Kim John Sunshin 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) CLO Kim John Sunshin Exercises RSUs; Shares Withheld
What Happened
Kim John Sunshin (CLO, CAO & Corporate Secretary) had restricted stock units (RSUs) convert into 2,136 shares of Cognizant (CTSH) on February 16, 2026. To cover tax withholding, 1,198 of those shares were withheld at an effective price of $66.55 per share, yielding $79,727. The remaining shares were delivered to the insider. These transactions reflect routine RSU vesting rather than an open-market purchase or sale.
Key Details
- Transaction date: February 16, 2026; Form filed February 18, 2026 (appears timely).
- Actions reported:
- Exercise/conversion of derivative (code M): 1,225 + 628 + 283 = 2,136 shares acquired (conversion of RSUs). Acquisition price shown as N/A or $0.00 (RSUs converting to shares).
- Payment of tax liability (code F): 1,198 shares withheld @ $66.55 = $79,727 (share-withholding to pay taxes).
- Shares owned after transaction: not disclosed in the provided excerpt of the filing.
- Footnotes of note:
- Shares came from fully vested RSU awards granted Feb 16, 2023; each RSU converts to one share (footnotes F1–F3).
- The three grants had original sizes and vesting schedules described in the filing (footnotes F4–F6); the remainder of those grants fully vested on Feb 16, 2026.
- Filing timeliness: Filing date is Feb 18 for Feb 16 transactions, which is within the typical two-business-day Form 4 window.
Context
- These entries reflect RSU vesting and a share-withholding to satisfy tax obligations (a common "sell-to-cover" mechanism), not a discretionary open-market sale or purchase.
- Transaction codes: M = exercise/conversion of derivative (RSU conversion), F = shares withheld for taxes.
- Such vesting-related withholding transactions are generally routine and do not, by themselves, indicate a change in the insider’s view on the company.
Insider Transaction Report
Form 4
Kim John Sunshin
CLO, CAO & Corporate Secretary
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2]2026-02-16+1,225→ 33,117 total - Exercise/Conversion
Class A Common Stock
[F1][F2]2026-02-16+628→ 33,745 total - Exercise/Conversion
Class A Common Stock
[F1][F2]2026-02-16+283→ 34,028 total - Tax Payment
Class A Common Stock
[F3]2026-02-16$66.55/sh−1,198$79,727→ 32,830 total - Exercise/Conversion
Restricted Stock Units
[F2][F4]2026-02-16−1,225→ 0 total→ Class A Common Stock (1,225 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F5]2026-02-16−628→ 0 total→ Class A Common Stock (628 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-02-16−283→ 0 total→ Class A Common Stock (283 underlying)
Footnotes (6)
- [F1]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 February 16, 2023.
- [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]A total of 14,692 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.
- [F5]A total of 7,534 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.
- [F6]A total of 6,781 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 next three successive vesting dates; and (iv) the remainder of the RSUs were fully vested on February 16, 2026.
Signature
/s/ Melissa Glass, on behalf of John Kim, by Power of Attorney|2026-02-18