COGNIZANT TECHNOLOGY SOLUTIONS CORP
For the period ended Mar 31, 2025. Filed May 1, 2025.
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Mar 31, 2025 · Filed May 1, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Issuer Purchases of Equity Securities
Our stock repurchase program was initially adopted in 2017 and, as amended from time to time, including most recently in March 2025, has authorized the repurchase of up to $13.5 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 $3,047 million as of March 31, 2025. 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, 2025, we repurchased $190 million of our Class A common stock under our stock repurchase program as follows:
| Month | Total Numberof SharesPurchased | AveragePrice Paidper Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs(in millions) |
|---|---|---|---|---|
| January 1, 2025 - January 31, 2025 | — | $— | — | $1,237 |
| February 1, 2025 -February 28, 2025 | 1,647,388 | 84.98 | 1,647,388 | 1,097 |
| March 1, 2025 - March 31, 2025 | 632,811 | 79.01 | 632,811 | 3,047 |
| Total | 2,280,199 | $83.33 | 2,280,199 |
The aggregate purchase price and weighted average price per share does not include the excise tax on net stock repurchases. The excise tax was immaterial for the three months ended March 31, 2025.
During the three months ended March 31, 2025, 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, 2025, such repurchases totaled 0.2 million shares at an aggregate cost of$19 million.
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