Cognizant (CTSH) Officer Receives 1,067 Shares from RSU Vesting

Rhea-AI Filing Summary

Reporting person: Balu Ganesh Ayyar, an officer (President - IOA & ISG) of Cognizant Technology Solutions Corporation (CTSH), reported stock changes on 08/16/2025. The Form 4 discloses the vesting of restricted stock units: 1,004 RSUs vested (converted to 1,004 Class A shares) and an additional 63 RSUs vested (converted to 63 Class A shares), for a combined increase of 1,067 Class A shares.

The filing shows beneficial ownership following the transactions of 94,109 Class A shares. The RSUs originated from grants on February 16, 2023: one grant of 12,055 RSUs that vest quarterly over three years, and one grant of 1,506 RSUs with a specified staged quarterly vesting schedule culminating on February 16, 2026.

Positive

• Transparent disclosure of RSU vesting and resulting beneficial ownership for an officer of CTSH
• Vesting aligns compensation with previously granted awards (12,055 and 1,506 RSUs) and follows the stated schedule

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider RSU vesting increased the officer's holdings by 1,067 shares; no sale or cash transaction reported.

The Form 4 documents non-derivative acquisitions resulting from scheduled vesting of RSUs granted in February 2023. The transactions are coded as internal compensatory vesting rather than market purchases or dispositions. The incremental share increase to 94,109 shares is informational for share count and insider position tracking but does not by itself indicate a material change in ownership percentage or company control.

Corporate Governance Expert

TL;DR: This is a standard disclosure of equity compensation vesting under existing incentive plans.

The filing provides clear transparency on the composition and vesting cadence of two RSU grants from Feb 16, 2023. Details include the original grant sizes (12,055 and 1,506 RSUs) and the staged quarterly vesting pattern through Feb 16, 2026. From a governance perspective, the report complies with Section 16 disclosure requirements and shows no atypical acceleration, disposition, or 10b5-1 plan notation.

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^*

Ayyar Balu Ganesh

(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 - IOA & ISG

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2025

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	08/16/2025		M		1,004(1)	A	(2)	94,046	D
Class A Common Stock	08/16/2025		M		63(3)	A	(2)	94,109	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)	08/16/2025		M			1,004	(4)	(4)	Class A Common Stock	1,004	$0	2,010	D
Restricted Stock Units	(2)	08/16/2025		M			63	(5)	(5)	Class A Common Stock	63	$0	126	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 16, 2023.

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 1/3rd of 1/8th of the RSU award granted on February 16, 2023.

4. A total of 12,055 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 (February 16, 2026).

5. A total of 1,506 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (February 16, 2026).

Remarks:

	/s/ Kelli Arman, on behalf of Balu Ganesh Ayyar, by Power of Attorney	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

What did Balu Ganesh Ayyar report on Form 4 for CTSH?

The Form 4 reports the vesting of 1,004 and 63 restricted stock units on 08/16/2025, resulting in a combined increase of 1,067 Class A shares.

How many Class A shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the filing shows beneficial ownership of 94,109 Class A shares.

When were the RSU grants originally made and what were their sizes?

The RSU grants were originally made on February 16, 2023, consisting of 12,055 RSUs (first grant) and 1,506 RSUs (second grant).

What is the vesting schedule described in the filing?

The 12,055 RSUs vest quarterly over three years beginning May 16, 2023, with 1/12th vesting each quarter; the 1,506 RSUs vest on a staged quarterly schedule concluding on February 16, 2026.

Was any cash price paid for the shares acquired on 08/16/2025?

No cash price was reported; the RSUs converted to Class A shares with an indicated price of $0 in the filing.