Cognizant Technology Solutions (CTSH) 10-K risk factor changes: FY2025 vs FY2024

[removed: You] [added: Before making an investment decision, you] should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including “[Part II, Item 7.

Our actual results could differ materially from those anticipated in [removed: the] [added: our] forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Additionally, macroeconomic and geopolitical [removed: developments, including public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation and high interest rates] [added: developments] may amplify many of the risks discussed below to which we are subject.

Our results of operations could be adversely affected by [removed: economic] [added: macroeconomic] and geopolitical conditions globally and in particular in the markets in which our clients and operations are concentrated.

Volatile, negative or uncertain economic [removed: conditions] [added: and geopolitical conditions, including as a result of recession or slowing economic growth, inflation, higher interest rates, tightening of credit markets and changes in trade policy (including trade disputes, the threat or imposition of tariffs or other trade restrictions and related retaliatory actions),] have in the past and could in the future cause our clients to reduce, postpone or cancel spending on [added: new or existing] projects with us, [added: negatively affecting our business and] making it more difficult for us to accurately forecast client demand and have available the right resources to profitably address such client [removed: demand, including as a result of inflation, higher interest rates, tightening of credit markets, trade disputes, recession or slowing growth, among others.][added: demand.]

For example, in [removed: 2024] [added: the recent past] some of our clients continued to reduce their discretionary spending in response to economic [added: and geopolitical] uncertainty, which negatively impacted our revenues.

Macroeconomic or geopolitical conditions, including [added: recessionary or] inflationary pressures, trade disputes or other challenges could result in financial difficulties for our [removed: clients, which] [added: clients that] have in the past and could in the future cause clients to delay payments to us, request modifications to their payment arrangements or default on their payment obligations to us.

Additionally, we benefit from governmental policies in countries that encourage foreign investment and promote the ease of doing business, such as tax incentives, and any change in policy or circumstances that [removed: results in the elimination of such benefits or degradation of the rule of law, or imposition of new adverse restrictions or costs on our operations could have a material adverse effect on our business, results of operations and financial condition.]

[removed: Business-Competition](#ie02a3808edd842f9891d0b99057c9258_19).”] [added: Business-Competition](#i43a1d75fa7de4a3a8d50495b751a4484_19).”] We compete on the basis of reputation and experience, strategic advisory capabilities, digital [removed: services] [added: and AI] capabilities, performance and reliability, responsiveness to customer needs, financial stability, corporate governance and competitive pricing of services.

| Cognizant | | | 14 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

[added: The less we are able to differentiate our services] and solutions and/or clearly convey the value of our services and solutions, the more difficulty we have in winning new work in sufficient volumes and at our target pricing and overall economics.

Our relationships with our third-party alliance partners, who supply us with [removed: necessary components to the services] [added: technology, including platforms] and [removed: solutions we offer our clients,] [added: software,] are also critical to our ability to provide many of our services and solutions that address client [removed: demands.][added: demands or requirements.]

[removed: Some] [added: In addition, some] of our third-party alliance partners are also [added: our] clients or suppliers [added: of technology] for our internal operations.

There can be no assurance that we will be able to maintain such relationships or that such [removed: components] [added: technology] will be available on the expected timelines or for [added: the] anticipated prices.

Among other things, such alliance partners may in the future decide to compete with us, form exclusive or more favorable arrangements with our competitors or otherwise reduce our access to their [removed: products,] [added: technology,] thereby impairing our ability to provide the services and solutions [added: dependent on such technology] demanded [added: or required] by clients.

Any performance failure on the part of our alliance partners, or the discontinuance by such alliance partners of [removed: services] [added: technology] that we have relied on them to [removed: perform] [added: provide] for our [removed: clients,] [added: clients or ourselves,] could delay [added: or prevent] our performance [removed: or require us to] [added: unless we] engage alternative third parties to [removed: perform] [added: provide] the [removed: services] [added: equivalent technology] at our cost or [removed: to perform them] [added: provide the equivalent technology] ourselves, any of which could deprive us of potential revenue or adversely impact our profitability.

Our use of AI technologies may not be successful and may present business, financial, [removed: legal,] [added: legal] and reputational risks.

[removed: We have incurred and plan to continue to incur significant development and] operational costs to build and support our AI capabilities, including costs to ensure ongoing compliance with the complex and rapidly evolving legal landscape around AI and automation.

If we fail to develop and implement AI solutions that meet our internal and client [removed: needs or] [added: needs,] if we are unable to [added: offer or] bring AI-enabled solutions to market as effectively or with the same speed as our competitors, [added: or if our clients do not accept new pricing models that reflect the value of our AI-enabled solutions,] we may fail to recoup our investments in AI and our financial performance, competitive position, business and reputation may be adversely impacted.

| Cognizant | | | 15 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

AI technology and services require access to high-quality datasets, [added: models (including] foundation [removed: models,] [added: models),] and other AI system components.

In the future, we may face difficulties acquiring the necessary rights from third parties due to market [removed: competition] [added: competition, pricing changes, licensing restrictions] and other factors.

To overcome this, we may need to invest in alternative strategies, such as forming [removed: alliances] [added: partnerships] or developing our own resources.

In addition, the development, [removed: adoption,] [added: adoption] and use of AI technologies [removed: are all still in their early stages] [added: continue to evolve rapidly] and ineffective or inadequate AI development or deployment practices by us, our [removed: clients,] [added: clients] or [added: other] third parties [removed: with whom we do business] [added: may not deliver anticipated efficiencies and] could result in unintended consequences.

Such consequences may include, for example, [removed: employees making decisions based] [added: operational or compliance risks; reliance] on [removed: biased] [added: outputs that reflect biased, incomplete] or inaccurate information; unauthorized disclosure of sensitive information; operational inefficiencies leading to decreased productivity; deliberate misuse; or infringement of third-party IP rights.

Additionally, the use of AI by us or our business partners may create new [added: or exacerbate existing] cybersecurity vulnerabilities, including [removed: those which] [added: novel risk vectors that] may not be [removed: recognized at the time.][added: immediately identifiable.]

[removed: The uncertainty around the safety and security of new and emerging AI applications requires significant investment to test for security, accuracy, bias, and other variables -] [added: These] efforts [removed: that] can be [removed: complex, costly,] [added: complex] and [added: resource intensive, could] potentially impact our profit margins, [added: may not sufficiently address risks] and may cause decreased demand for our services or harm to our business, results of operations, financial [removed: condition,] [added: condition] or reputation.

[removed: Furthermore, the legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, with jurisdictions] [added: Authorities] around the world [added: are] applying, or considering applying, laws and regulations related to IP, cybersecurity, export controls, privacy, data [removed: security,] [added: security] and data protection to AI and automated [removed: decision-making, or general legal frameworks on AI,] [added: decision-making technologies, as well as adopting AI-specific regulatory frameworks,] such as [added: emerging U.S. state AI laws and] the EU AI [removed: Act,] [added: Act] which entered into force in 2024 and parts of which [removed: apply beginning] [added: began applying] in 2025.

These laws are [removed: continuously evolving] [added: subject to ongoing interpretation] and [removed: developing] [added: implementation] and may impose obligations on companies developing and using AI or automated decision-making technologies.

Given the [removed: rapid rate] [added: pace] of [removed: change] [added: regulatory development] and the [removed: often uncertain] [added: potential for divergent or evolving] scope, [removed: interpretation,] [added: interpretation] and application of these laws and regulations, [removed: which may be in conflict across jurisdictions,] we may not always be able to anticipate how courts and regulators will apply existing laws to [removed: AI, predict] [added: AI or] how new [added: AI-specific] legal frameworks will [removed: address AI,] [added: be implemented,] or otherwise ensure compliance with these frameworks.

Compliance with new or changing laws, regulations, industry standards or ethical requirements and expectations relating to AI may impose significant operational [removed: costs requiring us] [added: costs, require additional investment in governance, documentation and controls, or necessitate changes] to [removed: change] our service offerings or business practices, particularly as we expand the use of such [removed: technologies, or may limit or prevent our ability to develop, deploy, or use AI] technologies.

Failure to [removed: appropriately conform to] [added: effectively navigate and comply with] this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

Our success is dependent, in large part, on our ability to keep our supply of skilled employees, including project managers, IT engineers and senior technical personnel, in particular those with experience in key AI and digital areas, in balance with client demand [removed: around the world] and on our ability to attract and retain senior management with the knowledge and skills to lead our business globally.

We must hire or [removed: reskill,] [added: upskill,] integrate, retain and motivate our large workforce with diverse skills and expertise to serve client demands [removed: across] [added: around] the globe, respond quickly to rapid and ongoing technological, industry and macroeconomic developments and grow and manage our business.

Competition for skilled labor is intense and, in some jurisdictions in which we operate and in key AI and digital areas, there are more open positions than qualified [removed: persons] [added: individuals] to fill these positions.

In addition, changes in immigration laws or policies, or varying applications of immigration laws and policies, [removed: could limit] [added: have limited] the availability of certain work visas in the U.S., which could [added: exacerbate competition for skilled labor.]

| Cognizant | | | 16 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

Our business has experienced in the past and may experience in the future [removed: significant] employee [removed: attrition,] [added: attrition at levels] which [removed: has caused] [added: could cause] us to incur increased costs to hire new employees with the desired skills.

[removed: While we strive to adjust pricing to reduce the impact of compensation increases on our operating margin, we] [added: We] may not be successful in recovering [removed: these increases,] [added: through price increases or other mechanisms any increases we make to compensation,] which could adversely affect our profitability and operating margin.

If we are unable to [removed: hire] [added: hire, retain] or deploy employees with the needed skillsets or if we are unable to adequately equip our employees with the skills needed, this could materially adversely affect our business.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i43a1d75fa7de4a3a8d50495b751a4484_49)” and our consolidated financial statements and related notes, and the other documents and materials we file with the SEC, as well as news releases and other information we publicly disseminate from time to time.

The disclosure below reflects our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.

References to past events are provided as examples only and are not intended to be a complete list or representation as to whether or not the other risks described below have occurred in the past.

Additional risks and uncertainties not previously known to us, or that we currently see as immaterial, may also adversely affect us.

results in the elimination of such benefits or degradation of the rule of law, or imposition of new adverse restrictions or costs on our operations could have a material adverse effect on our business, results of operations and financial condition.

In addition, our third-party alliance partners may also experience reduced demand for their technology, including as a result of changes in technology, which could reduce demand for our services and solutions.

We have incurred and plan to continue to incur significant development and

Ongoing uncertainty around the performance, safety and security of new and emerging AI applications requires continued significant investment in monitoring, validation and implementation of governance processes and controls across the AI lifecycle relating to security, accuracy, bias and other variables to ensure alignment with industry standards and meet customer expectations.

Furthermore, the legal and regulatory landscape surrounding AI technologies is rapidly evolving, uncertain and varies significantly by jurisdiction.

Regulatory approaches may differ or conflict across jurisdictions, which could require us to expend resources to tailor or limit certain AI-related offerings in specific markets.

For example, the EU AI Act may increase costs or impact the operation of our AI services.

In certain circumstances, these requirements could delay, limit or prevent our ability to develop, deploy or use AI technologies.

Although we maintain a responsible AI framework aligned with recognized international standards that includes risk assessment processes, oversight structures and controls across the AI lifecycle, it may not be sufficient to identify, assess, and mitigate all AI-related risks.

The effectiveness of our responsible AI framework depends on numerous factors, including the accuracy of risk assessments, the adequacy of implemented controls, and our ability to adapt to rapidly changing AI capabilities and use cases.

There can be no assurance that our responsible AI framework will adequately identify, assess and prevent all AI-related risks.

Finally, AI technology is subject to heightened public and media scrutiny, including with respect to workplace impacts, privacy and ethical concerns.

Negative public perception could adversely affect customer demand and our investments in AI technology, which could in turn adversely affect our business or reputation.

Furthermore, the security measures we implement for our cybersecurity solutions clients may not function as expected or be sufficient to identify or protect against certain cybersecurity attacks.

The emergence and maturation of AI capabilities is already being used by malicious actors to amplify cybersecurity attacks.

Further, natural disasters and adverse weather events, such as droughts, wildfires, storms, sea-level rise and flooding, occurring more

We may be unable to satisfy all of our stakeholders on these matters, and as a result our reputation, our ability to attract or retain employees and our business could be negatively affected.

Many of these recent changes have resulted in, and various proposed and enacted changes may result in, increased difficulty in obtaining timely visas, whether as a

For example, the Government of India implemented the Labor Code, which we expect to modestly increase our defined benefit costs prospectively.

Certain aspects of the Labor Code rely on the issuance of rules and regulations.

Additionally, the Government of India is in the process of clarifying certain aspects of the Labor Code.

The issuance of rules and regulations as well as the outcome of these clarifications could increase new employment obligations, create operational and administrative burdens, trigger higher compliance penalties, and enforcement uncertainties during the transition period, which may result in increased costs in 2026 and future years due to expanded social security and employment coverage.

Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ie02a3808edd842f9891d0b99057c9258_52)” and our consolidated financial statements and related notes, before making an investment decision.

The less we are able to differentiate our services

Addressing these consequences may require significant operational costs to implement, manage, and maintain processes around the AI lifecycle that align with industry standards and meet customer expectations.

