Kim John Sunshin 4

What Happened

• John Kim, Chief Legal Officer, Chief Administrative Officer & Corporate Secretary of Cognizant (CTSH), had deferred/performanced equity convert to stock on March 15, 2026: 1,647 RSU shares and 10,972 PSU shares (total 12,619 shares) vested/settled and were converted into Class A common stock. To cover tax withholding, 6,668 shares were surrendered at $60.37 per share, totaling $402,547. Net shares received after withholding: 5,951 shares.

Key Details

• Transaction date(s): March 15, 2026; Form 4 filed March 17, 2026 (appears timely).
• Share counts and values: 12,619 total shares settled (1,647 RSUs + 10,972 PSUs); 6,668 shares withheld at $60.37 = $402,547 for taxes; derivative conversion entries show $0.00 exercise price (non-cash settlement).
• Nature of awards: RSUs (granted March 3, 2025) vested as 1/12th installment; PSUs (granted March 6, 2023) had a portion of performance conditions satisfied (determined Feb 25, 2026) and were settled in shares on March 15, 2026.
• Tax withholding: Shares were withheld to pay applicable taxes (transaction code F).
• Ownership after transaction: Not specified in the provided excerpt of the filing.
• Filing timing: Report filed two days after the transaction date (filed 3/17 for 3/15 transactions).

Context

• These were award vesting/settlement events (not open-market purchases or sales). The derivative code M reflects conversion/settlement of contingent equity (RSUs/PSUs) into shares; the F entry reflects share withholding to satisfy tax liabilities—common, routine actions following vesting. This filing documents receipt and tax withholding, not a deliberate market sale by the insider.