Cognizant (CTSH) CFO Jatin Dalal discloses RSU vesting and share withholding

Rhea-AI Filing Summary

Cognizant Technology Solutions Corp. Chief Financial Officer Jatin P. Dalal reported routine stock-based compensation activity involving the company’s Class A Common Stock. On December 15, 2025, 1,846 shares were issued from the vesting of 1/12th of a restricted stock unit (RSU) award granted on March 3, 2025, and 973 shares were issued from the vesting of 1/8th of a separate RSU award granted on the same date. To cover applicable taxes, 1,546 shares were withheld at a price of $83.94 per share.

Following these transactions, Dalal directly held 37,588 shares of Class A Common Stock. He also continued to hold derivative awards, including 16,615 RSUs related to the first grant and 4,865 RSUs related to the second grant, each representing a contingent right to receive one share of Class A Common Stock. Both RSU grants were made under Cognizant’s 2023 Incentive Award Plan and vest in quarterly installments through March 15, 2028.

Insider Trade Summary

2,819 shares exercised/converted

Mixed 5 txns

Insider Dalal Jatin P

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,846	$0.00	--
Exercise	Restricted Stock Units	973	$0.00	--
Exercise	Class A Common Stock	1,846	$0.00	--
Exercise	Class A Common Stock	973	$0.00	--
Tax Withholding	Class A Common Stock	1,546	$83.94	$130K

Holdings After Transaction: Restricted Stock Units — 16,615 shares (Direct); Class A Common Stock — 38,161 shares (Direct)

Footnotes (1)

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 March 3, 2025. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on March 3, 2025. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 22,153 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, 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 15, 2028). A total of 7,783 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 15, 2028).

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

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^*

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)
12/15/2025

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	12/15/2025		M		1,846(1)	A	(2)	38,161	D
Class A Common Stock	12/15/2025		M		973(3)	A	(2)	39,134	D
Class A Common Stock	12/15/2025		F		1,546(4)	D	$83.94	37,588	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)	12/15/2025		M			1,846	(5)	(5)	Class A Common Stock	1,846	$0	16,615	D
Restricted Stock Units	(2)	12/15/2025		M			973	(6)	(6)	Class A Common Stock	973	$0	4,865	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 March 3, 2025.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on March 3, 2025.

4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

5. A total of 22,153 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, 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 15, 2028).

6. A total of 7,783 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 15, 2028).

Remarks:

	/s/ Melissa Glass, on behalf of Jatin P. Dalal, by Power of Attorney	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Cognizant (CTSH) report for its CFO on December 15, 2025?

On December 15, 2025, Cognizant’s CFO Jatin P. Dalal reported the vesting of two restricted stock unit awards, resulting in the issuance of 1,846 and 973 shares of Class A Common Stock.

How many Cognizant (CTSH) shares did the CFO have after the reported Form 4 transactions?

After the reported transactions, the CFO directly held 37,588 shares of Cognizant’s Class A Common Stock, as shown in the beneficial ownership column.

Why were some Cognizant (CTSH) shares withheld in the CFO’s Form 4 filing?

1,546 shares of Cognizant Class A Common Stock were withheld at $83.94 per share to pay applicable taxes related to the RSU vesting.

What are the terms of the CFO’s 22,153 Cognizant (CTSH) RSU grant?

The 22,153 RSUs granted on March 3, 2025 vest in quarterly installments over three years, with 1/12th vesting on each quarterly vesting date starting June 15, 2025, and fully vesting on March 15, 2028.

How do the CFO’s 7,783 Cognizant (CTSH) RSUs vest over time?

The 7,783 RSUs granted on March 3, 2025 vest quarterly over three years starting June 15, 2025, with a stepped schedule: 1/8th on each of the first four vesting dates, 2/3rds of 1/8th on each of the next four, 1/3rd of 1/8th on each of the next three, and the remainder on March 15, 2028.

What does each Cognizant (CTSH) RSU represent in the CFO’s Form 4?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Cognizant’s Class A Common Stock, as stated in the explanation of responses.