Cognizant CLO vests 4,402 RSUs, 2,385 withheld
Rhea-AI Filing Summary
COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that its CLO, CAO & Corporate Secretary, John Sunshin Kim, had multiple restricted stock unit (RSU) tranches vest on September 1, 2026, converting into Class A common shares, with a portion of those shares withheld to cover applicable tax liabilities.
Positive
- None.
Negative
- None.
Insider Trade Summary
4,402 shares exercised/converted
Exercise
9 txns
Insider
Kim John Sunshin
Role
CLO, CAO & Corporate Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units F2, F7 | 1,274 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F8 | 478 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F9 | 2,242 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units F2, F10 | 408 | $0.00 | $0.00 |
| Exercise | Class A Common Stock F1, F2 | 1,274 | -- | -- |
| Exercise | Class A Common Stock F3, F2 | 478 | -- | -- |
| Exercise | Class A Common Stock F4, F2 | 2,242 | -- | -- |
| Exercise | Class A Common Stock F5, F2 | 408 | -- | -- |
| Tax Withholding | Class A Common Stock F6 | 2,385 | $64.58 | $154K |
Holdings After Transaction:
Restricted Stock Units — 28,372 contracts (Direct);
Class A Common Stock — 42,409 shares (Direct)
Footnotes (10)
- F1. 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 February 28, 2024.
- F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- F3. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 28, 2024.
- F4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.
- F5. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
- F6. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
- F7. A total of 15,290 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, 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 1, 2027).
- F8. A total of 11,467 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2027).
- F9. A total of 26,903 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
- F10. A total of 3,261 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, with (i) 1/8th of such RSUs vesting on each of the first four vesting dates; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (March 1, 2029).
Key Figures
RSU conversion block 1: 1,274 shares underlying Class A Common Stock
RSU conversion block 2: 478 shares underlying Class A Common Stock
RSU conversion block 3: 2,242 shares underlying Class A Common Stock
+5 more
8 metrics
RSU conversion block 1
1,274 shares underlying Class A Common Stock
RSU exercise/conversion reported for September 1, 2026
RSU conversion block 2
478 shares underlying Class A Common Stock
RSU exercise/conversion reported for September 1, 2026
RSU conversion block 3
2,242 shares underlying Class A Common Stock
RSU exercise/conversion reported for September 1, 2026
RSU conversion block 4
408 shares underlying Class A Common Stock
RSU exercise/conversion reported for September 1, 2026
Shares withheld for taxes
2,385 shares
Class A Common Stock withheld to pay applicable taxes
Tax withholding reference price
$64.58 per share
Price used for shares withheld for tax liability on September 1, 2026
Original RSU grant
15,290 RSUs
Granted February 28, 2024 under 2023 Incentive Award Plan, vesting through March 1, 2027
Original RSU grant
26,903 RSUs
Granted February 25, 2026 under 2023 Incentive Award Plan, vesting through March 1, 2029
Key Terms
Restricted Stock Units, vesting, Incentive Award Plan, tax liability
4 terms
Restricted Stock Units financial
"security titled "Restricted Stock Units" tied to Class A Common Stock"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
vesting financial
"shares received from the vesting of 1/12th of the RSU award"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
Incentive Award Plan financial
"originally granted under the Company's 2023 Incentive Award Plan"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
tax liability financial
"shares of Class A Common Stock withheld to pay applicable taxes"
FAQ
What did Cognizant (CTSH) disclose about John Sunshin Kim’s equity on this Form 4?
The filing shows John Sunshin Kim had several RSU awards vest on September 1, 2026, converting into shares of Cognizant’s Class A Common Stock, with some of those shares withheld to pay applicable taxes.
How many RSUs were exercised or converted for Cognizant (CTSH) on September 1, 2026?
The Form 4 reports RSU-to-share conversions totaling 4,402 underlying shares of Cognizant Class A Common Stock (1,274; 478; 2,242; and 408 underlying shares from four separate RSU transactions).
Were the Cognizant (CTSH) RSU awards part of a specific incentive plan?
Yes. The footnotes state the RSUs were granted under Cognizant’s 2023 Incentive Award Plan, with original grants including 15,290, 11,467, 26,903, and 3,261 RSUs that vest in quarterly installments over three years.
Is this Cognizant (CTSH) Form 4 filed under a Rule 10b5-1 trading plan?
No. The document-level indicator shows the Rule 10b5-1 checkbox is not affirmed for these transactions, and the footnotes do not indicate that they were made under a pre-arranged trading plan.
What role does the reporting person hold at Cognizant (CTSH)?
The reporting person, John Sunshin Kim, is identified as CLO, CAO & Corporate Secretary of Cognizant Technology Solutions Corporation.
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