Bali Vinita 4

4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Jun 4, 2026

AI-generated summary of this filing

Updated Jun 4, 2026

Cognizant (CTSH) Director Vinita Bali Receives RSUs, Sells Shares

What Happened

Vinita Bali, a director of Cognizant Technology Solutions (CTSH), received/vested 4,171 RSUs (derivative awards) and converted/settled a portion into common shares on June 2–3, 2026. As part of the settlement, 2,919 RSUs were converted to shares, 32 shares were withheld/sold to pay taxes at $55.14 each (proceeds $1,764), and a fractional 0.626 share was paid out in cash ($35).

Key Details

Transaction dates: June 2, 2026 (award reported) and June 3, 2026 (conversion/settlement and tax withholding). Form filed June 4, 2026.
Grant/Award: 4,171 RSUs reported as acquired (derivative award).
Conversion/Exercise: 2,919 RSUs converted into shares (transaction code M).
Tax withholding: 32 shares withheld/disposed at $55.14 each for $1,764 (transaction code F).
Fractional share: 0.626 share paid in cash in lieu for $35 (transaction code D).
Shares owned after transaction: not specified in this filing.
Notable footnotes: RSUs represent contingent rights to one share each; RSUs originated from the June 3, 2025 award and related dividend-equivalent RSUs and vested in connection with the reported transactions; fractional RSU was cancelled and paid in cash; shares were withheld to satisfy tax withholding.

Context

This was an RSU vesting and settlement with a routine "sell-to-cover" (tax withholding) rather than an open-market sale for investment purposes. Derivative code M here indicates RSUs were converted/settled into stock; code F denotes shares withheld for taxes. The amounts sold to cover taxes are modest and reflect withholding obligations, not a large-scale divestiture.

Form 4

Period: 2026-06-02

Director

Transactions

Exercise/Conversion
Class A Common Stock
[F1][F2]
2026-06-03+2,919→ 20,457 total
Tax Payment
Class A Common Stock
[F3]
2026-06-03$55.14/sh−32$1,764→ 20,425 total
Award
Restricted Stock Units
[F2][F4]
2026-06-02+4,171→ 4,171 total
→ Class A Common Stock (4,171 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-06-03−2,919→ 0.626 total
→ Class A Common Stock (2,919 underlying)
Disposition to Issuer
Restricted Stock Units
[F2][F6][F5]
2026-06-03$55.14/sh−0.626$35→ 0 total
→ Class A Common Stock (0.626 underlying)

Footnotes (6)

[F1]Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately.
[F2]Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
[F3]Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
[F4]The RSUs will vest fully on June 2, 2027.
[F5]2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026.
[F6]Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.

Signature

/s/ Melissa Glass, on behalf of Vinita Bali, by Power of Attorney|2026-06-04

1 file