Form 4: Cognizant SVP Controller Sells Shares Post-RSU Vesting

Alina Kerdman, Cognizant's SVP, Controller & CAO, reported the vesting of restricted stock units and subsequent sale of Class A Common Stock under a pre-arranged trading plan.

Summary

• Alina Kerdman, SVP, Controller & CAO of Cognizant Technology Solutions Corp (CTSH), reported transactions on December 1, 2025.
• Received 198 shares of Class A Common Stock from the vesting of 1/12th of a restricted stock unit (RSU) award granted on February 28, 2024.
• Received 27 shares of Class A Common Stock from the vesting of 2/3rds of 1/8th of another RSU award granted on February 28, 2024.
• 74 shares of Class A Common Stock were withheld at a price of $77.71 to cover applicable taxes.
• Sold 151 shares of Class A Common Stock at a price of $77.45.
• The sale was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025.
• Following these transactions, Kerdman beneficially owns 645 shares of Class A Common Stock directly.
• Kerdman also beneficially owns 993 and 84 derivative Restricted Stock Units following the reported transactions.

Sentiment

Score: 6

Explanation: The filing indicates routine RSU vesting as part of an executive compensation plan and a pre-planned sale of shares, which are standard occurrences and do not suggest any immediate positive or negative shifts in company fundamentals. The vesting of RSUs is a positive for the executive and reflects ongoing compensation.

Positives

• Vesting of 225 Restricted Stock Units (198 + 27) indicates continued employee retention and performance incentives.
• The transactions were executed under a Rule 10b5-1 trading plan, demonstrating pre-planned and compliant insider trading.

Negatives

• Sale of 151 shares of Class A Common Stock by a senior officer, though pre-planned, reduces direct ownership.

Future Outlook

The reporting person's remaining Restricted Stock Units are scheduled to continue vesting in quarterly installments, with full vesting anticipated by March 1, 2027, under the terms of the Company's 2023 Incentive Award Plan.

Management Comments

• The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025.

Industry Context

This routine insider transaction reflects standard compensation practices within the technology services industry, where restricted stock units are a common component of executive compensation packages, aligning management interests with shareholder value over the long term. The use of a Rule 10b5-1 plan is a common practice for executives to manage personal finances while adhering to insider trading regulations.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, pre-planned insider transaction. It provides transparency regarding executive stock ownership changes.
• Employees: Reflects standard executive compensation practices, which can be a benchmark for other employees with similar equity awards.

Next Steps

• Continued quarterly vesting of remaining Restricted Stock Units until March 1, 2027.

Key Dates

Recommendation

This Form 4 details routine insider transactions, specifically the vesting of restricted stock units and a subsequent pre-planned sale of shares by a senior officer. Such transactions are common and typically do not reflect a change in the company's fundamental outlook or performance. Therefore, it provides no new information that would warrant a change in investment recommendation; a 'hold' stance is appropriate based solely on this filing.

Keywords

Cognizant Technology Solutions, CTSH, Alina Kerdman, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, 10b5-1 Plan, Corporate Officer, Technology Services