Kim John Sunshin 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) CLO Kim John Sunshin Receives RSU Shares
What Happened
- Kim John Sunshin, CLO, CAO & Corporate Secretary of Cognizant (CTSH), had RSUs vest on March 1, 2026 totaling 2,230 shares (1,274 and 956 shares from two awards). Of those vested shares, 1,196 were withheld to satisfy tax withholding at $64.43/share (total ≈ $77,058), leaving approximately 1,034 net shares delivered to her.
- These entries reflect RSU vesting/settlement (conversion of restricted stock units into shares), not an open‑market sale or purchase. The Form 4 shows the conversion/settlement as derivative exercises/conversions and the withholding as a tax payment.
Key Details
- Transaction date: March 1, 2026; Form 4 filed March 3, 2026 (filed timely).
- Vesting entries: 1,274 shares and 956 shares reported as "exercise or conversion of derivative" (acquired via RSU vesting, price N/A).
- Tax withholding: 1,196 shares withheld at $64.43/share for $77,058 reported as a disposition (code F).
- Net shares received by insider: ~1,034 shares (2,230 vested − 1,196 withheld).
- Shares owned after transaction: not specified in the filing.
- Footnotes explain these shares came from RSU grants made Feb 28, 2024 (15,290 RSUs and 11,467 RSUs) with multi‑year quarterly vesting schedules; withholding was to pay applicable taxes.
Context
- This was a routine RSU vesting and net settlement for tax withholding, not a market sale. The Form 4 uses code M for conversion of the derivative (RSU) into shares and code F for tax withholding. Such tax‑withholding dispositions are common and do not by themselves indicate an insider buying or selling shares on the open market.
Insider Transaction Report
Form 4
Kim John Sunshin
CLO, CAO & Corporate Secretary
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2]2026-03-01+1,274→ 34,104 total - Exercise/Conversion
Class A Common Stock
[F3][F2]2026-03-01+956→ 35,060 total - Tax Payment
Class A Common Stock
[F4]2026-03-01$64.43/sh−1,196$77,058→ 33,864 total - Exercise/Conversion
Restricted Stock Units
[F2][F5]2026-03-01−1,274→ 5,097 total→ Class A Common Stock (1,274 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F6]2026-03-01−956→ 1,913 total→ Class A Common Stock (956 underlying)
Footnotes (6)
- [F1]Shares 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.
- [F2]Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- [F3]Shares of Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on February 28, 2024.
- [F4]Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
- [F5]A total of 15,290 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).
- [F6]A total of 11,467 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 (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, 2027).
Signature
/s/ Melissa Glass, on behalf of John Kim, by Power of Attorney|2026-03-03