Kim John Sunshin 4

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.