As a result, we may have to expend resources to adjust our offerings in certain jurisdictions if the legal frameworks on AI are not consistent across jurisdictions, and the EU AI Act may increase costs or impact the operation of our AI services.

Finally, AI technology may be viewed negatively by the public due to media scrutiny over issues such as job displacement, privacy and ethical AI concerns.

This negative perception can adversely affect our investments in AI technology, both directly and indirectly.

In 2021 and most of 2022, we and, we believe, the IT industry generally, experienced unprecedented attrition.

For the year ended December 31, 2024 our Voluntary Attrition - Tech Services was 15.9% as compared to 13.8% for the year ended December 31, 2023.

If our attrition levels increase significantly, it could materially adversely affect our business and results of operations.

exacerbate competition for skilled labor.

Additionally, our efforts to offer our employees a value proposition that is competitive and appealing may be unsuccessful and could have an adverse effect on engagement and retention, which may materially adversely affect our business.

our need to devote time and resources to training, professional development and other typically non-chargeable activities.

Our NextGen program and the associated reductions in headcount and consolidation of office space could disrupt our business and may not result in anticipated savings.

At the end of 2024, we completed our NextGen program, which was aimed at simplifying our operating model, optimizing corporate functions and consolidating and realigning office space to reflect the post-pandemic hybrid work environment.

In 2024, we incurred $134 million of employee separation, facility exit and other costs related to the program, bringing the total costs incurred since inception to $363 million.

See [Note 4](#ie02a3808edd842f9891d0b99057c9258_175) to our consolidated financial statements.

Our NextGen program may result in the loss of institutional knowledge and expertise, the reallocation of certain roles and responsibilities across the Company, difficulties in the retention of our remaining employees and reduced productivity among our remaining employees, all of which could have a material adverse affect on our operations.

In addition, we may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from our NextGen program due to unforeseen difficulties or unexpected costs.

If we are unable to realize the expected operational efficiencies and cost savings from our NextGen program, our operating results and financial condition would be adversely affected.

potential unauthorized access and/or disclosure of our or our clients’ sensitive data, which in turn could jeopardize projects that are critical to our operations or the operations of our clients’ businesses and have other adverse impacts on our business or the business of our clients.

For example, we have experienced a security incident involving a ransomware attack, which resulted in unauthorized access to certain data and caused significant disruption to our business.

exchange rate fluctuations and may expose our business to unexpected market, operational and counterparty credit risks.

For example, we have substantial global delivery operations in Chennai, India, a city that has experienced severe rains and related flooding.

Our exposure to these economic and other risks from climate change could be exacerbated if government or market action to address climate change and its effects is insufficient or unsuccessful.

accurately, or that we will be able to score well as such criteria change.

If our ESG practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our reputation, our ability to attract or retain employees and our business could be negatively affected.

For example, we may experience increased costs in 2025 and future years for employment and post-employment benefits in India as a result of the issuance of the Code on Social Security, 2020, which enhanced social security coverage (a portion of which is paid by the employer) and extended such benefits to all workers.

Violations of these laws or regulations by us, our employees or any of these third parties could subject us to criminal or civil

For example, our cash flows could be materially affected by the issuance of additional interpretive guidance by the U.S. Treasury regarding the capitalization and amortization of research and experimental expenses for tax purposes, as more fully described in [Note 11](#ie02a3808edd842f9891d0b99057c9258_199) to the consolidated financial statements.

We help clients modernize technology, reimagine processes and transform experiences so they can stay ahead in today's fast-changing world, where AI is [removed: beginning to reshape] [added: reshaping] organizations in every field.

Our [removed: collaborative] services include [removed: digital services and solutions,] consulting, application development, systems integration, quality engineering and assurance, engineering research and development, application maintenance, infrastructure and security as well as business process services and automation.

[removed: Digital, AI-enhanced services] [added: We] continue to [removed: be an important part of our portfolio, aligning with] [added: expect] our clients' focus [added: to be] on [removed: becoming] [added: their transformation into AI-ready, technology-driven,] data-enabled, customer-centric and differentiated businesses.

See [Note [removed: 4](#ie02a3808edd842f9891d0b99057c9258_175)] [added: 9](#i43a1d75fa7de4a3a8d50495b751a4484_178)] to our consolidated financial statements.

[removed: 2024] [added: 2025] Financial Results1

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

| Revenue up [removed: $383] [added: $1,372] million or [removed: 2.0%] [added: 7.0%] from [removed: 2023;] [added: 2024;] an increase of [removed: 1.9%] [added: 6.4%] in constant currency1 | | | | | | Income from Operations up [removed: $203] [added: $497] million or [removed: 7.5%] [added: 17.2%] from [removed: 2023] [added: 2024] Adjusted Income from Operations1 up [removed: $108] [added: $301] million or [removed: 3.7%] [added: 9.9%] from [removed: 2023] [added: 2024] | | | | | | | | | | | | Operating margin up [removed: 80] [added: 140] basis points from [removed: 2023] [added: 2024] Adjusted Operating Margin1 up [removed: 20] [added: 50] basis points from [removed: 2023] [added: 2024] | | | | | | | | | | | | Diluted EPS up [removed: $0.30] [added: $0.05] or [removed: 7.1%] [added: 1.1%] from [removed: 2023] [added: 2024] Adjusted Diluted EPS1 up [removed: $0.20] [added: $0.53] or [removed: 4.4%] [added: 11.2%] from [removed: 2023] [added: 2024] | | | | | | | | |

During the year ended December 31, [removed: 2024,] [added: 2025,] revenues increased by [removed: $383] [added: $1,372] million as compared to the year ended December 31, [removed: 2023,] [added: 2024,] representing an increase of [removed: 2.0%,] [added: 7.0%,] or [removed: 1.9%] [added: 6.4%] on a constant currency basis1.

Our [removed: recently completed acquisitions] [added: acquisition of Belcan] contributed [removed: 200] [added: 260] basis points to revenue growth.

Additionally, revenues were positively impacted by growth in our Health Sciences [removed: segment,] [added: and Financial Services segments,] partially offset by weakness [removed: primarily] in our Products and Resources (excluding the [removed: impact] [added: acquisition] of [removed: our recently completed acquisitions)] [added: Belcan)] and [removed: Financial Services] [added: Communications Media and Technology] segments.

1 Adjusted Income From Operations, Adjusted Operating Margin, Adjusted Diluted EPS and constant currency revenue growth are not [removed: measurements] [added: measures] of financial performance prepared in accordance with GAAP.

| Cognizant | | | 28 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

Our operating margin and Adjusted Operating [removed: Margin2] [added: Margin1] increased to [removed: 14.7%] [added: 16.1%] and [removed: 15.3%,] [added: 15.8%,] respectively, for the year ended December 31, [removed: 2024,] [added: 2025,] from [removed: 13.9%] [added: 14.7%] and [removed: 15.1%,] [added: 15.3%,] respectively, for the year ended December 31, [removed: 2023.][added: 2024.]

Our [removed: 2024] [added: 2025] GAAP and Adjusted Operating Margins were positively impacted by net savings generated from our NextGen [removed: program] [added: program, operational efficiencies] and the beneficial impact of foreign currency exchange rate movements, [removed: while being negatively impacted] [added: partially offset] by increased compensation [removed: costs, primarily as a result of a merit increase cycle completed during the third quarter of 2024,] [added: costs] and the dilutive impact of [removed: recently completed acquisitions, primarily driven by transaction and integration related expenses and amortization] [added: the acquisition] of [removed: acquired intangibles.][added: Belcan.]

In addition, our GAAP operating [removed: margins] [added: margin] for [removed: 2024] [added: 2025 was positively impacted by 30 basis points, or $62 million, from the gain on sale of property] and [removed: 2023, were] [added: equipment, and our GAAP operating margin for 2024 was] negatively impacted by [removed: the] NextGen charges, [removed: as discussed in Note 4 to our consolidated financial statements,] [added: both of] which were excluded from our Adjusted Operating [removed: Margin.][added: Margin1.]

For the year ended December 31, [removed: 2024] [added: 2025] our Voluntary Attrition - Tech Services was [removed: 15.9%] [added: 13.9%] as compared to [removed: 13.8%] [added: 15.9%] for the year ended December 31, [removed: 2023.][added: 2024.]

We finished [removed: 2024] [added: 2025] with approximately [removed: 336,800] [added: 351,600] employees as compared to [removed: 347,700] [added: 336,800] employees at the end of [removed: 2023.][added: 2024.]

[removed: Business](#ie02a3808edd842f9891d0b99057c9258_19)] [added: Business](#i43a1d75fa7de4a3a8d50495b751a4484_19)] for information on our strategic approach.

To support this transformation and drive greater business resiliency, [removed: we expect] clients [removed: will continue to] [added: have demanded and may increasingly] demand services and solutions that [removed: can enhance] [added: deliver] productivity and [removed: deliver] cost savings.

We believe clients will continue to contend with industry-specific changes driven by evolving digital technologies, uncertainty in the regulatory environment, industry consolidation and convergence as well as international trade [removed: policies] [added: policies, including tariffs,] and other macroeconomic and geopolitical [removed: factors, including the uncertainty related to the global economy, which has affected and may continue to affect their demand for our services.][added: factors.]

We plan to [added: continue to] make significant investments in our AI capabilities to meet the needs of our clients and harness AI's value in a flexible, secure, scalable and responsible way.

As AI-based technologies or other forms of automation evolve, [removed: we expect that] demand for some services that we currently perform for our clients may be reduced and our ability to obtain favorable pricing or other terms for [added: some of] our services may be diminished.

Potential tax law and other regulatory [added: and administrative] changes, including [removed: possible U.S. corporate income tax reform and the Code on Social Security, 2020 in India, among other items,] [added: judicial decisions thereon,] may impact our future results.

We [removed: are currently evaluating] [added: continue to evaluate] the potential impact of the amendment, which, depending on its final terms when entered into force, could increase our effective income tax rate, as CTS India is a subsidiary of our wholly-owned Mauritius entity.

Risk [removed: Factors.](#ie02a3808edd842f9891d0b99057c9258_22)][added: Factors.](#i43a1d75fa7de4a3a8d50495b751a4484_22)]

[removed: See] [added: For further detail see] [Note [removed: 3](#ie02a3808edd842f9891d0b99057c9258_172)] [added: 5](#i43a1d75fa7de4a3a8d50495b751a4484_166)] to our consolidated financial statements.

[removed: 2] [added: 4] Adjusted [added: Income From Operations and Adjusted] Operating Margin [removed: is] [added: are] not [removed: a measurement] [added: measures] of financial performance prepared in accordance with GAAP.

| Cognizant | | | 29 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

*For a discussion of our results of operations for the year ended December 31, [removed: 2022,] [added: 2023,] including a year-to-year comparison between [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report Form 10-K for the year ended December 31, [removed: 2023.*][added: 2024.*]

The Year Ended December 31, [removed: 2024] [added: 2025] Compared to The Year Ended December 31, [removed: 2023][added: 2024]

| (Dollars in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | Revenues | | | | | | [removed: 2023] [added: 2024] | | | | | | Revenues | | | | | | | | | | | | $ | | | | | | | | | | | | | | | % | | |

| Selling, general and administrative expenses(a) | | | [removed: 3,223] [added: 3,240] | | | | | | [removed: 16.3] [added: 15.3] | | | | | | [removed: 3,252] [added: 3,223] | | | | | | [removed: 16.8] [added: 16.3] | | | | | | | | | | | | [removed: (29)] [added: 17] | | | | | | | | | | | | | | | [removed: (0.9)] [added: 0.5] | | |

| Restructuring charges | | | [removed: 134] [added: —] | | | | | | [removed: 0.7] [added: —] | | | | | | [removed: 229] [added: 134] | | | | | | [removed: 1.2] [added: 0.7] | | | | | | | | | | | | [removed: (95)] [added: (134)] | | | | | | | | | | | | | | | [removed: (41.5)] [added: (100.0)] | | |

| Depreciation and amortization expense | | | [removed: 529] [added: 550] | | | | | | [removed: 2.7] [added: 2.6] | | | | | | [removed: 519] [added: 529] | | | | | | 2.7 | | | | | | | | | | | | [removed: 10] [added: 21] | | | | | | | | | | | | | | | [removed: 1.9] [added: 4.0] | | |

| [removed: Income] [added: GAAP income] from operations and operating margin | | | [removed: 2,892 | | | | | | 14.7 | | | | | | 2,689 | | |] [added: $] | [added: 3,389] | | [removed: 13.9] | | | [added: 16.1] | | [added: %] | | | | [added: $] | [added: 2,892] | | [removed: 203] | | | [added: 14.7] | | [added: %] | | | | | | | | | | [removed: 7.5] | | |

| Other income (expense), net | | | [removed: 46] [added: 90] | | | | | | | | | | | | [removed: 98] [added: 46] | | | | | | | | | | | | | | | | | | [removed: (52)] [added: 44] | | | | | | | | | | | | | | | [removed: (53.1)] [added: 95.7] | | |

| Income before provision for income taxes | | | [removed: 2,938] [added: 3,479] | | | | | | [removed: 14.9] [added: 16.5] | | | | | | [removed: 2,787] [added: 2,938] | | | | | | [removed: 14.4] [added: 14.9] | | | | | | | | | | | | [removed: 151] [added: 541] | | | | | | | | | | | | | | | [removed: 5.4] [added: 18.4] | | |

As an AI builder, we provide deep expertise at the intersection of industry and technology, combining our perspective with extensive knowledge of our clients' organizations to build industry-specific platforms and incorporate context into systems, AI models and custom solutions.

