Power John Kim - 01 Jun 2025 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Role
CLO, CAO & Corporate Secretary
Signature
/s/ Kelli Arman, on behalf of John Kim, by Power of Attorney
Issuer symbol
CTSH
Transactions as of
01 Jun 2025
Net transactions value
-$499,603
Form type
4
Filing time
03 Jun 2025, 16:44:45 UTC
Previous filing
20 May 2025
Next filing
17 Jun 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kim John Sunshin CLO, CAO & Corporate Secretary C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP., 300 FRANK W. BURR BLVD., STE. 36, 6 FL., TEANECK /s/ Kelli Arman, on behalf of John Kim, by Power of Attorney 03 Jun 2025 0001853867

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTSH Class A Common Stock Options Exercise +1,274 +3.2% 40,896 01 Jun 2025 Direct F1, F2
transaction CTSH Class A Common Stock Options Exercise +955 +2.3% 41,851 01 Jun 2025 Direct F2, F3
transaction CTSH Class A Common Stock Tax liability $98,403 -1,215 -2.9% $80.99 40,636 01 Jun 2025 Direct F4
transaction CTSH Class A Common Stock Sale $401,200 -5,000 -12% $80.24 35,636 02 Jun 2025 Direct F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTSH Restricted Stock Units Options Exercise $0 -1,274 -12% $0.000000 8,920 01 Jun 2025 Class A Common Stock 1,274 Direct F2, F6
transaction CTSH Restricted Stock Units Options Exercise $0 -955 -17% $0.000000 4,779 01 Jun 2025 Class A Common Stock 955 Direct F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
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 February 28, 2024.
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 February 28, 2024.
F4 Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
F5 The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2024.
F6 A total of 15,290 RSUs were originally granted on February 28, 2024, 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, 2024, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2027).
F7 A total of 11,467 RSUs were granted on February 28, 2024 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, 2024 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, 2027).