[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions (CTSH), reported routine equity activity on 08/16/2025. A quarterly vesting event delivered 376 shares from restricted stock units (RSUs) granted Feb 16, 2023, and 185 shares were withheld to cover taxes, leaving 15,902 shares beneficially owned after the transactions. The RSU grant originally totaled 4,520 RSUs and vests in quarterly installments through Feb 16, 2026.

Insights

Financial Analyst

TL;DR: Routine officer RSU vesting with modest share delivery and tax withholding; not material to company valuation.

The filing documents a standard compensation vesting event: 376 RSUs vested and converted into shares, with 185 shares withheld for taxes, resulting in 15,902 shares held by the reporting officer. The original award of 4,520 RSUs vests quarterly through February 16, 2026. This is a compensation-related transaction and does not indicate a change in corporate strategy or control. No cash proceeds to the officer are disclosed beyond tax withholding.

Corporate Governance Expert

TL;DR: Disclosure follows Section 16 requirements; transaction is routine and reflects standard executive equity compensation practices.

The Form 4 shows compliance with insider reporting rules for RSU vesting and tax withholding. The transaction codes and explanations clarify that each RSU converts to one Class A share and vesting is on a predetermined schedule from a 2023 grant. There are no indications of planned sales beyond tax-withholding nor any atypical arrangements disclosed. Governance implications are limited given the routine nature.

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^*

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)
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		376(1)	A	(2)	16,087	D
Class A Common Stock	08/16/2025		F		185(3)	D	$70	15,902	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			376	(4)	(4)	Class A Common Stock	376	$0	754	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 the Company's Class A Common Stock withheld to pay applicable taxes.

4. A total of 4,520 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 the RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).

Remarks:

	/s/ Kelli Arman, on behalf of Kathryn Diaz, by Power of Attorney	08/19/2025
	** 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 happened in the CTSH Form 4 filed for Kathryn Diaz?

Answer: On 08/16/2025, 376 RSUs vested into Class A shares; 185 shares were withheld for taxes, leaving 15,902 shares beneficially owned.

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

Answer: 4,520 RSUs were granted on February 16, 2023, vesting in quarterly installments over three years through February 16, 2026.

Did Kathryn Diaz sell any shares in this filing?

Answer: No open-market sale is reported; 185 shares were withheld specifically to pay applicable taxes.

What class of stock is involved in the Form 4 for CTSH?

Answer: The transactions involve Class A Common Stock of Cognizant Technology Solutions Corporation (CTSH).

Who signed the Form 4 on behalf of Kathryn Diaz?

Answer: The form was signed by Kelli Arman on behalf of Kathryn Diaz by power of attorney on 08/19/2025.