Kim John Sunshin 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Jun 3, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) CLO John Sunshin Receives 4,400 RSUs; 2,388 Withheld
What Happened
- John Sunshin, Cognizant CLO, CAO & Corporate Secretary, had a total of 4,400 restricted stock units (RSUs) vest and convert to shares on June 1, 2026. Per the Form 4, 2,388 shares were withheld to cover tax liability at $55.76 per share, totaling $133,155. The vesting/conversion lines are reported as derivative exercises/conversions (transaction code M) and the withholding is reported under code F. Net shares delivered to Sunshin after withholding: 2,012.
Key Details
- Transaction date: June 1, 2026 (filed June 3, 2026).
- Vesting/conversion: 1,274 + 478 + 2,241 + 407 = 4,400 shares (reported as M transactions).
- Tax withholding: 2,388 shares disposed to cover taxes at $55.76/share = $133,155 (F transaction).
- Net received: 2,012 shares retained by the insider after withholding.
- Notable footnotes: shares arise from multiple RSU grants (grants dated Feb 28, 2024 and Feb 25, 2026 per filing footnotes); each RSU converts to one share. Footnote F3 notes 307 shares were previously acquired under the ESPP and are referenced in holdings. Shares withheld (F) were surrendered to pay taxes.
- Filing timeliness: Form 4 filed two days after the June 1 transaction (no late filing indicated).
Context
- These were RSU vesting/conversion events (derivative conversion), not open-market purchases or sales. The conversion of RSUs to shares and withholding to pay taxes is a routine administrative transaction and does not necessarily signal a buy/sell view by the insider.
- Transaction codes: M = exercise/conversion of derivative (here, RSU vesting to shares); F = payment of tax liability via share withholding.
Insider Transaction Report
Form 4
Kim John Sunshin
CLO, CAO & Corporate Secretary
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2][F3]2026-06-01+1,274→ 41,396 total - Exercise/Conversion
Class A Common Stock
[F4][F2]2026-06-01+478→ 41,874 total - Exercise/Conversion
Class A Common Stock
[F5][F2]2026-06-01+2,241→ 44,115 total - Exercise/Conversion
Class A Common Stock
[F6][F2]2026-06-01+407→ 44,522 total - Tax Payment
Class A Common Stock
[F7]2026-06-01$55.76/sh−2,388$133,155→ 42,134 total - Exercise/Conversion
Restricted Stock Units
[F2][F8]2026-06-01−1,274→ 3,823 total→ Class A Common Stock (1,274 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F9]2026-06-01−478→ 1,435 total→ Class A Common Stock (478 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F10]2026-06-01−2,241→ 24,662 total→ Class A Common Stock (2,241 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F11]2026-06-01−407→ 2,854 total→ Class A Common Stock (407 underlying)
Footnotes (11)
- [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.
- [F10]A total of 26,903 RSUs were originally granted on February 25, 2026 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, 2026, 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, 2029).
- [F11]A total of 3,261 RSUs were originally granted on February 25, 2026 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, 2026, 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, 2029).
- [F2]Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- [F3]Includes 307 shares acquired on March 31, 2026 under the Company's 2004 Employee Stock Purchase Plan, as amended from time to time.
- [F4]Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 28, 2024.
- [F5]Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.
- [F6]Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
- [F7]Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
- [F8]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).
- [F9]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|2026-06-03