In July 2025, the OBBBA was enacted in the United States, which, among other provisions, repealed the requirement to capitalize U.S. R&E costs.

As a result, we do not believe it is more likely than not that we will realize our deferred tax asset of $390 million related to R&E costs capitalized outside the United States.

These amounts would have otherwise been available to offset certain future U.S. taxes on our non-U.S. earnings, which, as a result of this repeal, we no longer project to be applicable to us.

Therefore, in the third quarter of 2025, we recorded a one-time, non-cash income tax expense of $390 million.

This impacted our full year 2025 GAAP diluted EPS by $0.80, which is added back for the calculation of Adjusted EPS.

Other than this impact, we do not expect the OBBBA to significantly impact our effective income tax rate.

Additionally, as a result of this repeal, our cash taxes during 2025 were reduced by approximately $200 million as compared to our initial cash tax projections prior to the repeal.

These assessments are based upon our current interpretation of the OBBBA, which may change as a result of future clarifications or guidance.

The Government of India implemented labor law reforms effective November 21, 2025, including the Code on Social Security, 2020.

As a result, during the fourth quarter of 2025, we recorded a one-time increase to our defined benefit liability for past service of $147 million, in "Other noncurrent liabilities" in our consolidated statement of financial position with a corresponding increase in "Accumulated other comprehensive income (loss)".

Additionally, we anticipate a modest increase in our defined benefit costs prospectively.

Certain aspects of the Labor Code rely on the issuance of rules and regulations.

Additionally, the Government of India is in the process of clarifying certain aspects of the Labor Code.

The issuance of rules and regulations as well as the outcome of these clarifications could impact our compensation and benefit expenses in India.

This includes the uncertainty related to the global economy, which has affected and may continue to affect their demand for our services and discretionary work.

| Revenues | | | $ | 21,108 | | | | | 100.0 | | | | | | $ | 19,736 | | | | | 100.0 | | | | | | | | | | | | $ | 1,372 | | | | | | | | | | | | | | 7.0 | | |

| Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cost of revenues(a) | | | 13,991 | | | | | | 66.3 | | | | | | 12,958 | | | | | | 65.7 | | | | | | | | | | | | 1,033 | | | | | | | | | | | | | | | 8.0 | | |

| (Gain) on sale of property and equipment | | | (62) | | | | | | (0.3) | | | | | | — | | | | | | — | | | | | | | | | | | | (62) | | | | | | | | | | | | | | | N/A | | |

| Net income | | | $ | 2,230 | | | | | 10.6 | | | | | | $ | 2,240 | | | | | 11.3 | | | | | | | | | | | | $ | (10) | | | | | | | | | | | | | | (0.4) | | |

| Diluted EPS | | | $ | 4.56 | | | | | | | | | | | $ | 4.51 | | | | | | | | | | | | | | | | | $ | 0.05 | | | | | | | | | | | | | | 1.1 | | |

N/A Not Applicable

N/A Not Applicable2

| Health Sciences | | | | | | | | | | | | | | | $ | 415 | | | | | 7.0 | | | | | | 6.4 | | | | | |

| Financial Services | | | | | | | | | | | | | | | 420 | | | | | | 7.3 | | | | | | 6.8 | | | | | |

| Products and Resources | | | | | | | | | | | | | | | 503 | | | | | | 10.5 | | | | | | 9.7 | | | | | |

| CMT | | | | | | | | | | | | | | | 34 | | | | | | 1.0 | | | | | | 0.7 | | | | | |

| Total revenues | | | | | | | | | | | | | | | $ | 1,372 | | | | | 7.0 | | | | | | 6.4 | | | | | |

| 2025 as compared to 2024 | | | | | | | | | | | | | | | Increase | | | | | | | | | | | | | | | | | |

| (Dollars in millions) | | | | | | $ | | | | | | % | | | | | | CC %3 | | | | | | | | | | | | | | |

| North America | | | | | | | | | | | | | | | $ | 1,082 | | | | | 7.4 | | | | | | 7.4 | | | | | |

| United Kingdom | | | | | | | | | | | | | | | 95 | | | | | | 5.2 | | | | | | 2.1 | | | | | |

| Continental Europe | | | | | | | | | | | | | | | 158 | | | | | | 8.2 | | | | | | 3.6 | | | | | |

| Europe - Total | | | | | | | | | | | | | | | 253 | | | | | | 6.7 | | | | | | 2.9 | | | | | |

| Total revenues | | | | | | | | | | | | | | | $ | 1,372 | | | | | 7.0 | | | | | | 6.4 | | | | | |

*•*Revenue growth across all geographies was primarily driven by our Financial Services and Health Sciences segments, which were positively impacted by the ramp up of several recently won large deals;

- Our Communications Media and Technology segment has seen weakness amongst communications and media customers, offset by growth in technology customers.

| é | | | $1,033M | | | | | | | | | | | |

| é | | | 0.6% as a % of revenues | | | | | | | | | | | |

We provide industry expertise and close client collaboration, combining critical perspective with a flexible engagement style.

At the end of 2024, we completed our NextGen program, which was aimed at simplifying our operating model, optimizing corporate functions and consolidating and realigning office space to reflect the post-pandemic hybrid work environment.

The savings generated by the program are funding continued investments in our people, revenue growth opportunities and the modernization of our office space.

In 2024, we incurred $134 million of employee separation, facility exit and other costs related to the program, bringing the total costs incurred since inception to $363 million.

See “Non-GAAP Financial Measures” for more information and reconciliations to the most directly comparable GAAP financial measures.

We continue to expect the focus of our clients to be on their transformation into AI-ready, technology-driven, data-enabled, customer-centric and differentiated businesses.

We expect that the Code on Social Security, 2020, if enacted as currently written, could result in a material one-time increase to our post-employment liability for past service and would also modestly increase our costs for employment and post-employment benefits prospectively.

During the third quarter of 2024, we completed the acquisition of Belcan.

This acquisition is expected to have a modest near-term dilutive impact to our 2025 operating margin, primarily due to integration-related expenses and amortization of acquired intangibles.

| Revenues | | | $ | 19,736 | | | | | 100.0 | | | | | | $ | 19,353 | | | | | 100.0 | | | | | | | | | | | | $ | 383 | | | | | | | | | | | | | | 2.0 | | |

| Cost of revenues(a) | | | 12,958 | | | | | | 65.7 | | | | | | 12,664 | | | | | | 65.4 | | | | | | | | | | | | 294 | | | | | | | | | | | | | | | 2.3 | | |

| Net income | | | $ | 2,240 | | | | | 11.3 | | | | | | $ | 2,126 | | | | | 11.0 | | | | | | | | | | | | $ | 114 | | | | | | | | | | | | | | 5.4 | | |

| Diluted EPS | | | $ | 4.51 | | | | | | | | | | | $ | 4.21 | | | | | | | | | | | | | | | | | $ | 0.30 | | | | | | | | | | | | | | 7.1 | | |

| Health Sciences | | | | | | | | | | | | | | | $ | 258 | | | | | 4.5 | | | | | | 4.5 | | | | | |

| Financial Services | | | | | | | | | | | | | | | (56) | | | | | | (1.0) | | | | | | (1.1) | | | | | |

| Products and Resources | | | | | | | | | | | | | | | 154 | | | | | | 3.3 | | | | | | 3.2 | | | | | |

| CMT | | | | | | | | | | | | | | | 27 | | | | | | 0.8 | | | | | | 0.5 | | | | | |

| Total revenues | | | | | | | | | | | | | | | $ | 383 | | | | | 2.0 | | | | | | 1.9 | | | | | |

| North America | | | | | | | | | | | | | | | $ | 435 | | | | | 3.0 | | | | | | 3.1 | | | | | |

| United Kingdom | | | | | | | | | | | | | | | (58) | | | | | | (3.1) | | | | | | (5.1) | | | | | |

| Continental Europe | | | | | | | | | | | | | | | 23 | | | | | | 1.2 | | | | | | 0.9 | | | | | |

| Europe - Total | | | | | | | | | | | | | | | (35) | | | | | | (0.9) | | | | | | (2.1) | | | | | |

*•*North America revenues, particularly in the Health Sciences segment, were positively impacted by the ramp up of several recently won large deals;

- The resale of third-party products, primarily in North America, in connection with our integrated offerings strategy, contributed 70 basis points of growth to the overall change in revenue;

- Reduced demand for discretionary work negatively impacted revenues across all segments.

Clients in our Financial Services, Products and Resources, and Communications, Media and Technology segments were particularly affected;

*•*Revenue decline in our United Kingdom region was primarily driven by weakness in the Communications, Media and Technology and Financial Services segments; and

- Revenue decline in our Rest of World region was primarily driven by weakness in the Products and Resources and Financial Services segments.

| é | | | $294M | | | | | | | | | | | |

| é | | | 0.3% as a % of revenues | | | | | | | | | | | |

| ê | | | $29M | | | | | | | | | | | |

| ê | | | 0.5% as a % of revenues | | | | | | | | | | | |

| Restructuring Charges | | |

Restructuring charges consist of costs related to the NextGen program.

Restructuring charges were $134 million or 0.7%, as a percentage of revenues for the year ended December 31, 2024, as compared to $229 million or 1.2%, as a percentage of revenue, for the year ended December 31, 2023.

In addition, our 2024 and 2023 GAAP operating margins were negatively impacted by the NextGen charges, as discussed in [Note 4](#ie02a3808edd842f9891d0b99057c9258_175) to our consolidated financial statements, which were excluded from our Adjusted Operating Margin5.

5 Adjusted Income From Operations and Adjusted Operating Margin are not measurements of financial performance prepared in accordance with GAAP.

Segment operating profit in the Products and Resources segment was negatively impacted by the dilutive impact of the Belcan acquisition.

Segment operating profit in the Financial Services segment was positively impacted by reduced resales of third-party products in connection with our integrated offerings strategy.

| Total segment operating profit | | | $ | 4,156 | | | | | 21.1 | | | | | | $ | 4,117 | | | | | 21.3 | | | | | | $ | 39 | |

Revenues from our clients in the United Kingdom, Continental Europe and Rest of World represented [removed: 9.2%, 9.8%] [added: 9.1%, 9.9%] and [removed: 6.5%,] [added: 6.2%,] respectively, of our [removed: 2024] [added: 2025] revenues, and are typically denominated in currencies other than the U.S. dollar.

A predominant portion of our costs in India are denominated in the Indian rupee, representing [removed: 24%] [added: 23%] of our global operating costs during [removed: 2024,] [added: 2025,] and are subject to foreign currency exchange rate fluctuations.

We have entered into a series of foreign exchange forward [removed: and option] contracts that are designated as cash flow hedges of certain Indian rupee denominated payments in India.

As of December 31, [removed: 2024,] [added: 2025,] the notional value and weighted average contract rates of these contracts by year of maturity were as follows:

As of December 31, [removed: 2024,] [added: 2025,] the net unrealized loss on our outstanding foreign exchange forward [removed: and option] contracts designated as cash flow hedges was [removed: $34] [added: $84] million.

Based upon a sensitivity analysis at December 31, [removed: 2024,] [added: 2025,] which estimates the fair value of the contracts assuming certain market exchange rate fluctuations, a 10.0% change in the foreign currency exchange rate against the U.S. dollar with all other variables held constant would have resulted in a change in the fair value of our foreign exchange forward contracts designated as cash flow hedges of approximately [removed: $277] [added: $310] million.

In [removed: 2024,] [added: 2025,] we reported foreign currency exchange [removed: losses,] [added: gains,] exclusive of hedging gains, of [removed: approximately $29] [added: $15] million, which were primarily attributed to the remeasurement of net monetary assets and liabilities denominated in currencies other than the functional currencies of our subsidiaries.

[removed: We use foreign exchange] forward contracts that are scheduled to mature in the first quarter of [removed: 2025] [added: 2026] to provide an economic hedge against balance sheet exposure to certain monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiary.

At December 31, [removed: 2024,] [added: 2025,] the notional value of these outstanding contracts was [removed: $489] [added: $748] million and the net unrealized [removed: loss] [added: gain] was $1 million.

| Cognizant | | | 39 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

[removed: 2024,] [added: Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31, 2025,] which estimates the fair value of the contracts assuming certain market exchange rate fluctuations, a 10.0% change in the foreign currency exchange rate against the U.S. dollar with all other variables held constant would have resulted in a change in the fair value of our foreign exchange forward contracts not designated as hedges of approximately [removed: $30] [added: $4] million.

As of December 31, [removed: 2024, The] [added: 2025, the] Credit Agreement requires interest to be paid, at our option, at either the Term Benchmark, Adjusted Daily Simple RFR or the ABR Rate (each as defined in the Credit Agreement), plus, in each case, an Applicable Margin (as defined in the Credit Agreement).

