COGNIZANT TECHNOLOGY SOLUTIONS CORP·4

Feb 27, 6:16 PM ET

Kim John Sunshin 4

4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Feb 27, 2026

Research Summary

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Cognizant (CTSH) CLO Kim Sunshin Receives Equity Awards

What Happened
Kim John Sunshin, Cognizant’s Chief Legal Officer, Chief Administrative Officer and Corporate Secretary, received equity awards on February 25, 2026. The filing shows three derivative grants: 26,903 restricted stock units (RSUs), 3,261 RSUs, and 10,972 performance-based stock units (PSUs). The grants are recorded at $0.00 per share (awards, not purchases or sales). The PSUs represent an allocated portion (~57%) of a 19,166 PSU award from 2023 and are scheduled to vest/settle on March 15, 2026 subject to continued service and achievement of performance criteria.

Key Details

  • Transaction date and price: February 25, 2026; grant/acquisition code A; reported price $0.00 (derivative awards).
  • Award schedules:
    • 26,903 RSUs vest in 12 quarterly installments beginning June 1, 2026 and fully vest March 1, 2029.
    • 3,261 RSUs vest over quarterly installments with a staggered schedule beginning June 1, 2026 and completing March 1, 2029 (varied fractions per quarter).
    • 10,972 PSUs are a portion of a March 6, 2023 PSU grant for which ~57% of performance criteria were met; these will vest and settle in shares on March 15, 2026 if employment continues.
  • Shares owned after transaction: not disclosed in the provided excerpt.
  • Filing: Form 4 filed Feb 27, 2026 for transactions dated Feb 25, 2026 — appears timely (Form 4 is generally due within two business days).
  • Transaction code meaning: A = Award/Grant; RSUs/PSUs are contingent rights to receive shares, not immediate open-market purchases.

Context

  • RSUs and PSUs are compensation/retention awards and represent future contingent issuance of common stock if vesting and performance conditions are met; they do not represent a cash outlay by the insider at grant.
  • The PSU portion here reflects performance measurement from a prior grant (2023); settlement is conditional on both committee determination and continued service through the settlement date.
  • Such grants are routine executive compensation and should be interpreted differently than open-market purchases or sales.

Insider Transaction Report

Form 4
Period: 2026-02-25
Kim John Sunshin
CLO, CAO & Corporate Secretary
Transactions
  • Award

    Restricted Stock Units

    [F1][F2]
    2026-02-25+26,90326,903 total
    Class A Common Stock (26,903 underlying)
  • Award

    Restricted Stock Units

    [F1][F3]
    2026-02-25+3,2613,261 total
    Class A Common Stock (3,261 underlying)
  • Award

    Performance Stock Units

    [F4][F5]
    2026-02-25+10,97210,972 total
    Class A Common Stock (10,972 underlying)
Footnotes (5)
  • [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
  • [F2]A total of 26,903 RSUs were granted on February 25, 2026, under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with 1/12th of such RSUs first vesting on June 1, 2026, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2029).
  • [F3]A total of 3,261 RSUs were granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with (i) 1/8th of such RSUs vesting on each of June 1, 2026 and the next three quarterly anniversaries of such date; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the following four quarterly anniversaries of such date; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the following three quarterly anniversaries of such date; and (iv) the remainder of such RSUs vesting on the eleventh quarterly anniversary of such date (March 1, 2029).
  • [F4]Each performance-based stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock of the Company.
  • [F5]Represents a portion of the 19,166 PSUs (a) that were originally granted on March 6, 2023, pursuant to the Company's 2017 Incentive Award Plan and (b) for which the Company's Compensation and Human Capital Committee (the "Committee") determined, on February 25, 2026, that approximately 57% of the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the portion of the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2026, provided that the Reporting Person remains in the Company's service through such date.
Signature
/s/ Melissa Glass, on behalf of John Kim, by Power of Attorney|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772234180.xmlPrimary

    FORM 4