Cognizant (CTSH) Form 4: CEO Receives 5,987 Shares From RSU Vesting

Rhea-AI Filing Summary

Ravi Kumar Singisetti, who serves as a director and Chief Executive Officer of Cognizant Technology Solutions Corporation (CTSH), reported insider transactions on 09/15/2025. The filing shows 5,987 shares of Class A common stock were acquired upon the vesting of RSUs granted March 3, 2025, while 3,287 shares were withheld to satisfy applicable taxes. After these transactions the reporting person beneficially owned 73,443 shares of Class A common stock and held 59,873 RSUs that remain unvested. The RSU award originally totaled 71,847 RSUs and vests quarterly over three years beginning June 15, 2025, with full vesting on March 15, 2028.

Positive

• 5,987 shares were acquired through scheduled RSU vesting, indicating continued executive alignment with shareholders
• The RSU program vests quarterly over three years, providing structured retention incentives

Negative

• 3,287 shares were withheld to pay taxes, reducing the number of shares delivered to the reporting person

Insights

Corporate Governance Expert

TL;DR: Routine executive compensation vesting with tax withholding; notable for alignment but not a material capital event.

The Form 4 documents scheduled vesting of RSUs for the CEO/director, reflecting compensation previously approved under the 2023 Incentive Award Plan. The transaction comprised the vesting of 1/12th of the March 3, 2025 grant, producing 5,987 shares delivered and 3,287 shares withheld for taxes. This is a customary administrative outcome of equity awards and does not indicate a discretionary sale or purchase decision by the insider. Ownership data show remaining RSUs and total beneficial holdings as reported, which maintain executive alignment with shareholder interests but are routine in nature.

Executive Compensation Analyst

TL;DR: Scheduled equity vesting occurred; withholding for taxes reduced delivered shares, consistent with standard practice.

The filing clarifies the mechanics of the March 3, 2025 RSU grant: 71,847 RSUs granted with quarterly vesting over three years. On the 09/15/2025 vesting date, 5,987 RSUs vested and were settled into shares, while 3,287 shares were withheld to cover taxes, leaving 59,873 RSUs outstanding as of the report. These specifics help model future dilution and executive ownership timelines but represent expected compensation administration rather than strategic action.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Singisetti Ravi Kumar

(Last) (First) (Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE. 36, 6 FL

(Street)

TEANECK NJ 07666

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		5,987(1)	A	(2)	76,730	D
Class A Common Stock	09/15/2025		F		3,287(3)	D	$69.17	73,443	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	09/15/2025		M			5,987	(4)	(4)	Class A Common Stock	5,987	$0	59,873	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/12th of the restricted stock unit ("RSU") award granted on March 3, 2025.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

4. A total of 71,847 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 15, 2028).

Remarks:

	/s/ Melissa Glass, on behalf of Ravi Kumar Singisetti, by Power of Attorney	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did CTSH CEO Ravi Kumar Singisetti report on 09/15/2025?

The Form 4 reports 5,987 shares acquired from RSU vesting and 3,287 shares withheld for taxes on 09/15/2025.

How many RSUs were originally granted to Ravi Kumar Singisetti and when do they fully vest?

A total of 71,847 RSUs were granted on March 3, 2025 and vest quarterly over three years, fully vesting on March 15, 2028.

How many shares and RSUs does the Form 4 show the reporting person beneficially owned after the transactions?

The filing reports 73,443 shares of Class A common stock beneficially owned and 59,873 RSUs outstanding following the transactions.

Why were some shares withheld in the reported transaction?

The filing states 3,287 shares were withheld to pay applicable taxes related to the RSU vesting.