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Cognizant (NASDAQ: CTSH) CPO gains shares through RSU and PSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cognizant Technology Solutions’ Chief People Officer Kathryn Diaz reported routine equity compensation activity tied to vesting of restricted and performance stock units. On March 15, 2026, she exercised derivative awards covering 4,587 shares of Class A Common Stock as RSUs and PSUs vested under the company’s incentive plans. After these conversions, her direct Class A Common Stock holdings increased to 21,204 shares. The company withheld 2,234 shares at $60.37 per share to cover applicable taxes, a non‑market disposition that does not represent an open‑market sale.

Positive

  • None.

Negative

  • None.
Insider Diaz Kathryn
Role Chief People Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 699 $0.00 --
Exercise Restricted Stock Units 75 $0.00 --
Exercise Performance Stock Units 2,743 $0.00 --
Exercise Performance Stock Units 1,070 $0.00 --
Exercise Class A Common Stock 699 $0.00 --
Exercise Class A Common Stock 75 $0.00 --
Exercise Class A Common Stock 2,743 $0.00 --
Exercise Class A Common Stock 1,070 $0.00 --
Tax Withholding Class A Common Stock 2,234 $60.37 $135K
Holdings After Transaction: Restricted Stock Units — 5,588 shares (Direct); Performance Stock Units — 0 shares (Direct); Class A Common Stock — 19,550 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. Reflects the settlement, in shares of Class A Common Stock of the Company, of performance-based stock units ("PSUs"). The PSUs were originally granted on March 6, 2023 under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026. Each PSU represents a contingent right to receive one share of the Company's Class A Common Stock. Reflects the settlement, in shares of Class A Common Stock, of the Company of PSUs. The PSUs were originally granted on September 6, 2023 under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 8,382 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 598 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*
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)
03/15/2026
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 03/15/2026 M 699(1) A (2) 19,550 D
Class A Common Stock 03/15/2026 M 75(3) A (2) 19,625 D
Class A Common Stock 03/15/2026 M 2,743(4) A (5) 22,368 D
Class A Common Stock 03/15/2026 M 1,070(6) A (5) 23,438 D
Class A Common Stock 03/15/2026 F 2,234(7) D $60.37 21,204 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) 03/15/2026 M 699 (8) (8) Class A Common Stock 699 $0 5,588 D
Restricted Stock Units (2) 03/15/2026 M 75 (9) (9) Class A Common Stock 75 $0 299 D
Performance Stock Units (5) 03/15/2026 M 2,743 (4) (4) Class A Common Stock 2,743 $0 0 D
Performance Stock Units (5) 03/15/2026 M 1,070 (6) (6) Class A Common Stock 1,070 $0 0 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. Reflects the settlement, in shares of Class A Common Stock of the Company, of performance-based stock units ("PSUs"). The PSUs were originally granted on March 6, 2023 under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026.
5. Each PSU represents a contingent right to receive one share of the Company's Class A Common Stock.
6. Reflects the settlement, in shares of Class A Common Stock, of the Company of PSUs. The PSUs were originally granted on September 6, 2023 under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026.
7. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
8. A total of 8,382 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).
9. A total of 598 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 Kathryn Diaz, by Power of Attorney 03/17/2026
** 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).
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Cognizant (CTSH) Chief People Officer Kathryn Diaz report on this Form 4?

Kathryn Diaz reported routine equity compensation activity. Restricted stock units and performance stock units vested and were settled into Class A Common Stock, reflecting standard compensation rather than open-market buying or selling of Cognizant shares.

How many Cognizant (CTSH) shares were acquired through award vesting?

Equity awards covering 4,587 shares of Cognizant Class A Common Stock were settled through vesting of restricted stock units and performance stock units, converting previously granted derivative awards into directly held shares under the company’s incentive plans.

How many Cognizant (CTSH) shares were withheld for taxes in this filing?

A total of 2,234 shares of Cognizant Class A Common Stock were withheld at a price of $60.37 per share to satisfy tax obligations related to the vesting and settlement of restricted and performance stock units.

What are Kathryn Diaz’s Cognizant (CTSH) shareholdings after these transactions?

Following the March 15, 2026 transactions, Kathryn Diaz directly holds 21,204 shares of Cognizant Class A Common Stock, reflecting the net impact of award vesting and tax-withholding share dispositions reported in this Form 4.

Do these Cognizant (CTSH) Form 4 transactions involve open-market stock sales?

No open-market sales are reported. Shares were acquired through vesting and settlement of restricted and performance stock units, and a portion of the resulting shares was withheld solely to cover tax liabilities associated with those equity awards.

What types of equity awards vested for Cognizant (CTSH) executive Kathryn Diaz?

Both restricted stock units and performance stock units vested for Kathryn Diaz. Each RSU or PSU represented a contingent right to receive one share of Cognizant’s Class A Common Stock upon satisfaction of time-based or performance-based vesting conditions.