Kim John Sunshin 4

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.