COGNIZANT TECHNOLOGY SOLUTIONS CORP — Director's Dealing 2024

Mar 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH)
CIK: 0001058290
Period of Report: 2024-02-28

Reporting Person: Gummadi Surya (EVP and President, Americas)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-28	Restricted Stock Units	$	A	14016	Acquired		Class A Common Stock (14016)	Direct
2024-02-28	Restricted Stock Units	$	A	7645	Acquired		Class A Common Stock (7645)	Direct
2024-02-28	Performance Stock Units	$	A	2194	Acquired		Class A Common Stock (2194)	Direct
2024-02-28	Performance Stock Units	$	A	2910	Acquired		Class A Common Stock (2910)	Direct

Footnotes

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 14,016 RSUs were 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).

F3: Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

F4: A total of 7,645 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).

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 a portion of the 2,401 PSUs (a) that were originally granted on February 23, 2021, pursuant to the Company's 2017 Incentive Award Plan and (b) for which the Company's Compensation and Human Capital Committee (the "Committee") determined, on February 28, 2024, that approximately 91.4% 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 portion of the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2024, provided that the Reporting Person remains in the Company's service through such date.

F7: Each PSU represents a contingent right to receive one share of Class A Common Stock of the Company.

F8: Represents a portion of the 3,185 PSUs (a) that were originally granted on May 17, 2021, pursuant to the Company's 2017 Incentive Award Plan and (b) for which the Company's Compensation and Human Capital Committee (the "Committee") determined, on February 28, 2024, that approximately 91.4% 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 portion of the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2024, provided that the Reporting Person remains in the Company's service through such date.