withholding. On the same date, 2,845 shares of Class A Common Stock were disposed of at $64.43 per share to cover applicable taxes, leaving him with 80,378 shares directly owned afterward. The footnotes explain that these RSUs are part of a 63,710-unit grant made on February 28, 2024, vesting in equal quarterly installments over three years through March 1, 2027.

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^*

Singisetti Ravi Kumar

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		5,309(1)	A	(2)	83,223	D
Class A Common Stock	03/01/2026		F		2,845(3)	D	$64.43	80,378	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)	03/01/2026		M			5,309	(4)	(4)	Class A Common Stock	5,309	$0	21,237	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 28, 2024.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

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

4. A total of 63,710 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, 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 1, 2027).

Remarks:

	/s/ Melissa Glass, on behalf of Ravi Kumar Singisetti, by Power of Attorney	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Cognizant (CTSH) report for its CEO?

Cognizant’s CEO reported RSU vesting and related tax withholding. On March 1, 2026, 5,309 Restricted Stock Units vested into 5,309 Class A shares, and 2,845 shares were disposed of to satisfy tax obligations connected to that vesting event.

How many Cognizant (CTSH) RSUs vested for the CEO in this Form 4?

The filing shows 5,309 Restricted Stock Units vested for the CEO. Each RSU represents one share of Class A Common Stock, reflecting 1/12th of a larger grant that vests quarterly over three years under Cognizant’s 2023 Incentive Award Plan.

Were Cognizant (CTSH) shares sold on the open market in this CEO Form 4?

The disposition reported is for tax withholding, not an open-market sale. The CEO had 2,845 Class A Common shares withheld at $64.43 per share to cover applicable taxes triggered by the RSU vesting on March 1, 2026.

What ongoing equity award schedule does Cognizant (CTSH) disclose for its CEO?

The CEO originally received 63,710 RSUs on February 28, 2024. This award vests in equal quarterly installments over three years, starting June 1, 2024, with full vesting expected on the twelfth quarterly vesting date, March 1, 2027.

How did the Cognizant (CTSH) CEO’s direct share ownership change after these transactions?

Before tax withholding, direct Class A Common Stock holdings increased to 83,223 shares after RSU conversion. Following the withholding of 2,845 shares to pay taxes, the CEO’s directly owned balance reported in the filing is 80,378 shares.