We have [removed: $1,031] [added: $207] million of cash equivalents, and [removed: $12] [added: $13] million of short-term investments as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] a 100 basis point change in interest rates, with all other variables held constant, would have an immaterial effect on the fair value of our cash equivalents as well as short-term investments.

| 2026 | | | $ | 2,290 | | | | | 88.6 | | |

| 2027 | | | 1,020 | | | | | | 91.7 | | |

| Total | | | $ | 3,310 | | | | | 89.5 | | |

We use foreign exchange

As of December 31, 2025 we had no outstanding balance under our revolving credit facility.

| 2025 | | | $ | 2,010 | | | | | 85.8 | | |

| 2026 | | | 920 | | | | | | 87.5 | | |

| Total | | | $ | 2,930 | | | | | 86.3 | | |

Based upon a sensitivity analysis of our foreign exchange forward contracts at December 31,

As of December 31, 2024, we had $300 million outstanding on the revolving credit facility, consisting of a Term Benchmark loan with a maturity of October 2027 and an Interest Period (as defined in the Credit Agreement) of one month.

We help clients modernize technology, reimagine processes and transform experiences so they can stay ahead in today's fast-changing world, where AI is [removed: beginning to reshape] [added: reshaping] organizations in every field.

Our [removed: collaborative] services include [removed: digital services and solutions,] consulting, application development, systems integration, quality engineering and assurance, engineering research and development, application maintenance, infrastructure and security as well as business process services and automation.

[removed: We have evolved our] [added: Our] values [removed: to prioritize those that] support our vision and enhance our ability to innovate and co-create with our clients.

][added: Values.jpg](https://www.sec.gov/Archives/edgar/data/1058290/000105829026000008/ctsh-20251231_g1.jpg)]

See [Note [removed: 3](#ie02a3808edd842f9891d0b99057c9258_172)] [added: 3](#i43a1d75fa7de4a3a8d50495b751a4484_157) and [Note 18](#i43a1d75fa7de4a3a8d50495b751a4484_211)] to our consolidated financial statements for additional information.

We believe this partner ecosystem will enable us to enhance our innovative, integrated [removed: offerings,] [added: offerings] by combining third-party products with our service [removed: solutions,] [added: solutions] to deliver enterprise-wide digital transformation.

| Cognizant | | | 5 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

In [removed: 2024,] [added: 2025,] we went to market across [removed: seven] [added: four] industry-based operating segments, which are [removed: aggregated into] [added: our] four reportable business segments: [added: (i) Health Sciences (HS) (ii) Financial Services (FS) (iii) Products and Resources (P&R) and (iv) Communications, Media and Technology (CMT).]

Across industries, our clients are confronted with the risk of being disrupted by nimble, [removed: digital-native] [added: AI-native] competitors.

Our clients increasingly feel the need to transform and are therefore redirecting their focus and investment to new operating models and embracing [removed: DevOps, AI and other key technologies that enable quick adjustments to shifts in their markets.][added: AI,]

Our P&R segment includes manufacturers, automakers, retailers, consumer goods companies, [added: aerospace] and [added: defense companies, and] travel and hospitality companies, as well as businesses providing logistics, energy and utility services.

Demand in this segment is driven by our clients’ focus on improving the efficiency and sustainability of their operations; the enablement and integration of [removed: mobile] [added: business] platforms to support sales and customer experience enhancement initiatives; the generational shift from mechanical to software-defined, experience-driven [removed: vehicles;] [added: customer interactions;] grid modernization to support a consumer-driven energy landscape that enables cleaner, more efficient energy use; and their adoption and integration of [removed: digital] [added: AI and other] technologies, such as intelligent systems to manage supply chains and enhance overall customer experiences, and IoT to generate data and insights for factories, fleets, products and real estate companies.

Our CMT segment includes global communications, media and entertainment, education, [added: publishing,] information [added: and professional] services and technology companies.

| Cognizant | | | 6 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

In response to this demand, our focus areas include [added: AI and analytics, data modernization, customer experience design, supporting clients as they launch new products and services, transforming client interactions with customers, telecom] network monetization, media supply chain [removed: transformation, product engineering, AI integration, verticalization, data modernization] [added: transformation] and [removed: customer experience design.][added: applications, as well as infrastructure modernization.]

For the year ended December 31, [removed: 2024, the distribution of our] [added: 2025,] revenues across our four reportable business segments [removed: was] [added: were] as follows:

[removed: ][added: ]

See [Note [removed: 2](#ie02a3808edd842f9891d0b99057c9258_169)] [added: 2](#i43a1d75fa7de4a3a8d50495b751a4484_154)] to our consolidated financial statements for additional information related to disaggregation of revenues by client location, service line and contract-type for each of our reportable business segments.

Central to our strategy to align with our clients’ need for continuous transformation is our sustained investment in new technologies, including [removed: new forms of AI,] [added: GenAI and agentic systems,] cloud, data modernization, automation, digital engineering and IoT.

These capabilities [removed: enable] [added: help] clients [removed: to put] [added: enable AI-led productivity and efficiency, industrialize] AI [removed: at] [added: and agentify] the [removed: core of their operations,] [added: enterprise to] improve the experiences they offer to their customers, tap into new revenue [removed: streams, automate operations,] [added: streams and] defend against digital- and AI-native [removed: competitors and reduce costs.][added: competitors.]

We believe our deep understanding of our clients' established systems and their [removed: digital] ambitions provides us with a unique advantage as we work with them to architect solutions that are both transformative and practical.

Our services and solutions are organized into [removed: six] [added: seven] integrated practices, which help us deliver these capabilities in ways that align with each client’s specific transformation journey.

These practices are Core Technologies and Insights, Enterprise Platform Services, Industry Solutions, Intuitive Operations and Automation, Software and Platform Engineering, [removed: and] Cognizant [removed: Moment,] [added: Moment and] our [removed: new digital experience practice.][added: newest practice, Security.]

| Cognizant | | | 7 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

- [removed: Cloud, infrastructure] [added: Cloud] and [removed: security,] [added: infrastructure,] which helps [removed: simplify, modernize] [added: simplify] and [removed: safeguard] [added: modernize] IT environments, creating a solid foundation for AI innovation; and

Our clients can better share information, simplify IT processes, automate [removed: workflow] [added: workflows] and improve flexibility.

We work closely with partners including [removed: Adobe,] Amazon Web Services, Cisco, Google, Microsoft, Oracle, Pegasystems, Salesforce, SAP, ServiceNow, Workday and many others.

Our Industry Solutions practice was established [removed: in 2023] as part of Cognizant’s strategy to build differentiation at the industry level.

Our technology-driven business process outsourcing services [added: incorporate key AI use cases to] help clients transform and run functions and industry-specific processes such as finance and accounting, omni-channel customer care, loan origination, annotation services, location-based services and medical data management.

This practice manages [removed: delivery] [added: service-delivery] platforms that enable enterprise transformation at scale and accelerate the wide use of [removed: generative AI] [added: GenAI] in the enterprise.

| Cognizant | | | 8 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

[removed: Established in 2024,] Cognizant Moment is our digital experience practice, designed to help clients leverage the power of AI to reimagine customer experiences and engineer innovative strategies aimed at driving growth.

This approach enables clients to leverage [removed: generative AI's] [added: GenAI's] content generation capabilities alongside human ingenuity to innovate and differentiate by informing and automating processes, and creating dynamic, hyper-personalized experiences for their customers.

Risk [removed: Factors](#ie02a3808edd842f9891d0b99057c9258_22).][added: Factors](#i43a1d75fa7de4a3a8d50495b751a4484_22).]

The principal competitive factors affecting the markets for our services include the provider’s reputation and experience, strategic advisory capabilities, digital [removed: services] [added: and AI] capabilities, performance and reliability, responsiveness to customer needs, financial stability, corporate governance and competitive pricing of services.

| Cognizant | | | 9 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

[removed: We] [added: As of December 31, 2025, we] had approximately [removed: 336,800 employees at the end of 2024,] [added: 351,600 employees,] with [removed: 241,500] [added: 256,900] in India, [removed: 42,800] [added: 41,600] in North America, [removed: 15,700] [added: 14,600] in Continental Europe, [removed: 8,200] [added: 7,800] in the United Kingdom and [removed: 28,600] [added: 30,700] in various other locations throughout the rest of the world.

[removed: We] [added: –We] are not party to any significant collective bargaining agreements.

[removed: –Our people are guided] [added: - Culture and engagement: Guided] by our core [removed: values, which we refreshed in 2024 based on input from employees and others: work] [added: values - Work] as [removed: one, raise] [added: One, Raise] the [removed: bar, dare] [added: Bar, Dare] to [removed: innovate, do] [added: Innovate, Do] the [removed: right thing] [added: Right Thing,] and [removed: own it.][added: Own It - we strive to foster a culture that is highly innovative, collaborative, inclusive and ethical.]

–Employees are encouraged to embrace a [added: strong] spirit of [removed: innovation] [added: empowerment] and entrepreneurship: our grassroots Bluebolt program enables any employee to submit ideas for implementation with clients or internally.

As an AI builder, we provide deep expertise at the intersection of industry and technology, combining our perspective with extensive knowledge of our clients' organizations to build industry-specific platforms and incorporate context into systems, AI models and custom solutions.

cloud-native architectures and modern development practices that enable quick adjustments to shifts in their markets.

Demand in this segment is driven by our clients’ need to modernize legacy technology environments, strengthen operational resilience and adopt cloud, data and AI capabilities to meet evolving customer expectations and regulatory requirements.

Our clients are expanding enterprise AI adoption to enhance customer experience, improve risk and fraud management, accelerate underwriting and lending and modernize payments.

These initiatives require core platform modernization, greater use of advanced analytics and responsible AI frameworks to ensure transparency, security and compliance.

Demand in this segment is driven by our clients’ need for services related to AI adoption, modernization of business and technology operations, development of agentic ecosystems for the generation of new revenue streams, enhancing user experiences and driving operational efficiency.

In the AI era, our clients have an accelerated need to modernize their technology estates, reimagine operations and shift to an AI-driven operating model.

This has intensified demand for next-gen capabilities in AI, automation, digital commerce, secure distributed work and the design and integration of full-stack AI solutions tailored to each enterprise's specific needs.

Our consulting professionals have deep industry-specific expertise and work closely across our practices to design and deliver integrated AI and digital solutions tailored to specific client requirements.

Leveraging a wide range of technologies across our clients’ enterprises, together with our proprietary platforms and accelerators and those of our ecosystem partners, we help clients implement and operate AI solutions with integration, governance, security and monitoring controls.

These offerings, many including unique IP developed in our AI Lab, improve efficiency, enable new customer experiences, and support business outcomes that align to our clients' industries.

Our GCC offerings also help clients establish, scale and optimize GCCs to build resilient, cost-effective and innovation-focused operating models.

These offerings combine domain expertise, digital engineering capabilities, and global delivery to help clients improve productivity, enhance governance and accelerate modernization at scale.

Security

Established in 2026, our Security practice helps clients protect their digital environments and maintain regulatory compliance through comprehensive cybersecurity solutions.

We provide governance, risk and compliance services to manage cyber risks and ensure adherence to regulatory standards, threat and vulnerability management to enable proactive detection and mitigation of sophisticated threats, data protection and privacy services including classification, encryption and leakage prevention, identity and access management solutions delivering identity-centric, zero-trust security and cloud and infrastructure security services protecting network, workload and cloud environments.

- our partnerships;

Cognizant's success is powered by our talented global workforce and distinct culture.

As of December 31, 2025, our workforce is comprised of approximately 39% women and 61% men.

–In 2025, Cognizant achieved a GUINNESS WORLD RECORD™ for the largest online GenAI hackathon by hosting a global Vibe Coding Week.

Associates were given access to leading vibe coding tools to sharpen their AI skills, producing more than 30,000 prototypes.

–Leader training on anti-discrimination, a strong ethics & compliance ecosystem and global affinity employee groups help support our efforts to provide equal opportunity for all.

–Our annual engagement survey scores are above industry benchmarks, and we strive to continuously address feedback at the enterprise and people manager levels.

In 2025, this included: Forbes World's Best Employers, Time’s World’s Best Companies, Newsweek’s America's Greatest Workplaces, Fortune’s America’s Most Innovative Companies and Ethisphere’s World’s Most Ethical Companies, among others.

- Skill relevance and growth: Amidst the rapidly changing AI-driven landscape, Cognizant aims to fuel strong performance and future readiness at all levels through our award-winning learning engine.

–Our proprietary talent intelligence model is designed to identify skills needed and ready our workforce ahead of technology transformation.

–AI skill building is a core focus – from July 2023 to end of 2025, we have upskilled more than 330,000 associates on GenAI via more than 1,000 learning programs.

–In addition to our deep institutional learning expertise, we provide cutting edge training through alliances and partnerships with leading organizations, such as Google, Microsoft, Anthropic and NVIDIA.

–We encourage learning through experimentation by providing access to leading AI tools, including Microsoft Copilot, GitHub CoPilot, Google Gemini Code Assist and Windsurf.

–We evolve roles and career pathways for the future.

We are redesigning career paths to transition roles highly impacted by AI to higher value roles by building adjacent skills.

–We build future workforce capability both internally and in our communities.

