Jatin P. Dalal - Mar 3, 2025 Form 4 Insider Report for COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)

Signature
/s/ Kelli Arman, on behalf of Jatin P. Dalal, by Power of Attorney
Stock symbol
CTSH
Transactions as of
Mar 3, 2025
Transactions value $
$0
Form type
4
Date filed
3/5/2025, 04:21 PM
Previous filing
Mar 4, 2025
Next filing
Mar 6, 2025

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 Award $0 +22.2K $0.00 22.2K Mar 3, 2025 Class A Common Stock 22.2K Direct F1, F2
transaction CTSH Restricted Stock Units Award $0 +7.78K $0.00 7.78K Mar 3, 2025 Class A Common Stock 7.78K Direct F3, F4
transaction CTSH Performance Stock Units Award $0 +27.8K $0.00 27.8K Mar 3, 2025 Class A Common Stock 27.8K Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 22,153 RSUs were granted on March 3, 2025, 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 15, 2025, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 15, 2028).
F3 Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F4 A total of 7,783 RSUs were granted on March 3, 2025 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 15, 2025 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 15, 2028).
F5 Each performance-based stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock of the Company.
F6 Represents 23,572 PSUs (a) that were originally granted on February 28, 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 March 3, 2025, that approximately 118% 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, 2025, provided that the Reporting Person remains in the Company's service through such date.