Dalal Jatin P 4

4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Jun 17, 2026

AI-generated summary of this filing

Updated Jun 17, 2026

Cognizant (CTSH) CFO Jatin Dalal Receives RSUs; Shares Withheld for Taxes

What Happened

Cognizant CFO Jatin P. Dalal had restricted stock units (RSUs) vest on June 15, 2026. A total of 2,494 RSUs converted into shares (1,846 + 648). To cover tax withholding, 1,346 of those shares were surrendered at $52.17/share for total withholding of $70,221, leaving approximately 1,148 shares delivered to him.
The filing shows the RSU conversions reported as derivative exercises/conversions (transaction code M) and the withheld shares reported as a tax withholding payment (code F). Some conversion lines are reported with $0 because RSUs convert into stock rather than a cash purchase.

Key Details

Transaction date: June 15, 2026 (Form 4 filed June 17, 2026).
Shares vested/converted: 2,494 total (1,846 and 648). Shares withheld for taxes: 1,346 at $52.17 = $70,221. Net shares received: ~1,148.
Reported values: withheld-share price used = $52.17/share; RSU conversion lines show $0 (standard for RSU-to-share conversion).
Shares owned after transaction: not specified in the filing.
Footnotes: These shares come from RSU awards granted March 3, 2025 (22,153- and 7,783-share grants) with multi-year quarterly vesting schedules; the reported vesting entries reflect scheduled installments. Withholding was routine tax-satisfying treatment (code F).

Context

This is a routine vesting and tax-withholding event for executive compensation, not an open-market buy or sell that signals a trading decision. RSU vesting is commonly reported as a derivative conversion (no cash exercise price) with a separate share-withholding to cover taxes.

Form 4

Period: 2026-06-15

Chief Financial Officer

Transactions

Exercise/Conversion
Class A Common Stock
[F1][F2]
2026-06-15+1,846→ 58,809 total
Exercise/Conversion
Class A Common Stock
[F3][F2]
2026-06-15+648→ 59,457 total
Tax Payment
Class A Common Stock
[F4]
2026-06-15$52.17/sh−1,346$70,221→ 58,111 total
Exercise/Conversion
Restricted Stock Units
[F2][F5]
2026-06-15−1,846→ 12,923 total
→ Class A Common Stock (1,846 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F6]
2026-06-15−648→ 3,244 total
→ Class A Common Stock (648 underlying)

Footnotes (6)

[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 2/3rds of 1/8th of the RSU award granted on March 3, 2025.
[F4]Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
[F5]A total of 22,153 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).
[F6]A total of 7,783 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 Jatin P. Dalal, by Power of Attorney|2026-06-17

1 file