[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

John Kim, CLO, CAO & Corporate Secretary of Cognizant Technology Solutions Corporation (CTSH), reported insider transactions dated 09/01/2025. The filing discloses the vesting and receipt of restricted stock units (RSUs) granted Feb 28, 2024 and related share movements. On 09/01/2025 Mr. Kim had 1,275 RSUs vest (each convertible to one share) resulting in 1,275 shares issued, and 955 RSUs vest resulting in 955 shares issued. Separately, 1,209 shares were disposed of via sale at $72.25 per share, and an amount of shares were withheld to cover taxes. After these transactions Mr. Kim beneficially owned 38,388, 38,642 and 39,597 Class A shares as reported across the lines respectively, reported by power of attorney on 09/03/2025.

Positive

• Vesting of RSUs from the Feb 28, 2024 awards indicates compensation alignment with long-term incentives
• Tax withholding on vested shares demonstrates standard compliance with tax obligations

Negative

• Open-market sale of 1,209 shares at $72.25 represents a disposition by an officer, which may be viewed unfavorably by some investors

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting with a small open-market sale and tax withholding; standard insider activity.

The Form 4 shows scheduled vesting of RSUs from a Feb 28, 2024 award and the sale of 1,209 shares at $72.25 to satisfy personal liquidity or tax obligations. Withholdings were used to pay taxes on vested RSUs. Transactions are consistent with normal compensation vesting schedules and tax compliance; no indication of unusual timing or non-routine corporate actions is present in the filing.

Securities Analyst

TL;DR: Insider received newly vested equity and completed a modest disposition; likely immaterial to company valuation.

The vesting amounts (1,275 and 955 shares) and the sale of 1,209 shares are modest relative to a large-cap issuer and represent typical executive compensation mechanics. The sale price of $72.25 is disclosed and tax withholding reduced net shares issued. No additional compensation changes, loans, or derivative exercises are reported.

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^*

Kim John Sunshin

(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)
	CLO, CAO & Corporate Secretary

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		1,275(1)	A	(2)	38,642	D
Class A Common Stock	09/01/2025		M		955(3)	A	(2)	39,597	D
Class A Common Stock	09/01/2025		F		1,209(4)	D	$72.25	38,388	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			1,275	(5)	(5)	Class A Common Stock	1,275	$0	7,645	D
Restricted Stock Units	(2)	09/01/2025		M			955	(6)	(6)	Class A Common Stock	955	$0	3,824	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 15,290 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 11,467 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 John Kim, 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).
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FAQ

What transactions did John Kim report on Form 4 for CTSH?

He reported vesting of 1,275 and 955 RSUs, a sale of 1,209 Class A shares at $72.25 per share, and shares withheld for taxes.

When did the reported transactions occur?

The transactions are dated 09/01/2025 and the Form 4 was signed by power of attorney on 09/03/2025.

How many total RSUs were originally granted that relate to these vestings?

The filing states 15,290 RSUs were granted for one award and 11,467 RSUs for another on Feb 28, 2024, with quarterly vesting schedules.

What price was obtained for the sold shares?

The sale of 1,209 shares was at $72.25 per share as reported on the Form 4.

How many Cognizant Class A shares did John Kim beneficially own after these transactions?

The filing reports beneficial ownership amounts of 38,642; 39,597; and 38,388 shares across the reported lines after the transactions.