[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Insider Form 4 summary for Cognizant (CTSH) Surya Gummadi, President - Americas and an officer of Cognizant, reported transactions on 09/01/2025 reflecting the vesting of restricted stock units (RSUs) originally granted on February 28, 2024. A total of 1,168 RSUs vested (1/12th of a 14,016 RSU grant) and 637 RSUs vested from a separate 7,645 RSU grant according to their respective vesting schedules. The report shows 897 shares were sold or withheld at a price of $72.25 to satisfy applicable taxes. After these transactions, Mr. Gummadi beneficially owned 43,398 shares of Class A common stock. The filing is a routine disclosure of equity compensation vesting and tax withholding.

Positive

• Vesting of equity compensation occurred, converting RSUs into Class A shares which aligns executive compensation with shareholder interests
• Beneficial ownership increased to 43,398 Class A shares following the reported vesting events

Negative

• 897 shares were withheld/sold at $72.25 to satisfy taxes, reducing the net shares received from vesting

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting disclosed; no new purchases or sales beyond tax withholding.

The filing documents standard vesting mechanics for RSU grants made in February 2024. It reports incremental vesting events (quarterly schedules) and the withholding of 897 shares to cover taxes at a $72.25 share price. This is a typical compensation settlement rather than an active trade decision and does not indicate a change in corporate control or a material shift in insider ownership.

Securities Analyst

TL;DR: Vesting increased reported beneficial ownership modestly; tax-withheld shares reduced net share receipt.

The report increases Mr. Gummadi's reported Class A holdings to 43,398 shares after quarter-based vesting from two RSU awards. The transactions are recorded as vesting (codes M) and a tax-related disposition (code F) at $72.25. For investors tracking insider holdings, this is a routine compensation event with limited informational impact beyond disclosure of ongoing dilution from equity compensation programs.

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^*

Gummadi Surya

(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 - Americas

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		1,168(1)	A	(2)	43,658	D
Class A Common Stock	09/01/2025		M		637(3)	A	(2)	44,295	D
Class A Common Stock	09/01/2025		F		897(4)	D	$72.25	43,398	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			1,168	(5)	(5)	Class A Common Stock	1,168	$0	7,008	D
Restricted Stock Units	(2)	09/01/2025		M			637	(6)	(6)	Class A Common Stock	637	$0	2,550	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 14,016 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 7,645 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 Surya Gummadi, 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 transactions did Surya Gummadi report on the Form 4 for CTSH?

He reported the vesting of 1,168 RSUs and 637 RSUs on 09/01/2025 and the withholding/disposition of 897 shares to cover taxes at $72.25.

How many Class A shares does Surya Gummadi beneficially own after the transactions?

He beneficially owns 43,398 shares of Cognizant Technology Solutions Corporation Class A common stock following the reported transactions.

When were the RSUs originally granted that vested in this filing?

The RSUs were granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and vest according to the schedules described in the filing.

Why were shares withheld in the Form 4 filing?

897 shares were withheld to pay applicable taxes resulting from RSU vesting, as disclosed in the form.

Do these Form 4 transactions indicate active trading by the reporting person?

No. The transactions are reported as vesting of RSUs (code M) and tax withholding (code F), which are standard settlement and withholding events.