Cognizant (CTSH) CFO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Cognizant Technology Solutions reported an insider equity transaction by its Chief Financial Officer, Jatin P. Dalal. On December 1, 2025, 1,964 restricted stock units (RSUs) granted on February 28, 2024 vested, converting into the same number of shares of Class A common stock. Each RSU represents a right to receive one share.

To cover taxes on this vesting, 1,062 shares were withheld at a price of $77.71 per share. After these transactions, Dalal beneficially owned 35,317 shares of Class A common stock and held 9,822 RSUs. The original RSU grant totaled 23,572 units and is scheduled to vest in 12 equal quarterly installments from June 1, 2024 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^*

Dalal Jatin P

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025

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	12/01/2025		M		1,964(1)	A	(2)	36,379	D
Class A Common Stock	12/01/2025		F		1,062(3)	D	$77.71	35,317	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)	12/01/2025		M			1,964	(4)	(4)	Class A Common Stock	1,964	$0	9,822	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 23,572 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 Jatin P. Dalal, by Power of Attorney	12/03/2025
	** 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 insider transaction did Cognizant (CTSH) disclose for December 1, 2025?

The Chief Financial Officer, Jatin P. Dalal, had 1,964 RSUs vest into the same number of Class A common stock shares on December 1, 2025, pursuant to a prior equity award.

How many Cognizant (CTSH) shares and RSUs does the CFO own after this Form 4?

After the reported transactions, the CFO beneficially owned 35,317 shares of Cognizant Class A common stock and held 9,822 restricted stock units.

What was the size and vesting schedule of the Cognizant (CTSH) RSU grant?

The CFO originally received 23,572 RSUs on February 28, 2024, vesting in 12 quarterly installments over three years, starting June 1, 2024, with final vesting on March 1, 2027.

Why were 1,062 Cognizant (CTSH) shares reported as disposed of in this Form 4?

The 1,062 shares of Cognizant Class A common stock were withheld to pay applicable taxes related to the RSU vesting, at a price of $77.71 per share.

What does each Cognizant (CTSH) RSU represent in this Form 4 filing?

Each restricted stock unit mentioned in the filing represents a contingent right to receive one share of Cognizant’s Class A common stock upon vesting.

Which executive is involved in this Cognizant (CTSH) Form 4 transaction?

The reporting person is Jatin P. Dalal, who serves as Chief Financial Officer of Cognizant Technology Solutions Corporation.