In 2025, we doubled our Synapse program commitment having achieved our original goal early, and are now targeting upskilling 2 million future workers by 2030.

- Career and talent development: We believe broad, interdisciplinary experience strengthens talent in an AI-driven world.

–We regularly promote talent across the business, including both role-based and performance-based promotions, promoting approximately 110,000 employees since 2023.

–We have structured talent review and performance processes to support career growth and development.

- Talent sourcing: We avail ourselves of broad talent pools to identify the best talent to shape the future.

–Cognizant believes early-in-career talent have a competitive edge in this dynamic moment as AI natives and lifelong learners.

Our talent programs across regions focus on robust upskilling, AI exposure and real-world experience.

–We have strengthened our North America talent strategy with expanded recruiting, training, a revitalized internship program, and increased office presence across multiple locations, while in India we are scaling operations into tier two cities to access emerging talent pools.

We provide industry expertise and close client collaboration, combining critical perspective with a flexible engagement style.

Digital, AI-enhanced services continue to be an important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses.

In 2024, we acquired Belcan, a leading global supplier of engineering research & development services for the commercial aerospace, defense, space, marine and industrial verticals, and Thirdera, an Elite ServiceNow Partner specializing in advisory, implementation and optimization solutions related to the ServiceNow platform.

- Health Sciences (HS) - This reportable business segment is comprised of a single operating segment of the same name.

- Financial Services (FS)

◦Banking

◦Insurance

- Products and Resources (P&R)

◦Retail and Consumer Goods

◦Manufacturing, Logistics, Energy and Utilities

◦Travel and Hospitality

- Communications, Media and Technology (CMT) \- This reportable business segment is comprised of a single operating segment of the same name.

Beginning in 2025, we go to market across four industry-based operating segments, which will match our four reportable business segments - (i) Health Sciences (ii) Financial Services (iii) Products and Resources and (iv) Communications, Media and Technology.

These changes reflect how the operating segments will be managed and reported to the CODM but will not affect the reportable segments' financial results.

Demand in this segment is driven by our clients’ need to modernize legacy infrastructure and adopt digital technologies to serve their customers while complying with significant regulatory requirements and adapting to market changes.

These technologies enable enhanced customer experience, through automation, analytics and AI-driven value creation in areas such as digital lending, hyper-personalized banking, fraud detection, underwriting and next-generation payments.

Clients are also increasingly leveraging technology services partners as end-to-end orchestrators uniting hyperscalers, independent software vendors, fintech players, data providers, and enterprise and business process management platforms to deliver integrated solutions at scale and speed.

Demand in this segment is driven by our clients’ need for services related to digital content, business

process automation, AI adoption, operational efficiency, unified user experiences and the generation of new revenue streams.

In the AI era, our clients have an accelerated need to modernize their businesses, which has intensified demand for next-gen capabilities in AI, automation, digital commerce and secure distributed work.

Our consulting professionals have deep industry-specific expertise and work closely across our practices to create intuitive operating models that leverage a wide range of technologies across our clients’ enterprises to deliver higher levels of efficiency, new value for their customers and business outcomes that align to their industries.

Cognizant is a people-centric company, with a distinct culture that is highly collaborative, innovative and supportive.

We aim to be the employer of choice in our industry and for our people to feel motivated, engaged, included and empowered to do their best work through meaningful careers.

As of December 31, 2024, women represented approximately 38% of our workforce.

We utilize subcontractors to provide additional capacity and flexibility in meeting client demand, though the number of subcontractors has historically been immaterial relative to our employee headcount.

Globally, we balance the portion of our employees that rely on visas with consideration of the needs of our business to fulfill client demand and the risks to our business, including the costs associated with and ability to staff employees on visas to work in-country.

- Culture and experience: Our vibrant culture is a key differentiator.

We work intentionally to create a global community that is high energy, collaborative, inclusive and innovative.

–Our global affinity groups available to all employees, learning courses on leadership, and leader guides to create thriving teams help to ensure our people feel respected and comfortable bringing their unique talents to shape stronger outcomes for clients.

- Employee engagement and retention: We prioritize listening to our people and enhancing the employee experience to ensure our employees feel heard, valued and supported in their roles.

–We conduct an annual engagement survey to collect employee feedback.

After each survey, we report and act upon results, and people managers build action plans for improvement.

–We regularly assess retention.

In 2024, this included: Great Place to Work® Certification™ in 20 countries representing approximately 85% of our population, America's Greatest Workplaces from Newsweek, The American Opportunity Index 2024 Employer of Choice, Forbes World's Best Employers, Work Wellbeing 100, Time’s World's Best Companies 2024, LinkedIn Top Companies in India, among others.

- Continuous upskilling: Learning is at the core of our business.

From pre-employment to experienced practitioners, our award-winning learning ecosystem enables all levels of our workforce to stay on the leading edge of technology and acquire new skills that power their career growth.

–In 2024, more than 277,000 employees acquired at least one skill through our learning ecosystem.

–In addition to digital skills, we prioritize generative AI skill building – more than 168,000 associates, including 1,700 leaders, have taken generative AI trainings in 2024, including through Cognizant’s Synapse program.

–We provide a learning marketplace and tailored learning journeys to employees based on market trends, current skills and employee interests.

–As part of our talent review and performance processes, managers and employees have regular career developmental conversations.

See [Note [removed: 15](#ie02a3808edd842f9891d0b99057c9258_211)] [added: 14](#i43a1d75fa7de4a3a8d50495b751a4484_196)] to our consolidated financial statements.

| | | | For the fiscal year ended | | | December 31, [removed: 2024] [added: 2025] | | | | | | | | |

Burr [removed: Blvd.][added: Blvd., Suite 36, 6th Floor]

(Address of Principal Executive [removed: Offices including Zip] [added: Offices) (Zip] Code)

The aggregate market value of the registrant’s voting shares of common stock held by non-affiliates of the registrant on June 30, [removed: 2024,] [added: 2025,] based on [removed: $68.00] [added: $78] per share, the last reported sale price on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC on that date, was [removed: $33.7] [added: $38.1] billion.

The number of shares of Class A common stock, $0.01 par value, of the registrant outstanding as of February [removed: 7, 2025] [added: 6, 2026] was [removed: 494,615,514] [added: 478,246,920] shares.

The following documents are incorporated by reference into the Annual Report on Form 10-K: Portions of the registrant’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

| [FORWARD LOOKING [removed: STATEMENTS](#ie02a3808edd842f9891d0b99057c9258_13)] [added: STATEMENTS](#i43a1d75fa7de4a3a8d50495b751a4484_13)] | | | | | | | | | | | | [removed: [3](#ie02a3808edd842f9891d0b99057c9258_13)] [added: [3](#i43a1d75fa7de4a3a8d50495b751a4484_13)] | | |

| | | | 1A. | | | [Risk [removed: Factors](#ie02a3808edd842f9891d0b99057c9258_22)] [added: Factors](#i43a1d75fa7de4a3a8d50495b751a4484_22)] | | | | | | [removed: [14](#ie02a3808edd842f9891d0b99057c9258_22)] [added: [14](#i43a1d75fa7de4a3a8d50495b751a4484_22)] | | |

| | | | 1B. | | | [Unresolved Staff [removed: Comments](#ie02a3808edd842f9891d0b99057c9258_25)] [added: Comments](#i43a1d75fa7de4a3a8d50495b751a4484_25)] | | | | | | [removed: [24](#ie02a3808edd842f9891d0b99057c9258_25)] [added: [24](#i43a1d75fa7de4a3a8d50495b751a4484_25)] | | |

| | | | 1C. | | | [removed: [Cybersecurity](#ie02a3808edd842f9891d0b99057c9258_28)] [added: [Cybersecurity](#i43a1d75fa7de4a3a8d50495b751a4484_28)] | | | | | | [removed: [24](#ie02a3808edd842f9891d0b99057c9258_28)] [added: [24](#i43a1d75fa7de4a3a8d50495b751a4484_28)] | | |

| | | | 3. | | | [Legal [removed: Proceedings](#ie02a3808edd842f9891d0b99057c9258_34)] [added: Proceedings](#i43a1d75fa7de4a3a8d50495b751a4484_34)] | | | | | | [removed: [25](#ie02a3808edd842f9891d0b99057c9258_34)] [added: [25](#i43a1d75fa7de4a3a8d50495b751a4484_34)] | | |

| | | | 4. | | | [Mine Safety [removed: Disclosures](#ie02a3808edd842f9891d0b99057c9258_37)] [added: Disclosures](#i43a1d75fa7de4a3a8d50495b751a4484_37)] | | | | | | [removed: [25](#ie02a3808edd842f9891d0b99057c9258_37)] [added: [25](#i43a1d75fa7de4a3a8d50495b751a4484_37)] | | |

| | | | 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie02a3808edd842f9891d0b99057c9258_43)] [added: Securities](#i43a1d75fa7de4a3a8d50495b751a4484_43)] | | | | | | [removed: [26](#ie02a3808edd842f9891d0b99057c9258_43)] [added: [26](#i43a1d75fa7de4a3a8d50495b751a4484_43)] | | |

| | | | 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie02a3808edd842f9891d0b99057c9258_52)] [added: Operations](#i43a1d75fa7de4a3a8d50495b751a4484_49)] | | | | | | [removed: [28](#ie02a3808edd842f9891d0b99057c9258_52)] [added: [28](#i43a1d75fa7de4a3a8d50495b751a4484_49)] | | |

| | | | 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie02a3808edd842f9891d0b99057c9258_88)] [added: Risk](#i43a1d75fa7de4a3a8d50495b751a4484_67)] | | | | | | [removed: [39](#ie02a3808edd842f9891d0b99057c9258_88)] [added: [39](#i43a1d75fa7de4a3a8d50495b751a4484_67)] | | |

| | | | 8. | | | [Financial Statements and Supplementary [removed: Data](#ie02a3808edd842f9891d0b99057c9258_91)] [added: Data](#i43a1d75fa7de4a3a8d50495b751a4484_70)] | | | | | | [removed: [40](#ie02a3808edd842f9891d0b99057c9258_91)] [added: [40](#i43a1d75fa7de4a3a8d50495b751a4484_70)] | | |

| | | | 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie02a3808edd842f9891d0b99057c9258_94)] [added: Disclosure](#i43a1d75fa7de4a3a8d50495b751a4484_73)] | | | | | | [removed: [40](#ie02a3808edd842f9891d0b99057c9258_94)] [added: [40](#i43a1d75fa7de4a3a8d50495b751a4484_73)] | | |

| | | | 9A. | | | [Controls and [removed: Procedures](#ie02a3808edd842f9891d0b99057c9258_97)] [added: Procedures](#i43a1d75fa7de4a3a8d50495b751a4484_76)] | | | | | | [removed: [40](#ie02a3808edd842f9891d0b99057c9258_97)] [added: [40](#i43a1d75fa7de4a3a8d50495b751a4484_76)] | | |

| | | | 9B. | | | [Other [removed: Information](#ie02a3808edd842f9891d0b99057c9258_100)] [added: Information](#i43a1d75fa7de4a3a8d50495b751a4484_79)] | | | | | | [removed: [41](#ie02a3808edd842f9891d0b99057c9258_100)] [added: [41](#i43a1d75fa7de4a3a8d50495b751a4484_79)] | | |

| | | | 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie02a3808edd842f9891d0b99057c9258_103)] [added: Inspections](#i43a1d75fa7de4a3a8d50495b751a4484_85)] | | | | | | [removed: [41](#ie02a3808edd842f9891d0b99057c9258_103)] [added: [41](#i43a1d75fa7de4a3a8d50495b751a4484_85)] | | |

| [PART [removed: III](#ie02a3808edd842f9891d0b99057c9258_106)] [added: III](#i43a1d75fa7de4a3a8d50495b751a4484_88)] | | | | | | | | | | | | [removed: [42](#ie02a3808edd842f9891d0b99057c9258_106)] [added: [42](#i43a1d75fa7de4a3a8d50495b751a4484_88)] | | |

| | | | 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie02a3808edd842f9891d0b99057c9258_109)] [added: Governance](#i43a1d75fa7de4a3a8d50495b751a4484_91)] | | | | | | [removed: [42](#ie02a3808edd842f9891d0b99057c9258_109)] [added: [42](#i43a1d75fa7de4a3a8d50495b751a4484_91)] | | |

| | | | 11. | | | [Executive [removed: Compensation](#ie02a3808edd842f9891d0b99057c9258_112)] [added: Compensation](#i43a1d75fa7de4a3a8d50495b751a4484_94)] | | | | | | [removed: [42](#ie02a3808edd842f9891d0b99057c9258_112)] [added: [42](#i43a1d75fa7de4a3a8d50495b751a4484_94)] | | |

| | | | 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie02a3808edd842f9891d0b99057c9258_115)] [added: Matters](#i43a1d75fa7de4a3a8d50495b751a4484_97)] | | | | | | [removed: [42](#ie02a3808edd842f9891d0b99057c9258_115)] [added: [42](#i43a1d75fa7de4a3a8d50495b751a4484_97)] | | |

