Diaz Kathryn 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) CPO Kathryn Diaz Receives RSU/PSU Shares
What Happened
- Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions (CTSH), had equity awards vest/settle on March 15, 2026. She acquired a total of 4,587 shares through the exercise/conversion of RSUs and PSUs (699 + 75 + 2,743 + 1,070). To satisfy tax withholding, 2,234 shares were withheld at $60.37/share, equal to $134,867. The derivative entries show $0.00 for the acquisition price because these were award settlements (not open-market purchases).
Key Details
- Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (no late-filing indicated in the provided extract).
- Shares acquired (vesting/settlement): 4,587 total (699, 75, 2,743, 1,070).
- Shares withheld for taxes: 2,234 shares at $60.37 = $134,867 (reported as a disposal to cover tax liability).
- Net shares delivered to Diaz after withholding: 2,353 shares (4,587 − 2,234).
- Transaction codes: M = exercise/conversion of derivative (RSU/PSU settlement); F = shares withheld to pay taxes.
- Notable footnotes:
- Some amounts are 1/12th or 1/8th installments of RSU grants (e.g., 699 = 1/12th of 8,382 RSUs; 75 = roughly 1/8th of 598 RSUs).
- PSUs from 2023 grants had performance partially satisfied (determined Feb 25, 2026) and were settled Mar 15, 2026.
- F7 indicates withholding to pay applicable taxes.
- Shares owned after the transaction: not specified in the provided filing excerpt.
Context
- This was compensation-related vesting/settlement (RSUs and performance-based PSUs), not an open-market buy or targeted sale. Tax-withholding via share retention is routine and commonly reported as a “disposal” on Form 4 but does not indicate a manager-initiated sale to raise cash.
- Derivative/“exercise or conversion” entries here reflect award settlement into common shares (no cash paid to acquire the shares).
Insider Transaction Report
Form 4
Diaz Kathryn
Chief People Officer
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2]2026-03-15+699→ 19,550 total - Exercise/Conversion
Class A Common Stock
[F3][F2]2026-03-15+75→ 19,625 total - Exercise/Conversion
Class A Common Stock
[F4][F5]2026-03-15+2,743→ 22,368 total - Exercise/Conversion
Class A Common Stock
[F6][F5]2026-03-15+1,070→ 23,438 total - Tax Payment
Class A Common Stock
[F7]2026-03-15$60.37/sh−2,234$134,867→ 21,204 total - Exercise/Conversion
Restricted Stock Units
[F2][F8]2026-03-15−699→ 5,588 total→ Class A Common Stock (699 underlying) - Exercise/Conversion
Restricted Stock Units
[F2][F9]2026-03-15−75→ 299 total→ Class A Common Stock (75 underlying) - Exercise/Conversion
Performance Stock Units
[F5][F4]2026-03-15−2,743→ 0 total→ Class A Common Stock (2,743 underlying) - Exercise/Conversion
Performance Stock Units
[F5][F6]2026-03-15−1,070→ 0 total→ Class A Common Stock (1,070 underlying)
Footnotes (9)
- [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 March 3, 2025.
- [F2]Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- [F3]Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on March 3, 2025.
- [F4]Reflects the settlement, in shares of Class A Common Stock of the Company, of performance-based stock units ("PSUs"). The PSUs were originally granted on March 6, 2023 under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026.
- [F5]Each PSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- [F6]Reflects the settlement, in shares of Class A Common Stock, of the Company of PSUs. The PSUs were originally granted on September 6, 2023 under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026.
- [F7]Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
- [F8]A total of 8,382 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, 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 15, 2028).
- [F9]A total of 598 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, 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 15, 2028).
Signature
/s/ Melissa Glass, on behalf of Kathryn Diaz, by Power of Attorney|2026-03-17