FULLTEXT DEL 2 AV 2
10-Q – 2026-07-29 – ctsh-20260630.htm
(a) In May 2026, we entered into ASR agreements with financial institutions to purchase $500 million of our Class A common stock (the "May 2026 ASR"). In total, 9.7 million shares were repurchased under the May 2026 ASR at an average repurchase price of $51.54. The aggregate purchase price and weighted average price per share do not include the excise tax on net stock repurchases. The excise tax was immaterial for the three months ended June 30, 2026. During the three months ended June 30, 2026, we also purchased shares in connection with our stock-based compensation plans, whereby shares of our Class A common stock were tendered by employees for payment of applicable statutory tax withhol dings. For the three months ended June 30, 2026, such repurchases totaled 0.2 million shares at an aggregate cost of $10 million . Cognizant Technology Solutions 44 June 30, 2026 Form 10-Q Table of Contents Item 5. Other Information (c) Trading Plans No director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K) during the three months ended June 30, 2026, except as follows: Name Title Action Date of adoption/termination Scheduled expiration date 1 Aggregate number of securities to be purchased/sold Jatin Dalal Chief Financial Officer Adoption May 1, 2026 December 31, 2026 Sale of up to 12,000 shares of common stock John Kim Chief Legal Officer, Chief Administrative Officer and Corporate Secretary Adoption May 4, 2026 February 27, 2027 Sale of up to 5,000 shares of common stock (1) The trading plan may also expire on such earlier date as all transactions under the trading plan are completed. Each of the trading arrangements listed in the above table is intended to satisfy the affirmative defense conditions of Rule 10b5-1. Cognizant Technology Solutions 45 June 30, 2026 Form 10-Q Table of Contents Item 6. Exhibits EXHIBIT INDEX Incorporated by Reference Number Exhibit Description Form File No. Exhibit Date Filed or Furnished Herewith 3.1 Amended and Restated Certificate of Incorporation, dated June 4, 2024 8-K 000-24429 3.1 6/7/2024 3.2 Amended and Restated Bylaws, as adopted on September 14, 2018 8-K 000-24429 3.1 9/20/2018 31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed 32.1 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350 Furnished 32.2 Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350 Furnished 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed Cognizant Technology Solutions 46 June 30, 2026 Form 10-Q Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cognizant Technology Solutions Corporation Date: July 29, 2026 By: /s/ R AVI K UMAR S Ravi Kumar S, Chief Executive Officer (Principal Executive Officer) Date: July 29, 2026 By: /s/ J ATIN D ALAL Jatin Dalal, Chief Financial Officer (Principal Financial Officer) Cognizant Technology Solutions 47 June 30, 2026 Form 10-Q