| | | | 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie02a3808edd842f9891d0b99057c9258_118)] [added: Independence](#i43a1d75fa7de4a3a8d50495b751a4484_100)] | | | | | | [removed: [42](#ie02a3808edd842f9891d0b99057c9258_118)] [added: [42](#i43a1d75fa7de4a3a8d50495b751a4484_100)] | | |

| | | | 14. | | | [Principal Accountant Fees and [removed: Services](#ie02a3808edd842f9891d0b99057c9258_121)] [added: Services](#i43a1d75fa7de4a3a8d50495b751a4484_103)] | | | | | | [removed: [42](#ie02a3808edd842f9891d0b99057c9258_121)] [added: [42](#i43a1d75fa7de4a3a8d50495b751a4484_103)] | | |

| | | | 15. | | | [Exhibits, Financial Statements [removed: Schedules](#ie02a3808edd842f9891d0b99057c9258_127)] [added: Schedules](#i43a1d75fa7de4a3a8d50495b751a4484_109)] | | | | | | [removed: [43](#ie02a3808edd842f9891d0b99057c9258_127)] [added: [43](#i43a1d75fa7de4a3a8d50495b751a4484_109)] | | |

| | | | 16. | | | [Form 10-K [removed: Summary](#ie02a3808edd842f9891d0b99057c9258_133)] [added: Summary](#i43a1d75fa7de4a3a8d50495b751a4484_115)] | | | | | | [removed: [46](#ie02a3808edd842f9891d0b99057c9258_133)] [added: [45](#i43a1d75fa7de4a3a8d50495b751a4484_115)] | | |

| [INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT [removed: SCHEDULE](#ie02a3808edd842f9891d0b99057c9258_139)] [added: SCHEDULE](#i43a1d75fa7de4a3a8d50495b751a4484_124)] | | | | | | | | | | | | [removed: [F-1](#ie02a3808edd842f9891d0b99057c9258_139)] [added: [F-1](#i43a1d75fa7de4a3a8d50495b751a4484_124)] | | |

| [removed: ISO/IEC 27001] [added: ISO] | | | An international standard for information security management | | |

| Cognizant | | | 1 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| Cognizant | | | 2 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

These forward-looking statements, such as statements regarding our anticipated future revenues, operating margin, earnings, capital expenditures, impacts to our business, financial results and financial condition as a result of the competitive marketplace for talent and future attrition trends, anticipated effective income tax rate and income tax expense, liquidity, financing strategy, access to capital, capital return strategy, investment strategies, cost management, plans and objectives, investment in our business, potential acquisitions, industry trends, client behaviors and trends, the outcome of and costs associated with regulatory and litigation matters, the appropriateness of the accrual related to the India Defined Contribution [removed: Obligation, matters related to the Belcan acquisition] [added: Obligation] and other statements regarding matters that are not historical facts, are based on our current expectations, estimates and projections, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control.

- [removed: economic] [added: macroeconomic] and geopolitical conditions globally, in particular in the markets in which our clients and operations are concentrated;

- our ability to successfully use AI-based technologies in our client offerings and our own internal [removed: operations;][added: operations and the impact AI-based technologies may have on the demand for our services or our ability to obtain favorable pricing or other terms for our services;]

- challenges related to growing our business organically as well as inorganically through acquisitions, and our ability to achieve our targeted growth [removed: rates;][added: rates and successfully integrate acquired businesses;]

- the impact of [removed: climate change] [added: extreme weather] on our business;

- our ability to meet [removed: ESG] [added: sustainability and societal related] expectations and ambitions;

- the effectiveness of our risk management, business [removed: continuity] [added: resilience] and disaster recovery plans and the potential that our global delivery capabilities could be impacted;

| Cognizant | | | 3 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| [GLOSSARY](#i43a1d75fa7de4a3a8d50495b751a4484_10) | | | | | | | | | | | | [1](#i43a1d75fa7de4a3a8d50495b751a4484_10) | | |

| [PART I](#i43a1d75fa7de4a3a8d50495b751a4484_16) | | | | | | | | | | | | [5](#i43a1d75fa7de4a3a8d50495b751a4484_16) | | |

| | | | 1. | | | [Business](#i43a1d75fa7de4a3a8d50495b751a4484_19) | | | | | | [5](#i43a1d75fa7de4a3a8d50495b751a4484_19) | | |

| | | | 2. | | | [Properties](#i43a1d75fa7de4a3a8d50495b751a4484_31) | | | | | | [25](#i43a1d75fa7de4a3a8d50495b751a4484_31) | | |

| [PART II](#i43a1d75fa7de4a3a8d50495b751a4484_40) | | | | | | | | | | | | [26](#i43a1d75fa7de4a3a8d50495b751a4484_40) | | |

| | | | 6. | | | [\[Reserved\]](#i43a1d75fa7de4a3a8d50495b751a4484_46) | | | | | | [27](#i43a1d75fa7de4a3a8d50495b751a4484_46) | | |

| [PART IV](#i43a1d75fa7de4a3a8d50495b751a4484_106) | | | | | | | | | | | | [43](#i43a1d75fa7de4a3a8d50495b751a4484_106) | | |

| [SIGNATURES](#i43a1d75fa7de4a3a8d50495b751a4484_118) | | | | | | | | | | | | [46](#i43a1d75fa7de4a3a8d50495b751a4484_118) | | |

| 2026 Proxy Statement | | | Definitive proxy statement for the 2026 Annual Meeting of Stockholders | | |

| CLO | | | Chief Legal Officer, Chief Administrative Officer and Corporate Secretary | | |

| ENS | | | The National Security Scheme | | |

| Labor Code | | | Labor law reforms implemented by the Government of India effective November 21, 2025, including the Code on Social Security, 2020. | | |

| NextGen program | | | Our 2023-2024 program to simplify our operating model, optimize corporate functions and consolidate and realign office space | | |

| OBBBA | | | One Big Beautiful Bill Act | | |

| R&E | | | Research and experimental | | |

| Third Circuit | | | United States Court of Appeals for the Third Circuit | | |

| Title VII | | | Title VII of the Civil Rights Act of 1964, 42 U.S.C § 2000e et seq. | | |

| VP | | | Vice President | | |

| [GLOSSARY](#ie02a3808edd842f9891d0b99057c9258_10) | | | | | | | | | | | | [1](#ie02a3808edd842f9891d0b99057c9258_10) | | |

| [PART I](#ie02a3808edd842f9891d0b99057c9258_16) | | | | | | | | | | | | [5](#ie02a3808edd842f9891d0b99057c9258_16) | | |

| | | | 1. | | | [Business](#ie02a3808edd842f9891d0b99057c9258_19) | | | | | | [5](#ie02a3808edd842f9891d0b99057c9258_19) | | |

| | | | 2. | | | [Properties](#ie02a3808edd842f9891d0b99057c9258_31) | | | | | | [25](#ie02a3808edd842f9891d0b99057c9258_31) | | |

| [PART II](#ie02a3808edd842f9891d0b99057c9258_40) | | | | | | | | | | | | [26](#ie02a3808edd842f9891d0b99057c9258_40) | | |

| | | | 6. | | | [\[Reserved\]](#ie02a3808edd842f9891d0b99057c9258_46) | | | | | | [27](#ie02a3808edd842f9891d0b99057c9258_46) | | |

| [PART IV](#ie02a3808edd842f9891d0b99057c9258_124) | | | | | | | | | | | | [43](#ie02a3808edd842f9891d0b99057c9258_124) | | |

| [SIGNATURES](#ie02a3808edd842f9891d0b99057c9258_136) | | | | | | | | | | | | [47](#ie02a3808edd842f9891d0b99057c9258_136) | | |

| DevOps | | | Agile relationship between development and IT operations | | |

| DOJ | | | United States Department of Justice | | |

| ESG | | | Environmental, social and corporate governance | | |

| OECD | | | Organization for Economic Cooperation and Development | | |

| TISAX | | | Trusted Information Security Assessment Exchange | | |

- risks related to our NextGen program and the ultimate benefits of such program;

Cognizant's cybersecurity risk management program is guided by industry-recognized security frameworks, including [removed: ISO/IEC 27001, TISAX] [added: NIST SP 800-37 (Risk Management Framework), NIST SP 800-30 (Risk Assessment Guide),] and [removed: NIST.][added: NIST SP 800-53 (Security and Privacy Controls).]

[removed: We] [added: Additionally, we] also engage third-party cybersecurity experts to [removed: assist with risk assessment and] conduct penetration testing among other items.

[removed: Key findings from the audits and third-party risk assessments are] summarized and communicated to the [removed: Company’s] [added: Company's] senior leadership and the Audit Committee, and remediation actions are implemented to enhance our overall cybersecurity program.

In [removed: 2024,] [added: 2025,] we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

“Risk [removed: Factors”](#ie02a3808edd842f9891d0b99057c9258_22).][added: Factors”](#i43a1d75fa7de4a3a8d50495b751a4484_22).]

Our Board of Directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the Audit Committee, which is responsible for [removed: ensuring] [added: reviewing] that management has processes in place designed to identify and evaluate cybersecurity risks and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents.

Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes [added: designed] to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs.

| Cognizant | | | 24 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

The CSO manages multiple teams within Corporate Security that are operationally responsible for the security of the Company, including Global Cyber Operations, Business Information Security, Global Business [removed: Resilience and] [added: Resilience,] Integrated Risk [removed: Management,] [added: Management and Security Architecture (including AI Security),] each of which provides regular updates to the CSO regarding cyber threat intelligence, cyber incidents and cyber risk metrics as part of their security responsibilities.

On a [removed: periodic] [added: quarterly] basis, the CSO and CIO provide updates to the Audit Committee on, among other things, key cybersecurity metrics, status of projects to strengthen the Company's information security systems and assessments of the Company's security program.

In addition, Cognizant maintains global and regional information security certifications such as ISO 27001, UK Cyber Essentials Plus, and ENS, which collectively help demonstrate Cognizant's commitment to a robust, independently validated security program.

Cognizant considers the NIST Cybersecurity Framework (CSF 2.0) in designing our cybersecurity program and engages an independent third party to assess program maturity.

Key findings from the third-party assessments are

The CSO reports to Cognizant's CLO.

The program is periodically audited as part of external certification audits.

The CSO reports to Cognizant's Executive Vice President, Chief Legal Officer, Chief Administrative Officer and Corporate Secretary.

Our largest delivery center presence is in India, representing approximately 90% of our total delivery centers on a square-foot basis, with the largest presence in Chennai [removed: (8] [added: (7] million square feet), Hyderabad (3 million square feet), Pune (2 million square feet), [removed: Bangalore] [added: Kolkata] (2 million square feet) and [removed: Kolkata] [added: Bangalore] (2 million square feet).

We also have a significant number of delivery centers in other countries, including the United States, Philippines, Canada, [removed: Mexico] and countries throughout [removed: Europe.][added: Europe and Latin America.]

In addition, we have sales and marketing offices, innovation and [removed: Gen-AI] [added: GenAI] labs, and digital design and consulting centers in major business markets, including New York, London, Paris, Melbourne and Singapore, among others.

| Cognizant | | | 25 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

Our Class A common stock trades on the Nasdaq Stock Market under the symbol “CTSH.” As of December 31, [removed: 2024,] [added: 2025,] the number of holders of record of our Class A common stock was [removed: 95] [added: 88] and the approximate number of beneficial holders of our Class A common stock was [removed: 676,500.][added: 697,100.]

During [removed: 2024,] [added: 2025,] we paid quarterly cash dividends of [removed: $0.30] [added: $0.31] per share, or [removed: $1.20] [added: $1.24] per share in total for the year.

In February [removed: 2025,] [added: 2026,] our Board of Directors approved a cash dividend of [removed: $0.31] [added: $0.33] per share with a record date of February 18, [removed: 2025] [added: 2026] and a payment date of February 26, [removed: 2025.][added: 2026.]

Our stock repurchase [removed: program, as] [added: program was initially adopted in 2017 and has been] amended [added: from time to time, including most recently] in [removed: November 2022, allows for] [added: March 2025, to authorize] the repurchase of up to [removed: $11.5] [added: $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 [removed: $1,237] [added: $1,918] million as of December 31, [removed: 2024.][added: 2025.]

During the three months ended December 31, [removed: 2024,] [added: 2025,] we repurchased [removed: $140] [added: $325] million of our Class A common stock under our stock repurchase program as follows:

For the three months ended December 31, [removed: 2024,] [added: 2025,] we purchased 0.2 million shares at an aggregate cost of [removed: $14] [added: $13] million in connection with employee tax withholding obligations.

| Cognizant | | | 26 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

The following graph compares the cumulative total stockholder return on our Class A common stock with the cumulative total return on the S&P 500 Index and the S&P 500 Information Technology Index for the period beginning December 31, [removed: 2019] [added: 2020] and ending on the last day of our last completed fiscal year.

