Cognizant (CTSH) CFO RSUs Vest; 1,965 Shares Issued, 1,065 Tax Withheld

Rhea-AI Filing Summary

Cognizant Technology Solutions (CTSH) insider filing shows Chief Financial Officer Jatin P. Dalal received 1,965 shares of Class A common stock on 09/01/2025 from the quarterly vesting of restricted stock units granted on 02/28/2024. Those shares represent 1/12th of a 23,572-RSU award that vests quarterly over three years. The filing also reports 1,065 shares were withheld to satisfy applicable taxes, leaving 11,786 shares beneficially owned by Mr. Dalal after the transaction. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• RSU vesting aligns executive compensation with shareholder interests through multi-year vesting
• Clear disclosure of shares vested (1,965) and tax-withheld shares (1,065) enhances transparency

Negative

• Tax withholding of 1,065 shares reduces the net increase in the officer's shareholding

Insights

Securities Analyst

TL;DR: Routine executive compensation vesting; modest share issuance and tax withholding, no transaction indicative of unusual insider timing.

The filing documents standard vesting of RSUs into 1,965 Class A shares and the withholding of 1,065 shares for taxes. The underlying award (23,572 RSUs) vests quarterly over three years, consistent with multi-year retention incentives. This is a common form of equity compensation and does not, by itself, represent a material corporate event or change in control. The post-transaction beneficial ownership total is 11,786 shares as reported. Impact on outstanding float or voting control is not disclosed in this Form 4.

Corporate Governance Expert

TL;DR: Vesting schedule aligns executive pay with tenure; withholding for taxes is standard and reduces net increase in holdings.

The RSU grant mechanism—quarterly vesting over three years—aligns with common retention practices and provides ongoing alignment between executive and shareholder interests. The withholding of 1,065 shares to cover taxes reduces the immediate incremental ownership resulting from the vesting date. The filing contains no indication of any sale, exercise, or other disposition beyond tax withholding, and no insider trading concerns are evident from the reported entries.

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^*

Dalal Jatin P

(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 Financial 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		1,965(1)	A	(2)	33,214	D
Class A Common Stock	09/01/2025		F		1,065(3)	D	$72.25	32,149	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			1,965	(4)	(4)	Class A Common Stock	1,965	$0	11,786	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 23,572 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 Jatin P. Dalal, 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).
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FAQ

What did the Form 4 filed for CTSH disclose?

It disclosed that CFO Jatin P. Dalal had 1,965 Class A shares vest on 09/01/2025 from RSUs and 1,065 shares were withheld for taxes.

How many RSUs were originally granted to Jatin P. Dalal and what is the vesting schedule?

A total of 23,572 RSUs were granted on 02/28/2024, vesting quarterly in 1/12th installments over three years beginning June 1, 2024.

What is Mr. Dalal's beneficial ownership after the reported transaction?

The Form 4 reports 11,786 shares of Class A common stock beneficially owned following the transaction.

Were any shares sold in the reported transactions?

No shares were sold; the filing shows shares were acquired through RSU vesting and a portion withheld to satisfy taxes.

Does this Form 4 indicate any unusual insider activity for CTSH?

No; the filing reflects routine RSU vesting and standard tax withholding, with no sales or special transactions disclosed.