COGNIZANT TECHNOLOGY SOLUTIONS CORP·4

Feb 27, 6:09 PM ET

Varrier Rajesh 4

4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Feb 27, 2026

Research Summary

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Cognizant (CTSH) Rajesh Varrier Receives RSU & PSU Awards

What Happened Rajesh Varrier, President Operations CMD India for Cognizant Technology Solutions (CTSH), was granted equity awards on February 25, 2026: three RSU grants totaling 9,644 restricted stock units (4,076; 1,630; 3,938) and 3,256 performance stock units (PSUs). All awards were reported as grants (price $0.00) under the Company’s 2023 Incentive Award Plan; no cash was exchanged. The PSUs reflect the Committee’s determination that performance objectives were met at approximately 121% and, per the award terms, the PSU award will vest and be settled in shares on March 15, 2026 if Mr. Varrier remains employed through that date.

Key Details

  • Transaction date: February 25, 2026; Filing date: February 27, 2026. Reported as award/grant transactions (code A) at $0.00 per unit.
  • Awards: 4,076 RSUs (F2); 1,630 RSUs (F3); 3,938 RSUs (grant listed); 3,256 PSUs (adjusted payout per F5).
  • Vesting highlights:
    • 4,076 RSUs: vest in 12 successive quarterly installments beginning June 1, 2026; fully vested by March 1, 2029 (F2).
    • 1,630 RSUs: complex 12-quarter schedule starting June 1, 2026 (mix of 1/8th, stepped fractions and remainder; fully by March 1, 2029) (F3).
    • 3,256 PSUs: originally granted Sept 3, 2024; Committee determined ~121% achievement; will vest and settle in shares on March 15, 2026 if still employed (F5).
  • Shares owned after the transaction: not disclosed in the provided filing excerpt.
  • Filing timeliness: reported two days after the transaction date (filed Feb 27 for Feb 25 transactions); no late-filing flag provided in the excerpt.

Context RSUs are contingent rights to receive shares if vesting conditions (service/time) are met; PSUs pay out based on performance metrics and can vary from target (here ~121%). These grants are routine compensation awards and do not involve an open-market purchase or sale—no immediate bullish/sell signal should be inferred from a grant alone. The PSU settlement is subject to continued employment through the March 15, 2026 settlement date.

Insider Transaction Report

Form 4
Period: 2026-02-25
Varrier Rajesh
President Operations CMD India
Transactions
  • Award

    Restricted Stock Units

    [F1][F2]
    2026-02-25+4,0764,076 total
    Class A Common Stock (4,076 underlying)
  • Award

    Restricted Stock Units

    [F1][F3]
    2026-02-25+1,6301,630 total
    Class A Common Stock (1,630 underlying)
  • Award

    Performance Stock Units

    [F4][F5]
    2026-02-25+3,9383,938 total
    Class A Common Stock (3,938 underlying)
Footnotes (5)
  • [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 4,076 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 1,630 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 3,256 PSUs (a) that were originally granted on September 3, 2024, pursuant to the Company's 2023 Incentive Award Plan and (b) for which the Company's Compensation and Human Capital Committee (the "Committee") determined, on February 25, 2026, that approximately 121% 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 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 Rajesh Varrier, by Power of Attorney|2026-02-27

Documents

1 file
  • 4
    wk-form4_1772233747.xmlPrimary

    FORM 4