[removed: ][added: ]

| Company / Index | | | | | | Base Period [removed: 12/31/19] [added: 12/31/20] | | | | | | [removed: 12/31/20] [added: 12/31/21] | | | | | | [removed: 12/31/21] [added: 12/31/22] | | | | | | [removed: 12/31/22] [added: 12/31/23] | | | | | | [removed: 12/31/23] [added: 12/31/24] | | | | | | [removed: 12/31/24] [added: 12/31/25] | | |

(1)Graph assumes $100 invested on December 31, [removed: 2019] [added: 2020] in our Class A common stock, the S&P 500 Index and the S&P 500 Information Technology Index.

| October 1, 2025 - October 31, 2025 | | | | | | 739,820 | | | | | | $ | 67.58 | | | | | 739,820 | | | | | | $ | 2,193 | |

| November 1, 2025 - November 30, 2025 | | | | | | 2,079,104 | | | | | | 72.81 | | | | | | 2,079,104 | | | | | | 2,042 | | |

| December 1, 2025 - December 31, 2025 | | | | | | 1,491,234 | | | | | | 82.90 | | | | | | 1,491,234 | | | | | | 1,918 | | |

| Total | | | | | | 4,310,158 | | | | | | $ | 75.40 | | | | | 4,310,158 | | | | | | | | |

| Cognizant Technology Solutions Corp | | | | | | $ | 100 | | | | | $ | 109.64 | | | | | $ | 71.77 | | | | | $ | 96.44 | | | | | $ | 99.77 | | | | | $ | 109.43 | |

| S&P 500 Index | | | | | | 100 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

| S&P 500 Information Technology Index | | | | | | 100 | | | | | | 134.53 | | | | | | 96.60 | | | | | | 152.48 | | | | | | 208.30 | | | | | | 258.38 | | |

| October 1, 2024 - October 31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,377 | |

| November 1, 2024 - November 30, 2024 | | | | | | 1,062,605 | | | | | | 77.87 | | | | | | 1,062,605 | | | | | | 1,295 | | |

| December 1, 2024 - December 31, 2024 | | | | | | 716,060 | | | | | | 79.95 | | | | | | 716,060 | | | | | | 1,237 | | |

| Total | | | | | | 1,778,665 | | | | | | $ | 78.71 | | | | | 1,778,665 | | | | | | | | |

| Cognizant Technology Solutions Corp | | | | | | $ | 100 | | | | | $ | 133.93 | | | | | $ | 146.84 | | | | | $ | 96.12 | | | | | $ | 129.16 | | | | | $ | 133.62 | |

| S&P 500 Index | | | | | | 100 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500 Information Technology Index | | | | | | 100 | | | | | | 143.89 | | | | | | 193.58 | | | | | | 139.00 | | | | | | 219.40 | | | | | | 299.72 | | |

| Cognizant | | | 27 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

Exhibits, Financial Statements and Financial Statement [removed: Schedule.](#ie02a3808edd842f9891d0b99057c9258_127)”][added: Schedule.](#i43a1d75fa7de4a3a8d50495b751a4484_109)”]

Our management, under the supervision and with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of December 31, [removed: 2024.][added: 2025.]

Based on this evaluation, our chief executive officer and our chief financial officer concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the fiscal quarter ended December 31, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

| Cognizant | | | 40 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on its evaluation, our management has concluded that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting was effective.

The scope of management's assessment of the effectiveness of our internal control over financial reporting included all of our consolidated operations except for the operations of Belcan, which we acquired on August 26, 2024.

Belcan's operations represented approximately 7.7% of our consolidated total assets and 1.5% of our consolidated revenues as of and for the year ended December 31, 2024.

[removed: No] [added: During the three months ended December 31, 2025, 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 [removed: S-K) during the three months ended December 31, 2024, except as follows:][added: S-K).]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Title | | | | | | Action | | | | | | Date of adoption/termination | | | | | | Scheduled expiration date(1) | | | | | | Aggregate number of securities to be purchased/sold | | |

| Michael Patsalos-Fox | | | | | | Director | | | | | | Adoption | | | | | | December 13, 2024 | | | | | | February 20, 2026 | | | | | | Sale of up to 25,000 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 | | | 41 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

The information relating to our executive officers in response to this item is contained in part under the caption “Information About Our Executive Officers” in [Part [removed: I](#ie02a3808edd842f9891d0b99057c9258_16)] [added: I](#i43a1d75fa7de4a3a8d50495b751a4484_16)] of this Annual Report on Form 10-K.

We intend to post on our website all disclosures that are required by law or Nasdaq Stock Market listing standards concerning any amendments to, or waivers from, any provision of our code of [removed: ethics.][added: ethics within four business days following the date of the amendment or waiver.]

The remaining information required by this item will be included under the caption "Corporate governance" in our [removed: definitive proxy statement for the 2025 Annual Meeting of Stockholders,] [added: 2026 Proxy Statement,] which [removed: will] [added: we expect to] be filed with the SEC pursuant to Regulation 14A not later than 120 days after the end of the fiscal year ended December 31, [removed: 2024] [added: 2025] and is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our [removed: definitive proxy statement for] [added: 2026 Proxy Statement under] the [removed: 2025 Annual Meeting of Stockholders] [added: captions "Corporate governance"] and [added: "Compensation discussion and analysis" and] is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our 2026 Proxy Statement under the captions "Corporate governance" and "Compensation discussion and analysis" and is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our [removed: definitive proxy statement for] [added: 2026 Proxy Statement under] the [removed: 2025 Annual Meeting of Stockholders] [added: caption "Corporate governance"] and is incorporated herein by reference to such proxy statement.

The information required by this item will be included in our [removed: definitive proxy statement for] [added: 2026 Proxy Statement under] the [removed: 2025 Annual Meeting of Stockholders] [added: caption "Audit matters"] and is incorporated herein by reference to such proxy statement.

| Cognizant | | | 42 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| 10.2† | | | | | | [Form of Amended and Restated Executive Employment and Non-Disclosure, Non-Competition, and Invention Assignment Agreement, between the Company and each of the following [removed: current or former Executive] [added: current](https://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [Executive] Officers:](https://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) [removed: [Robert Telesmanic, Balu] [added: [](https://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm)[Balu] Ganesh Ayyar and John Kim](https://www.sec.gov/Archives/edgar/data/1058290/000105829018000009/ctshexhibit10312312017.htm) | | | | | | 10-K | | | | | | 000-24429 | | | | | | 10.3 | | | | | | 2/27/2018 | | | | | | | | |

| 10.3† | | | | | | [2022 Form of Executive Employment and Non-Disclosure, Non-Competition and Invention Assignment Agreement between the Company and each of the following [removed: current or former Executive] [added: current](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1016302022.htm) [Executive] Officers: Surya Gummadi, Kathryn Diaz and Jatin Dalal](https://www.sec.gov/Archives/edgar/data/1058290/000105829022000241/ctshexhibit1016302022.htm) | | | | | | 10-Q | | | | | | 000-24429 | | | | | | 10.1 | | | | | | 7/28/2022 | | | | | | | | |

| 10.8† | | | | | | [Non-Employee Director Compensation Guidelines (effective as of [removed: June](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm) [4](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)[4](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)[)](https://www.sec.gov/Archives/edgar/data/1058290/000105829024000242/ctshexhibit1016302024.htm)] [added: June](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000267/ctshexhibit1016302025.htm) [3](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000267/ctshexhibit1016302025.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000267/ctshexhibit1016302025.htm)[5](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000267/ctshexhibit1016302025.htm)[)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000267/ctshexhibit1016302025.htm)] | | | | | | 10-Q | | | | | | 000-24429 | | | | | | [removed: 10.9] [added: 10.1] | | | | | | [removed: 7/31/2024] [added: 7/31/2025] | | | | | | | | |

| Cognizant | | | 43 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| 10.21† | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice for Employees, including Executive Officers](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102112312024.htm) | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.21] | | | | | | [added: 2/12/2025] | | | | | | [removed: Filed] | | |

| 10.22† | | | | | | [Form of Cognizant Technology Solutions Corporation Performance-Based Restricted Stock Unit Award Grant Notice](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102212312024.htm) | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.22] | | | | | | [added: 2/12/2025] | | | | | | [removed: Filed] | | |

| 10.23† | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice for Non-Employee Director (Non-Deferred](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102312312024.htm)) | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.23] | | | | | | [added: 2/12/2025] | | | | | | [removed: Filed] | | |

| 10.24† | | | | | | [Form of Cognizant Technology Solutions Corporation Restricted Stock Unit Award Grant Notice Non-Employee Director (Deferred Settlement)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102412312024.htm) | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.24] | | | | | | [added: 2/12/2025] | | | | | | [removed: Filed] | | |

| 10.25† | | | | | | [Form of Cognizant Technology Solutions Corporation Deferred Stock Unit Award Grant Notice Non-Employee Director (for Deferred Equity in lieu of Cash Retainer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit102512312024.htm) | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 10.25] | | | | | | [added: 2/12/2025] | | | | | | [removed: Filed] | | |

| Cognizant | | | 44 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| 19.1 | | | | | | [Cognizant Technology Solutions Corporation Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit19112312024.htm) | | | | | | [added: 10-K] | | | | | | [added: 000-24429] | | | | | | [added: 19.1] | | | | | | [added: 2/12/2025] | | | | | | [removed: Filed] | | |

| 21.1 | | | | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit21112312024.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/1058290/000105829026000008/ctshexhibit21112312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit23112312024.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1058290/000105829026000008/ctshexhibit23112312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 31.1 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit31112312024.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829026000008/ctshexhibit31112312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 31.2 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit31212312024.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829026000008/ctshexhibit31212312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Filed | | |

| 32.1 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit32112312024.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829026000008/ctshexhibit32112312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| 32.2 | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829025000017/ctshexhibit32212312024.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1058290/000105829026000008/ctshexhibit32212312025.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Furnished | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Cognizant | | | 45 | | | December 31, 2024 Form 10-K | | |

| Cognizant | | | [removed: 46] [added: 45] | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| Date: | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ RAVI KUMAR S | | | | | | Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ JATIN DALAL | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ [removed: ROBERT TELESMANIC] [added: ALINA KERDMAN] | | | | | | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ STEPHEN J. ROHLEDER | | | | | | Chair of the Board and Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ ZEIN ABDALLA | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ VINITA BALI | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ ERIC BRANDERIZ | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ ARCHANA DESKUS | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ JOHN M. DINEEN | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ LEO S. MACKAY, JR. | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ MICHAEL PATSALOS\-FOX | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ ABRAHAM SCHOT | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ KARIMA SILVENT | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ JOSEPH M. VELLI | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| /s/ SANDRA S. WIJNBERG | | | | | | Director | | | | | | February 12, [removed: 2025] [added: 2026] | | |

| Cognizant | | | [removed: 47] [added: 46] | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#ie02a3808edd842f9891d0b99057c9258_142) 238[)](#ie02a3808edd842f9891d0b99057c9258_142)] [added: No.](#i43a1d75fa7de4a3a8d50495b751a4484_127) 238[)](#i43a1d75fa7de4a3a8d50495b751a4484_127)] | | | | | | | | | [removed: [F-](#ie02a3808edd842f9891d0b99057c9258_142)[2](#ie02a3808edd842f9891d0b99057c9258_142)] [added: [F-](#i43a1d75fa7de4a3a8d50495b751a4484_127)[2](#i43a1d75fa7de4a3a8d50495b751a4484_127)] | | |

| [Consolidated Statements of Financial Position as of December 31, [removed: 2024 and 20](#ie02a3808edd842f9891d0b99057c9258_145)[23](#ie02a3808edd842f9891d0b99057c9258_145)] [added: 202](#i43a1d75fa7de4a3a8d50495b751a4484_130)[5](#i43a1d75fa7de4a3a8d50495b751a4484_130) [and 202](#i43a1d75fa7de4a3a8d50495b751a4484_130)[4](#i43a1d75fa7de4a3a8d50495b751a4484_130)] | | | | | | | | | [removed: [F-](#ie02a3808edd842f9891d0b99057c9258_145)[4](#ie02a3808edd842f9891d0b99057c9258_145)] [added: [F-](#i43a1d75fa7de4a3a8d50495b751a4484_130)[4](#i43a1d75fa7de4a3a8d50495b751a4484_130)] | | |

[removed: | [Consolidated Statements of Operations for] [added: For] the [removed: years ended] [added: Years Ended] December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 20](#ie02a3808edd842f9891d0b99057c9258_151)[2](#ie02a3808edd842f9891d0b99057c9258_151)[2](#ie02a3808edd842f9891d0b99057c9258_151) | | | | | | | | | [F-](#ie02a3808edd842f9891d0b99057c9258_151)[5](#ie02a3808edd842f9891d0b99057c9258_151) | | |][added: 2023]

