[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions Corporation (CTSH), reported receipt of shares from the scheduled vesting of restricted stock units (RSUs) granted on September 6, 2023. On 09/06/2025, 468 shares were delivered upon vesting (representing 1/3rd of 1/6th of the original award) and 232 shares were withheld to satisfy applicable taxes at an indicated price of $71.82 per share. The filing shows 16,742 shares beneficially owned after the vesting event and 16,510 shares after the tax-withholding disposition. A total of 8,415 RSUs were originally granted and vest in a 10-quarter schedule that began December 6, 2023; remaining vesting continues through March 6, 2026. The Form 4 was submitted by a power of attorney on behalf of Ms. Diaz on 09/09/2025.

Insights

Executive Compensation Analyst

TL;DR: Routine scheduled RSU vesting aligns executive pay with shareholder interests; tax withholding reduced delivered shares.

The filing documents a scheduled vesting tranche from a 2023 RSU grant, with 468 shares issued and 232 shares withheld for taxes at $71.82 per share. This is consistent with the disclosed 10-quarter vesting schedule for the original 8,415-RSU award. From a compensation perspective, this is a standard equity-delivery event that preserves alignment between management and shareholders while following customary tax-withholding practice. There are no indications of discretionary accelerations or atypical transactions in this Form 4.

Corporate Governance Expert

TL;DR: Administrative insider disclosure of routine vesting; no governance concerns apparent from this report.

The Form 4 reflects an officer-level insider receiving vested equity per a previously disclosed award and a tax-withholding disposition. The submission was executed via power of attorney and filed promptly. The report contains clear explanations of the grant, vesting schedule, and share-for-tax withholding, and does not disclose any atypical transfers, pledges, or related-party transactions that would raise governance flags.

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^*

Diaz Kathryn

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2025

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	09/06/2025		M		468(1)	A	(2)	16,742	D
Class A Common Stock	09/06/2025		F		232(3)	D	$71.82	16,510	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)	09/06/2025		M			468	(4)	(4)	Class A Common Stock	468	$0	936	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/3rd of 1/6th of the restricted stock unit ("RSU") award granted on September 6, 2023.

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 8,415 RSUs were originally granted on September 6, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 6, 2023, with (i) 1/6th of such RSUs vesting on each of the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 6, 2026).

Remarks:

	/s/ Kelli Arman, on behalf of Kathryn Diaz, by Power of Attorney	09/09/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Kathryn Diaz report on Form 4 for CTSH?

The filing reports the vesting of 468 shares of Class A common stock from RSUs and the withholding of 232 shares to cover taxes.

How many RSUs were originally granted to Kathryn Diaz and what is the vesting schedule?

She was granted 8,415 RSUs on September 6, 2023, vesting in 10 successive quarterly installments with the final vesting on March 6, 2026.

What price is shown for the shares withheld for taxes?

The Form 4 shows a tax-withholding disposition at a price of $71.82 per share.

How many shares does Kathryn Diaz beneficially own after these transactions?

The filing shows 16,742 shares beneficially owned following the vesting event and 16,510 shares after the tax-withholding disposition.

Who filed the Form 4 and when was it submitted?

The Form 4 was signed by Kelli Arman on behalf of Kathryn Diaz by power of attorney and dated 09/09/2025.