[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Balu Ganesh Ayyar, President - IOA & ISG at Cognizant Technology Solutions Corporation (CTSH), reported changes in beneficial ownership tied to restricted stock units granted on February 28, 2024. On 09/01/2025 the filing shows vesting activity: 1/12th of the RSU award vested and converted into shares, with each RSU representing a contingent right to one share. The report lists 5,415 underlying shares from the derivative schedule and shows 95,012 shares beneficially owned following the reported transaction(s). The filing was signed by power of attorney on 09/03/2025.

Positive

• Document explicitly states the vesting of RSUs granted on February 28, 2024 and the established quarterly vesting schedule.
• Filing confirms that each RSU converts to one share of Class A common stock as a contingent right.

Negative

• The non-derivative section reports a disposition of 95,012 Class A common shares on 09/01/2025 as shown in the filing.

Insights

Financial Analyst

TL;DR: This Form 4 documents routine executive compensation vesting and resulting share ownership change.

The filing records the scheduled vesting of RSUs awarded on February 28, 2024, with 1/12th of the award vesting on September 1, 2025. Each RSU converts to one share per the filing. The derivative table lists 5,415 shares underlying vested RSUs and the non-derivative table shows 95,012 shares beneficially owned after the transaction. This is a disclosure of compensation-related equity changes rather than a market trade or external transaction.

Corporate Governance Expert

TL;DR: The Form 4 reflects standard equity compensation administration and required Section 16 reporting.

The report identifies the reporting person as an officer and records vesting under the company’s 2023 Incentive Award Plan. It specifies the original grant size (10,830 RSUs) and the quarterly vesting schedule that began June 1, 2024, culminating on March 1, 2027. Signature was provided by a power of attorney. The disclosure meets procedural requirements for insider reporting of vested awards.

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
Estimated average burden
hours per response:			0.5

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)
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		903(1)	A	(2)	95,012	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			903	(3)	(3)	Class A Common Stock	903	$0	5,415	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. A total of 10,830 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 Balu Ganesh Ayyar, 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 the Form 4 filed for CTSH on 09/03/2025 report?

It reported RSU vesting activity for Balu Ganesh Ayyar with transactions dated 09/01/2025 and indicated shares received from the vesting of restricted stock units.

How many RSUs were originally granted to the reporting person?

The filing states a total of 10,830 RSUs were originally granted on February 28, 2024 under the 2023 Incentive Award Plan.

How many shares vested or were reported in the Form 4?

The derivative table shows 5,415 shares listed as underlying vested RSUs and the non-derivative section shows 95,012 shares beneficially owned following the reported transaction(s).

What is the vesting schedule for the RSUs mentioned in the filing?

The RSUs began vesting in quarterly installments over three years starting June 1, 2024, with 1/12th of the RSUs vesting on each quarterly date and full vesting on March 1, 2027.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Kelli Arman on behalf of Balu Ganesh Ayyar by power of attorney on 09/03/2025.