Diaz Kathryn 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) CPO Kathryn Diaz Receives RSU and PSU Awards
What Happened
- Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions (CTSH), received a mix of restricted stock units (RSUs) and performance stock units (PSUs) on February 25, 2026. The filing shows four award entries totaling 18,895 units: 11,821 RSUs, 3,261 RSUs, and PSU portions of 2,743 and 1,070 units. All awards were reported as derivative grants at $0.00 per unit (code A).
Key Details
- Transaction date: February 25, 2026; filing date: February 27, 2026 (timely).
- Award totals: 11,821 RSUs + 3,261 RSUs + 2,743 PSUs + 1,070 PSUs = 18,895 units; $0 per unit at grant/award.
- Vesting/settlement:
- 11,821 RSUs: vest in 12 successive quarterly installments beginning June 1, 2026, fully vested March 1, 2029.
- 3,261 RSUs: vest over 12 successive quarterly installments with a stepped schedule, completing March 1, 2029.
- 2,743 PSUs and 1,070 PSUs: represent ~57% of earlier PSU awards (from 3/6/2023 and 9/6/2023 grants); the Committee determined ~57% of performance criteria were satisfied and these portions will vest and settle in shares on March 15, 2026, provided Diaz remains employed through that date.
- Shares owned after the transaction: not disclosed in the filing.
- Codes/notes: Award/Grant (A); RSUs = contingent right to one share on vesting; PSUs = performance-based contingent shares. No 10b5-1 plan or tax-withholding sale noted in the filing.
Context
- These are derivative awards (not open-market purchases or sales). RSUs and PSUs create future share delivery if vesting/ performance conditions are met; PSUs shown here are tied to prior performance determinations and will settle mid-March 2026 if Diaz remains in service. Such awards are common compensation for executives and do not by themselves indicate immediate buying or selling activity.
Insider Transaction Report
Form 4
Diaz Kathryn
Chief People Officer
Transactions
- Award
Restricted Stock Units
[F1][F2]2026-02-25+11,821→ 11,821 total→ Class A Common Stock (11,821 underlying) - Award
Restricted Stock Units
[F1][F3]2026-02-25+3,261→ 3,261 total→ Class A Common Stock (3,261 underlying) - Award
Performance Stock Units
[F4][F5]2026-02-25+2,743→ 2,743 total→ Class A Common Stock (2,743 underlying) - Award
Performance Stock Units
[F4][F6]2026-02-25+1,070→ 1,070 total→ Class A Common Stock (1,070 underlying)
Footnotes (6)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
- [F2]A total of 11,821 RSUs were granted on February 25, 2026, under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with 1/12th of such RSUs first vesting on June 1, 2026, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2029).
- [F3]A total of 3,261 RSUs were granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with (i) 1/8th of such RSUs vesting on each of June 1, 2026 and the next three quarterly anniversaries of such date; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the following four quarterly anniversaries of such date; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the following three quarterly anniversaries of such date; and (iv) the remainder of such RSUs vesting on the eleventh quarterly anniversary of such date (March 1, 2029).
- [F4]Each performance-based stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock of the Company.
- [F5]Represents a portion of the 4,791 PSUs (a) that were originally granted on March 6, 2023, pursuant to the Company's 2017 Incentive Award Plan and (b) for which the Company's Compensation and Human Capital Committee (the "Committee") determined, on February 25, 2026, that approximately 57% of the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the portion of the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2026, provided that the Reporting Person remains in the Company's service through such date.
- [F6]Represents a portion of the 1,870 PSUs (a) that were originally granted on September 6, 2023, pursuant to the Company's 2023 Incentive Award Plan and (b) for which the Committee determined, on February 25, 2026, that approximately 57% of the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the portion of the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2026, provided that the Reporting Person remains in the Company's service through such date.
Signature
/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney|2026-02-27