SEC Form 4 · accession 0001974721-26-000012
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathryn Diaz
Officer — Chief People Officer
Period of report
Jun 1, 2026
Accepted (ET)
Jun 3, 2026 · 4:47 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001058290
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jun 1, 2026 | M | 743 | — | A | 21,947 | D | |
| Class A Common StockF3,F2 | Jun 1, 2026 | M | 985 | — | A | 22,932 | D | |
| Class A Common StockF4,F2 | Jun 1, 2026 | M | 407 | — | A | 23,339 | D | |
| Class A Common StockF5 | Jun 1, 2026 | F | 1,071 | $55.76 | D | 22,268 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F6 | — | Jun 1, 2026 | M | 743 | D | — | — | Class A Common Stock | 743 | 2,230 | D |
| Restricted Stock UnitsF2,F7 | — | Jun 1, 2026 | M | 985 | D | — | — | Class A Common Stock | 985 | 10,836 | D |
| Restricted Stock UnitsF2,F8 | — | Jun 1, 2026 | M | 407 | D | — | — | Class A Common Stock | 407 | 2,854 | D |
Explanation of responses
- F1Shares 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 28, 2024.
- F2Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- F3Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.
- F4Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
- F5Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
- F6A total of 8,919 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, 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 1, 2027).
- F7A total of 11,821 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
- F8A total of 3,261 were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).