Diaz Kathryn 4

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).