Dalal Jatin P 4

What Happened

• Jatin P. Dalal, Chief Financial Officer of Cognizant Technology Solutions (CTSH), had RSUs from a December 4, 2023 grant fully vest on March 4, 2026 and converted into shares. The Form 4 shows 2,167 RSUs converted into Class A common stock. To satisfy tax withholding, 1,157 shares were withheld (reported as a disposition) at $64.34 per share, totaling $74,441. The net shares delivered to Dalal after withholding were 1,010.

Key Details

• Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (appears timely).
• Conversion/Exercise code: M (derivative exercise/conversion of RSUs into shares).
• Withholding code: F (shares withheld to pay tax liability): 1,157 shares × $64.34 = $74,441.
• Net shares issued to insider after withholding: 1,010 shares (2,167 converted − 1,157 withheld).
• Footnotes: Shares came from a fully vested RSU award granted Dec 4, 2023. Each RSU equals one share. The original grant totaled 32,497 RSUs with a multi-quarter vesting schedule that completed on March 4, 2026.
• Shares owned after the transaction are not specified in the provided excerpt.
• No 10b5-1 plan or late filing was indicated in the provided information.

Context

• These entries reflect RSU vesting and a common "sell-to-cover" tax withholding (F code) rather than an open-market sale or discretionary sale by the insider. The M entries record the conversion/termination of the derivative RSU and issuance of underlying shares; one M entry is the conversion (acquisition of shares) and the withholding (F) represents shares surrendered to satisfy taxes. Such routine tax withholdings are standard when restricted stock units vest and do not by themselves indicate a buy or sell signal.