Cognizant (CTSH) CFO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Cognizant Technology Solutions Chief Financial Officer Jatin P. Dalal reported equity compensation activity involving restricted stock units and common shares. On March 4, 2026, 2,167 restricted stock units were exercised into 2,167 shares of Class A common stock at $0.00 per share. A separate transaction the same day shows 1,157 shares of Class A common stock withheld at $64.34 per share to cover applicable taxes. After these transactions, Dalal directly owned 39,471 shares of Class A common stock. Footnotes explain these shares relate to a 32,497-unit RSU award granted on December 4, 2023 under the 2023 Incentive Award Plan, which vested in scheduled quarterly installments and was fully vested on March 4, 2026.

Insider Trade Summary

2,167 shares exercised/converted

Mixed 3 txns

Insider Dalal Jatin P

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,167	$0.00	--
Exercise	Class A Common Stock	2,167	$0.00	--
Tax Withholding	Class A Common Stock	1,157	$64.34	$74K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 40,628 shares (Direct)

Footnotes (1)

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on December 4, 2023. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 32,497 RSUs were originally granted on December 4, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in nine successive quarterly installments, commencing on March 4, 2024, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs were fully vested on March 4, 2026.

Form 4 Insider Transactions: What Each Field Means →

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

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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)
03/04/2026

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	03/04/2026		M		2,167(1)	A	(2)	40,628	D
Class A Common Stock	03/04/2026		F		1,157(3)	D	$64.34	39,471	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)	03/04/2026		M			2,167	(4)	(4)	Class A Common Stock	2,167	$0	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on December 4, 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 32,497 RSUs were originally granted on December 4, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in nine successive quarterly installments, commencing on March 4, 2024, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of the RSUs were fully vested on March 4, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Jatin P. Dalal, by Power of Attorney	03/06/2026
	** 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 Cognizant (CTSH) CFO Jatin Dalal report in this Form 4?

Cognizant CFO Jatin P. Dalal reported RSU vesting and related share withholding. On March 4, 2026, 2,167 restricted stock units converted into common shares, and 1,157 shares were withheld at $64.34 each to satisfy tax obligations tied to this equity award.

How many Cognizant (CTSH) shares does the CFO hold after these transactions?

After the reported transactions, CFO Jatin P. Dalal directly holds 39,471 shares of Cognizant Class A common stock. This reflects RSU conversion into shares and share withholding for taxes, as disclosed in the Form 4 ownership totals following the March 4, 2026 transactions.

What equity award underlies the Cognizant (CTSH) CFO’s Form 4 activity?

The activity relates to a 32,497-unit restricted stock unit award granted on December 4, 2023 under Cognizant’s 2023 Incentive Award Plan. Footnotes state this RSU grant vested in nine quarterly installments and became fully vested on March 4, 2026.

Was the Cognizant (CTSH) CFO’s Form 4 a stock purchase or RSU vesting event?

The Form 4 reflects RSU vesting and conversion, not an open-market stock purchase. Code M indicates exercise or conversion of derivative securities into 2,167 common shares, while code F shows 1,157 shares withheld to pay applicable taxes on the vested award.

At what price were Cognizant (CTSH) shares withheld for the CFO’s tax obligations?

Shares were withheld at a price of $64.34 per share to cover applicable taxes. The Form 4 lists a non-derivative transaction with code F, describing payment of tax liability by delivering 1,157 Cognizant Class A common shares at that stated price.