[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions Corporation (CTSH), reported insider transactions dated 09/01/2025. On that date 743 shares of Class A common stock were acquired upon the vesting of restricted stock units (RSUs) granted February 28, 2024, and 371 shares were withheld to satisfy applicable taxes at a reported price of $72.25 per share.

After these transactions, Ms. Diaz beneficially owned 16,645 shares of Class A common stock. The underlying award consisted of 8,919 RSUs originally granted on February 28, 2024, vesting quarterly over three years (1/12th per quarter), with full vesting scheduled by March 1, 2027.

Positive

• 743 shares were issued upon scheduled RSU vesting, reflecting planned equity compensation delivery
• Reporting includes clear disclosure of the 8,919 RSU grant and the quarterly vesting schedule through March 1, 2027
• Post-transaction beneficial ownership of 16,645 Class A shares is explicitly reported

Negative

• The company withheld 371 shares to cover taxes, reducing net issued shares
• No open-market purchases or sales were reported, so no new signal of insider buying interest

Insights

Securities Analyst

TL;DR Routine RSU vesting and tax withholding by a senior officer; no new purchases or sales beyond withholding.

The Form 4 discloses a standard quarterly vesting event for executive RSUs: 743 shares vested and 371 shares were withheld to pay taxes at a reported price of $72.25. The reporting person continues to hold a material but modest block of Class A shares (16,645). This filing appears administrative in nature and does not indicate opportunistic open-market trading or a change in control position.

Corporate Governance Expert

TL;DR Disclosure aligns with typical equity compensation practices and Rule 16 reporting requirements.

The explanation confirms the shares arose from the February 28, 2024 RSU grant under the 2023 Incentive Award Plan, vesting in quarterly installments through March 1, 2027. The filing includes required detail on the number of RSUs granted, vesting schedule, and tax withholding, meeting disclosure expectations for insiders.

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

OMB Number:			3235-0287
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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)
09/01/2025

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		743(1)	A	(2)	16,645	D
Class A Common Stock	09/01/2025		F		371(3)	D	$72.25	16,274	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			743	(4)	(4)	Class A Common Stock	743	$0	4,460	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 the Company's Class A Common Stock withheld to pay applicable taxes.

4. A total of 8,919 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).

Remarks:

	/s/ Kelli Arman, on behalf of Kathryn Diaz, 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.
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 the Form 4 for CTSH?

Ms. Diaz reported the vesting of 743 RSUs on 09/01/2025 and the withholding of 371 shares for taxes at $72.25 per share.

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

A total of 8,919 RSUs were granted on 02/28/2024, vesting quarterly in 1/12th installments over three years, fully vesting by 03/01/2027.

How many Class A shares does Kathryn Diaz beneficially own after the reported transactions?

Following the transactions reported on 09/01/2025, she beneficially owned 16,645 shares of Class A common stock.

Were there any open-market trades reported by Kathryn Diaz in this Form 4?

No. The Form 4 reports RSU vesting and tax-withholding; no open-market purchases or sales were disclosed.

What was the tax withholding amount and price per share reported?

The filing shows 371 shares were withheld to pay taxes at a reported price of $72.25 per share.