COGNIZANT TECHNOLOGY SOLUTIONS CORP·4

Feb 18, 4:07 PM ET

Diaz Kathryn 4

4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

Cognizant (CTSH) CPO Kathryn Diaz Receives 377 RSU Shares

What Happened
Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions (CTSH), had 377 restricted stock units (RSUs) convert to 377 shares upon final vesting on February 16, 2026. Of those shares, 201 were withheld to cover taxes at $66.55 per share (total $13,377), leaving Diaz with a net 176 shares. The gross value of the 377 vested shares using the reported per-share price was $25,106.35.

Key Details

  • Transaction date: February 16, 2026 (Form filed February 18, 2026). Filing appears within the normal Form 4 reporting window.
  • Converted/received: 377 shares from vested RSUs (derivative conversion; Form code M).
  • Tax withholding: 201 shares withheld to pay taxes (Form code F) at $66.55/share = $13,377.
  • Net retained: 176 shares added to Diaz’s holdings.
  • Footnotes: RSUs were granted Feb 16, 2023; each RSU equals one share. A total original grant was 4,520 RSUs that vested over time, with remaining RSUs fully vested on Feb 16, 2026.
  • Shares owned after the transaction: not disclosed in the provided filing details.

Context
This was an award/vesting event (RSUs converting to shares), not an open-market purchase or sale. The withholding of shares to cover taxes is a routine administrative step and common for RSU vesting; it does not necessarily signal insider sentiment about the stock. The filing shows the mechanics of the conversion and tax withholding (derivative conversion and F-code withholding).

Insider Transaction Report

Form 4
Period: 2026-02-16
Diaz Kathryn
Chief People Officer
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1][F2]
    2026-02-16+37718,448 total
  • Tax Payment

    Class A Common Stock

    [F3]
    2026-02-16$66.55/sh201$13,37718,247 total
  • Exercise/Conversion

    Restricted Stock Units

    [F2][F4]
    2026-02-163770 total
    Class A Common Stock (377 underlying)
Footnotes (4)
  • [F1]Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on February 16, 2023.
  • [F2]Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  • [F3]Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  • [F4]A total of 4,520 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on February 16, 2026.
Signature
/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771448873.xmlPrimary

    FORM 4