Cognizant Technology (CTSH) CPO exercises RSUs and covers taxes with shares

Rhea-AI Filing Summary

Cognizant Technology Solutions Chief People Officer Kathryn Diaz reported routine equity compensation activity. On March 6, 2026, 468 restricted stock units were exercised, delivering 468 shares of Class A common stock at a stated price of $0.0000 per share. To cover applicable taxes, 222 of these shares were withheld at $65.7800 per share, leaving Diaz with 18,851 directly owned shares after the transactions. The RSUs stemmed from an 8,415-unit grant dated September 6, 2023 under the 2023 Incentive Award Plan, which vested in ten scheduled quarterly installments and became fully vested on March 6, 2026. No remaining RSU balance is shown after this vesting and exercise.

Insider Trade Summary

468 shares exercised/converted

Mixed 3 txns

Insider Diaz Kathryn

Role Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	468	$0.00	--
Exercise	Class A Common Stock	468	$0.00	--
Tax Withholding	Class A Common Stock	222	$65.78	$15K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 19,073 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 September 6, 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 8,415 RSUs were originally granted on September 6, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 6, 2023, with (i) 1/6th of such RSUs vesting on each of the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th 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 6, 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

OMB Number:			3235-0287
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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)
03/06/2026

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	03/06/2026		M		468(1)	A	(2)	19,073	D
Class A Common Stock	03/06/2026		F		222(3)	D	$65.78	18,851	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)	03/06/2026		M			468	(4)	(4)	Class A Common Stock	468	$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 September 6, 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 8,415 RSUs were originally granted on September 6, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 6, 2023, with (i) 1/6th of such RSUs vesting on each of the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th 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 6, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney	03/10/2026
	** 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 insider transaction did CTSH executive Kathryn Diaz report?

Kathryn Diaz exercised 468 restricted stock units into 468 shares of Cognizant Class A common stock. These shares came from a 2023 RSU grant that fully vested on March 6, 2026, and represent routine compensation-related activity rather than an open-market stock purchase.

How many Cognizant (CTSH) shares were withheld for taxes in this Form 4?

Diaz had 222 shares of Cognizant Class A common stock withheld to pay applicable taxes. The shares were valued at $65.7800 each for tax purposes, reflecting a standard tax-withholding disposition tied to the RSU vesting and exercise event.

What is Kathryn Diaz’s Cognizant (CTSH) share ownership after this filing?

After these transactions, Diaz directly owns 18,851 shares of Cognizant Class A common stock. This figure reflects the net position after exercising 468 RSUs and withholding 222 shares for taxes, as reported in the Form 4 ownership table.

Where did the 468 RSUs exercised by the CTSH CPO originate?

The 468 RSUs came from an 8,415-unit award granted on September 6, 2023. This grant under Cognizant’s 2023 Incentive Award Plan vested in ten quarterly installments, with the remaining portion fully vesting on March 6, 2026, triggering share delivery.

Does this Cognizant (CTSH) Form 4 show any open-market stock sales or purchases?

The Form 4 shows an RSU exercise and tax withholding, but no open-market trades. All transactions relate to equity compensation: conversion of RSUs into common shares and withholding some of those shares to satisfy associated tax liabilities.