Kerdman Alina 4

What Happened

• Alina Kerdman, SVP, Controller & CAO of Cognizant (CTSH), had 199 restricted stock units (RSUs) vest on June 15, 2026. Of the vested shares, 65 shares were withheld to satisfy tax withholding (tax-withheld value $3,391 at $52.17/share) and 133 shares were sold in the open market for $51.70 each, generating $6,876 in proceeds. The RSUs represent a contingent right to one share each under a grant made March 3, 2025.

Key Details

• Transaction date: June 15, 2026; Form filed June 17, 2026 (appears timely).
• Vesting/conversion: 199 RSUs vested (reported as derivative conversion, code M).
• Tax withholding: 65 shares withheld at $52.17/share for $3,391 (code F).
• Open-market sale: 133 shares sold at $51.70/share for $6,876 (code S).
• Sale executed pursuant to a pre-established Rule 10b5-1 trading plan adopted August 19, 2025 (footnote F4).
• Shares owned after transaction: not specified in the provided filing details.
• Vesting schedule context: the 2,394 RSUs were granted March 3, 2025 and vest quarterly over three years (1/12th per quarter) (footnote F5).

Context

• This was a routine vesting and partial disposition of RSUs, not an open-market purchase. The sequence (RSU conversion, tax withholding, and sale) is a common "cashless" outcome when RSUs vest: shares are converted, some are withheld for taxes, and remaining shares may be sold according to a pre-set plan.
• The use of a 10b5-1 plan indicates the sale was executed under a pre-arranged trading program, which aims to remove timing discretion by the insider.