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COGNIZANT TECHNOLOGY SOLUTIONS CORP

For the period ended Mar 31, 2024. Filed May 2, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 2, 2024

CTSH$65.00+2.2%Stored close · as of Nov 10, 2026

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Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Our stock repurchase program allows for the repurchase of up to $11.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under a 10b5-1 Plan in accordance with applicable federal securities laws. The repurchase program does not have an expiration date and had a remaining balance of $1,667 million as of March 31, 2024. The timing of repurchases and the exact number of shares to be purchased are determined by management, in its discretion, or pursuant to a 10b5-1 Plan, and depend upon market conditions and other factors.

During the three months ended March 31, 2024, we repurchased $110 million of our Class A common stock under our stock repurchase program as follows:

MonthTotal Numberof SharesPurchasedAveragePrice Paidper ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs(in millions)
January 1, 2024 - January 31, 2024—$——$1,777
February 1, 2024 - February 29, 2024780,00077.81780,0001,717
March 1, 2024 - March 31, 2024636,39677.48636,3961,667
Total1,416,396$77.661,416,396

The aggregate purchase price and weighted average price per share does not include the excise tax on net stock repurchases incurred as part of the recently enacted Inflation Reduction Act. The excise tax was immaterial for the three months ended March 31, 2024.

During the three months ended March 31, 2024, we also purchased shares in connection with our stock-based compensation plans, whereby shares of our common stock were tendered by employees for payment of applicable statutory tax withhol dings. For the three months ended March 31, 2024, such repurchases totaled 0.3 million shares at an aggregate cost of$23 million.

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