Cognizant (CTSH) Insider Converts RSUs to Shares in Routine Vesting

Rhea-AI Filing Summary

Reporting person: Kim John Sunshin, identified as CLO, CAO & Corporate Secretary of Cognizant Technology Solutions Corporation (CTSH). On 08/16/2025 several restricted stock units (RSUs) vested and converted into Class A common shares, producing three separate non-derivative share receipts of 1,224, 628 and 283 shares. The filing also shows 1,142 shares were withheld to satisfy tax obligations at $70 per share, reflecting standard tax withholding on RSU vesting. The RSU grants originated on February 16, 2023, with specified vesting schedules (total original grants of 14,692, 7,534 and 6,781 RSUs for the respective awards) and quarterly vesting through February 16, 2026. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Increased direct ownership through vesting of RSUs adds to the reporting person's equity stake in CTSH
• Vesting follows disclosed schedule from the February 16, 2023 grants, indicating predictable compensation treatment

Negative

• Shares withheld for taxes (1,142 shares at $70) reduced the net increase in outstanding shares received by the reporting person

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting and tax-withholding; no governance red flags or unusual disposals.

The transactions disclosed are typical of time-based RSU compensation becoming stock upon scheduled vesting. The withheld shares to cover taxes are standard and the filing shows no open-market sales or large, discretionary disposals by the reporting person. This is a routine insider holding change tied to compensation rather than a signal of material corporate action.

Executive Compensation Analyst

TL;DR: Multiple RSU tranches vested per established schedule, increasing direct share ownership net of tax-withholding.

The disclosure details three RSU vesting events from grants dated February 16, 2023, with vesting schedules described in the explanations. The conversion of RSUs to Class A shares and the tax-withholding event are consistent with standard compensation practice and indicate continued compensation realization rather than performance-based adjustments. No derivative exercises or option sales were 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)
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		1,224(1)	A	(2)	37,598	D
Class A Common Stock	08/16/2025		M		628(3)	A	(2)	38,226	D
Class A Common Stock	08/16/2025		M		283(4)	A	(2)	38,509	D
Class A Common Stock	08/16/2025		F		1,142(5)	D	$70	37,367	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			1,224	(6)	(6)	Class A Common Stock	1,224	$0	2,449	D
Restricted Stock Units	(2)	08/16/2025		M			628	(7)	(7)	Class A Common Stock	628	$0	1,256	D
Restricted Stock Units	(2)	08/16/2025		M			283	(8)	(8)	Class A Common Stock	283	$0	566	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 1/12th of the RSU award granted on February 16, 2023.

4. 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.

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

6. A total of 14,692 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).

7. A total of 7,534 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).

8. A total of 6,781 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 John Kim, by Power of Attorney	08/19/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did the CTSH reporting person disclose on the Form 4?

The filing reports the vesting and conversion of RSUs into Class A common stock on 08/16/2025 totaling 1,224, 628 and 283 shares, and 1,142 shares were withheld to pay taxes.

Were these CTSH transactions sales or open-market trades?

No sales or open-market dispositions were reported; the movements were conversions of RSUs upon vesting and a tax-withholding disposition.

When were the RSU grants originally awarded to the reporting person?

The RSU grants were originally awarded on February 16, 2023 with vesting provisions that commenced on May 16, 2023 and continued quarterly through February 16, 2026.

How many RSUs were in the original grants referenced in the Form 4?

The explanations reference original grant sizes of 14,692, 7,534 and 6,781 RSUs for the respective awards.

Who signed the Form 4 on behalf of the reporting person?

The Form 4 was signed on behalf of John Kim by Kelli Arman as attorney-in-fact, with the signature date shown as 08/19/2025.