[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Alina Kerdman, SVP, Controller & CAO of Cognizant Technology Solutions (CTSH), reported insider transactions dated 09/01/2025. The filing shows vesting of restricted stock units (RSUs) granted on February 28, 2024, resulting in the receipt of 199 and 28 shares of Class A common stock from two RSU tranches. A total of 76 shares were withheld to satisfy tax obligations at a reported price of $72.25 per share.

The filing also discloses the underlying RSU grants: 2,382 RSUs from one award and 331 RSUs from another, with detailed quarterly vesting schedules through March 1, 2027. Post-transaction beneficial ownership counts are included in the form for both stock and RSU balances.

Positive

• Scheduled RSU vesting executed for the reporting officer, reflecting planned compensation rather than opportunistic trading
• Tax withholding was completed via share withholding at a disclosed price of $72.25 per share

Negative

• None.

Insights

Financial Analyst

TL;DR Routine executive equity vesting occurred; no cash sales or unusual transfers were reported.

The Form 4 documents scheduled vesting of RSUs into Class A common shares for the company controller. The transactions reflect normal compensation vesting mechanics: shares issued upon vesting and a portion withheld for taxes at $72.25 per share. The disclosure lists original grant sizes and remaining RSU balances, allowing investors to track potential future dilution as remaining awards vest through March 1, 2027.

Corporate Governance Expert

TL;DR Disclosure is consistent with standard insider reporting requirements for equity compensation vesting.

The filing names the reporting person, relationship to the issuer, and provides clear explanations of the vesting schedule and tax withholding. All material fields required by Section 16 reporting are present, including the use of a power of attorney signature. This is a routine governance disclosure rather than a material corporate event.

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

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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^*

Kerdman Alina

(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)
	SVP, Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		199(1)	A	(2)	359	D
Class A Common Stock	09/01/2025		M		28(3)	A	(2)	387	D
Class A Common Stock	09/01/2025		F		76(4)	D	$72.25	311	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)	09/01/2025		M			199	(5)	(5)	Class A Common Stock	199	$0	1,191	D
Restricted Stock Units	(2)	09/01/2025		M			28	(6)	(6)	Class A Common Stock	28	$0	111	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 Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on February 28, 2024.

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

5. A total of 2,382 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).

6. A total of 331 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 (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 successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2027).

Remarks:

	/s/ Kelli Arman, on behalf of Alina Kerdman, by Power of Attorney	09/03/2025
	** 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.
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FAQ

What did Alina Kerdman report on Form 4 for CTSH?

The report shows RSU vesting on 09/01/2025 resulting in receipt of 199 and 28 Class A shares and withholding of 76 shares for taxes at $72.25 per share.

How many RSUs were originally granted to Alina Kerdman?

The filing states 2,382 RSUs were granted under one award and 331 RSUs under another, both granted on February 28, 2024.

What is the vesting schedule for the RSU grants reported?

The 2,382-RSU award vests in quarterly installments over three years beginning June 1, 2024, completing March 1, 2027; the 331-RSU award has a specified multi-step quarterly vesting schedule also completing March 1, 2027.

Did the Form 4 show any sales of shares by the reporting person?

No sales were reported; shares were issued upon vesting and 76 shares were withheld to cover taxes, which is not a market sale.

Who signed the Form 4 filing for Alina Kerdman?

The form was signed by Kelli Arman on behalf of Alina Kerdman by power of attorney on 09/03/2025.