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COGNIZANT TECHNOLOGY SOLUTIONS CORP

For the period ended Jun 30, 2025. Filed Jul 31, 2025.

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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.

Jun 30, 2025 · Filed Jul 31, 2025

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

(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 $2,693 million as of June 30, 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 June 30, 2025, we repurchased $354 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)
April 1, 2025 - April 30, 2025—$——$3,047
May 1, 2025 -May 31, 20251,800,84579.961,800,8452,903
June 1, 2025 - June 30, 20252,654,09479.112,654,0942,693
Total4,454,939$79.454,454,939

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 June 30, 2025.

During the three months ended June 30, 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 June 30, 2025, such repurchases totaled 0.2 million shares at an aggregate cost of$14 million.

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