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_154)[2](#ie02a3808edd842f9891d0b99057c9258_154)[2](#ie02a3808edd842f9891d0b99057c9258_154)] [added: 202](#i43a1d75fa7de4a3a8d50495b751a4484_139)[5](#i43a1d75fa7de4a3a8d50495b751a4484_139)[, 202](#i43a1d75fa7de4a3a8d50495b751a4484_139)[4](#i43a1d75fa7de4a3a8d50495b751a4484_139) [and 202](#i43a1d75fa7de4a3a8d50495b751a4484_139)[3](#i43a1d75fa7de4a3a8d50495b751a4484_139)] | | | | | | | | | [removed: [F-](#ie02a3808edd842f9891d0b99057c9258_154)[6](#ie02a3808edd842f9891d0b99057c9258_154)] [added: [F-](#i43a1d75fa7de4a3a8d50495b751a4484_139)[6](#i43a1d75fa7de4a3a8d50495b751a4484_139)] | | |

| [Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_157)[2](#ie02a3808edd842f9891d0b99057c9258_157)[2](#ie02a3808edd842f9891d0b99057c9258_157)] [added: 202](#i43a1d75fa7de4a3a8d50495b751a4484_142)[5](#i43a1d75fa7de4a3a8d50495b751a4484_142)[, 202](#i43a1d75fa7de4a3a8d50495b751a4484_142)[4](#i43a1d75fa7de4a3a8d50495b751a4484_142) [and 202](#i43a1d75fa7de4a3a8d50495b751a4484_142)[3](#i43a1d75fa7de4a3a8d50495b751a4484_142)] | | | | | | | | | [removed: [F-](#ie02a3808edd842f9891d0b99057c9258_157)[7](#ie02a3808edd842f9891d0b99057c9258_157)] [added: [F-](#i43a1d75fa7de4a3a8d50495b751a4484_142)[7](#i43a1d75fa7de4a3a8d50495b751a4484_142)] | | |

| [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_160)[2](#ie02a3808edd842f9891d0b99057c9258_160)[2](#ie02a3808edd842f9891d0b99057c9258_160)] [added: 202](#i43a1d75fa7de4a3a8d50495b751a4484_145)[5](#i43a1d75fa7de4a3a8d50495b751a4484_145)[, 202](#i43a1d75fa7de4a3a8d50495b751a4484_145)[4](#i43a1d75fa7de4a3a8d50495b751a4484_145) [and 202](#i43a1d75fa7de4a3a8d50495b751a4484_145)[3](#i43a1d75fa7de4a3a8d50495b751a4484_145)] | | | | | | | | | [removed: [F-](#ie02a3808edd842f9891d0b99057c9258_160)[8](#ie02a3808edd842f9891d0b99057c9258_160)] [added: [F-](#i43a1d75fa7de4a3a8d50495b751a4484_145)[8](#i43a1d75fa7de4a3a8d50495b751a4484_145)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie02a3808edd842f9891d0b99057c9258_163)] [added: Statements](#i43a1d75fa7de4a3a8d50495b751a4484_148)] | | | | | | | | | [removed: [F-](#ie02a3808edd842f9891d0b99057c9258_163)[9](#ie02a3808edd842f9891d0b99057c9258_163)] [added: [F-](#i43a1d75fa7de4a3a8d50495b751a4484_148)[9](#i43a1d75fa7de4a3a8d50495b751a4484_148)] | | |

| [Schedule of Valuation and Qualifying Accounts for the years ended December 31, [removed: 2024, 2023 and 20](#ie02a3808edd842f9891d0b99057c9258_232)[2](#ie02a3808edd842f9891d0b99057c9258_232)[2](#ie02a3808edd842f9891d0b99057c9258_232)] [added: 202](#i43a1d75fa7de4a3a8d50495b751a4484_214)[5](#i43a1d75fa7de4a3a8d50495b751a4484_214)[, 202](#i43a1d75fa7de4a3a8d50495b751a4484_214)[4](#i43a1d75fa7de4a3a8d50495b751a4484_214) [and 202](#i43a1d75fa7de4a3a8d50495b751a4484_214)[3](#i43a1d75fa7de4a3a8d50495b751a4484_214)] | | | | | | | | | [removed: [F-](#ie02a3808edd842f9891d0b99057c9258_232)[40](#ie02a3808edd842f9891d0b99057c9258_232)] [added: [F-](#i43a1d75fa7de4a3a8d50495b751a4484_214)[39](#i43a1d75fa7de4a3a8d50495b751a4484_214)] | | |

| Cognizant | | | F-1 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

We have audited the accompanying consolidated statements of financial position of Cognizant Technology Solutions Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the [added: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

| Cognizant | | | F-2 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

As described in Notes 1 and 2 to the consolidated financial statements, fixed-price contracts comprised [removed: $9.0] [added: $10.0] billion of the Company’s total revenues for the year ended December 31, [removed: 2024,] [added: 2025,] which includes performance obligations where control is transferred over time.

| Cognizant | | | F-3 | | | December 31, [removed: 2024] [added: 2025] Form 10-K | | |

| (in millions, except par values) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 2,231] [added: 1,901] | | | | | $ | [removed: 2,621] [added: 2,231] | |

| Short-term investments | | | [removed: 12] [added: 13] | | | | | | [removed: 14] [added: 12] | | |

| Trade accounts receivable, net | | | [removed: 4,059] [added: 4,439] | | | | | | [removed: 3,849] [added: 4,059] | | |

| Other current assets | | | [removed: 1,202] [added: 1,465] | | | | | | [removed: 1,022] [added: 1,202] | | |

| Alina Kerdman | | | | | | | | | | | | | | |

| Goodwill | | | 7,106 | | | | | | 6,953 | | |

| (Gain) on sale of property and equipment | | | | | | (62) | | | | | | — | | | | | | — | | |

| Changes in net defined benefit obligations | | | | | | (92) | | | | | | (17) | | | | | | — | | |

| Repurchases of common stock | | | | | | (19) | | | | | | — | | | | | | (240) | | | | | | (1,148) | | | | | | — | | | | | | (1,388) | | |

| Balance, December 31, 2025 | | | | | | 479 | | | | | | $ | 5 | | | | | $ | 12 | | | | | $ | 15,158 | | | | | $ | (160) | | | | | $ | 15,015 | |

| Net income | | | $ | 2,230 | | | | | $ | 2,240 | | | | | $ | 2,126 | |

| Gain on sale of property and equipment | | | (62) | | | | | | — | | | | | | — | | |

| Proceeds from sale of property and equipment | | | 70 | | | | | | — | | | | | | — | | |

As an AI builder, we provide deep expertise at the intersection of industry and technology, combining our perspective with extensive knowledge of our clients' organizations to build industry-specific platforms and incorporate context into systems, AI models and custom solutions.

end of the contractual lease term.

Goodwill and Indefinite-lived Intangible Assets.

A reporting unit is defined as an operating segment or one level below an operating segment.

Stock Repurchase Program.

Cash outflows for repurchases are classified as financing activities.

We designate certain derivative instruments as accounting hedges when the relationship is formally documented and the hedge is expected to be highly effective in achieving offsetting changes in the fair value of or cash flows of the hedged item.

| July 2025 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets | | | Annual reporting periods starting in 2026, and interim reporting periods within those annual reporting periods Prospective basis | | | The standard is intended to simplify the measurement of credit losses for accounts receivable and contract assets by providing a practical expedient that allows an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. | | | We are currently evaluating the impact of applying the practical expedient. | | |

| September 2025 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | | | Annual reporting periods starting in 2028, and interim reporting periods within those annual reporting periods Prospective basis | | | The standard is intended to modernize the internal-use software guidance, making it easier to apply to various software development methods. | | | We are currently evaluating the impact on our internal use software capitalization policy. | | |

| December 2025 Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities | | | Annual reporting periods starting in 2029, and interim reporting periods within those annual reporting periods Prospective basis | | | The standard provides authoritative guidance for business entities receiving government grants, establishing rules for their recognition, measurement, presentation, and disclosure. | | | We are currently evaluating the impact, and we do not expect the standard to have a significant impact on our financial statements. | | |

| Date Issued and Topic | | | Effective Date | | | Description | | | Impact | | |

| December 2025 Interim Reporting (Topic 270): Narrow-Scope Improvements | | | Interim reporting periods within annual reporting periods starting in 2028 Prospective basis | | | The standard clarifies the applicability of Topic 270, provides a comprehensive list of interim disclosures, and includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. | | | We are currently evaluating the impact on our interim disclosures. | | |

| North America | | | | | | $ | 5,311 | | | | | $ | 4,380 | | | | | $ | 3,728 | | | | | $ | 2,361 | | | | | $ | 15,780 | |

| United Kingdom | | | | | | 214 | | | | | | 643 | | | | | | 584 | | | | | | 481 | | | | | | 1,922 | | |

| Continental Europe | | | | | | 667 | | | | | | 640 | | | | | | 650 | | | | | | 133 | | | | | | 2,090 | | |

| Europe - Total | | | | | | 881 | | | | | | 1,283 | | | | | | 1,234 | | | | | | 614 | | | | | | 4,012 | | |

| Rest of World | | | | | | 155 | | | | | | 510 | | | | | | 323 | | | | | | 328 | | | | | | 1,316 | | |

| Total | | | | | | $ | 6,347 | | | | | $ | 6,173 | | | | | $ | 5,285 | | | | | $ | 3,303 | | | | | $ | 21,108 | |

| Consulting and technology services | | | | | | $ | 3,651 | | | | | $ | 4,365 | | | | | $ | 3,697 | | | | | $ | 1,820 | | | | | $ | 13,533 | |

| Outsourcing services | | | | | | 2,696 | | | | | | 1,808 | | | | | | 1,588 | | | | | | 1,483 | | | | | | 7,575 | | |

| Total | | | | | | $ | 6,347 | | | | | $ | 6,173 | | | | | $ | 5,285 | | | | | $ | 3,303 | | | | | $ | 21,108 | |

| Time and materials | | | | | | $ | 1,978 | | | | | $ | 3,161 | | | | | $ | 2,239 | | | | | $ | 1,771 | | | | | $ | 9,149 | |

| Fixed-price | | | | | | 3,149 | | | | | | 2,811 | | | | | | 2,685 | | | | | | 1,365 | | | | | | 10,010 | | |

| Transaction or volume-based | | | | | | 1,220 | | | | | | 201 | | | | | | 361 | | | | | | 167 | | | | | | 1,949 | | |

| Total | | | | | | $ | 6,347 | | | | | $ | 6,173 | | | | | $ | 5,285 | | | | | $ | 3,303 | | | | | $ | 21,108 | |

| Impairment charges | | | | | | (12) | | | | | | (2) | | |

| (in millions) | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

| (in millions) | | | | | | 2025 | | | | | | 2024 | | |

On January 1, 2026, we acquired 100% ownership in 3Cloud, one of the largest independent Microsoft Azure services providers and a global leader in Azure-dedicated AI enablement solutions and products.

On December 31, 2025, we placed cash consideration of $733 million in escrow, which was deemed to be restricted cash and included in "Other noncurrent assets" in our consolidated statement of financial position.

See [Note 18](#i43a1d75fa7de4a3a8d50495b751a4484_211).

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| Robert Telesmanic | | | | | | | | | | | | | | |

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As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Belcan from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Belcan from our audit of internal control over financial reporting.

Belcan is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 7.7% and 1.5%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 12, 2025

| Long-term income taxes payable | | | — | | | | | | 157 | | |

| Balance, December 31, 2021 | | | | | | 525 | | | | | | $ | 5 | | | | | $ | 27 | | | | | $ | 11,922 | | | | | $ | 37 | | | | | $ | 11,991 | |

| Repurchases of common stock | | | | | | (20) | | | | | | — | | | | | | (359) | | | | | | (1,059) | | | | | | — | | | | | | (1,418) | | |

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| Proceeds from sales of businesses | | | — | | | | | | — | | | | | | 28 | | |

| Proceeds from debt refinancing | | | — | | | | | | — | | | | | | 650 | | |

| Debt issuance costs | | | — | | | | | | — | | | | | | (3) | | |

We provide industry expertise and close client collaboration, combining critical perspective with a flexible engagement style.

Digital, AI-enhanced services continue to be an important part of our portfolio, aligning with our clients' focus on becoming data-enabled, customer-centric and differentiated businesses.

We determine the appropriate classification of our investments in marketable securities at the date of purchase and reevaluate such designation at each balance sheet date.

We classify and account for our marketable debt securities as either available-for-sale or held-to-maturity.

We determine the cost of the securities sold based on the specific identification method.

Our held-to-maturity investment securities are financial instruments that we have the intent and ability to hold to maturity and we classify these securities with maturities less than one year as short-term investments.

Any held-to-maturity investment securities with maturities beyond one year from the balance sheet date are classified as long-term investments.

Held-to-maturity securities are reported at amortized cost.

Interest and amortization of premiums and discounts for debt securities are included in interest income.

On initial recognition and on an ongoing basis, we evaluate our held-to-maturity investment securities for expected credit losses collectively when they share similar risk characteristics or individually, when the risk characteristics are different.

The allowance for expected credit losses is determined using our historical loss experience.

We monitor the credit ratings of the securities in our portfolio to evaluate the need for any changes to the allowance.

An increase or a decrease in the allowance for expected credit losses is recorded through income as a credit loss expense or a reversal thereof.

The allowance for expected credit losses is presented as a deduction from the amortized cost.

A held-to-maturity investment security is written off when deemed uncollectible.

We periodically

and obligations are fulfilled in a different pattern.

not distinct, while services added to our other contracts, including application maintenance, quality engineering and assurance as well as business process services contracts, are typically distinct.

The U.S.

For derivative financial instruments to qualify for hedge accounting, the following criteria must be met: (1) the hedging instrument must be designated as a hedge; (2) the hedged exposure must be specifically identifiable and must expose us to risk; and (3) it must be expected that a change in fair value of the hedging instrument and an opposite change in the fair value of the hedged exposure will have a high degree of correlation.

Any ineffectiveness or excluded portion of a designated cash flow hedge is recognized in net income.