STOCK TITAN

Cognizant Americas president has 5,224 RSUs vest

President – Americas Surya Gummadi reported RSU vesting into Class A shares, with a portion of shares withheld to cover taxes.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that President – Americas Surya Gummadi had several RSU awards vest on September 1, 2026. Four RSU tranches totaling 5,224 units were converted into an equal number of Class A Common shares, and 2,611 shares were delivered or withheld to pay applicable taxes at $64.58 per share.

Positive

  • None.

Negative

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Insider Gummadi Surya
Role President - Americas
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F7 1,168 $0.00 $0.00
Exercise Restricted Stock Units F2, F8 319 $0.00 $0.00
Exercise Restricted Stock Units F2, F9 2,310 $0.00 $0.00
Exercise Restricted Stock Units F2, F10 1,427 $0.00 $0.00
Exercise Class A Common Stock F1, F2 1,168 -- --
Exercise Class A Common Stock F3, F2 319 -- --
Exercise Class A Common Stock F4, F2 2,310 -- --
Exercise Class A Common Stock F5, F2 1,427 -- --
Tax Withholding Class A Common Stock F6 2,611 $64.58 $169K
Holdings After Transaction: Restricted Stock Units — 34,633 contracts (Direct); Class A Common Stock — 39,813 shares (Direct)
Footnotes (10)
  1. 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.
  2. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  3. 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.
  4. 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.
  5. 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.
  6. F6. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  7. F7. A total of 14,016 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).
  8. F8. A total of 7,645 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).
  9. F9. A total of 27,718 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).
  10. F10. A total of 11,413 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).
RSUs exercised 5,224 units Total RSUs exercised or converted on September 1, 2026
Common shares from RSU vesting tranche 1,168 shares Shares received from vesting of 1/12th of February 28, 2024 RSU award
Common shares from additional RSU tranche 2,310 shares Shares received from vesting of February 25, 2026 RSU award (1/12th installment)
Common shares from additional RSU tranche 1,427 shares Shares received from vesting of February 25, 2026 RSU award (1/8th installment)
Shares withheld for taxes 2,611 shares Shares delivered or withheld to pay applicable taxes on September 1, 2026
Tax withholding price $64.58 per share Price used for shares withheld to pay taxes
Original RSU grant 14,016 RSUs RSUs originally granted February 28, 2024, vesting quarterly over three years
Original RSU grant 27,718 RSUs RSUs originally granted February 25, 2026, vesting quarterly over three years
Restricted Stock Units financial
"A total of 14,016 RSUs were originally granted on February 28, 2024"
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
"such originally granted amount began vesting in quarterly installments over three years"
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.
taxes financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"

FAQ

What insider equity activity did CTSH report for Surya Gummadi on September 1, 2026?

On September 1, 2026, 5,224 restricted stock units held by President – Americas Surya Gummadi vested and were converted into the same number of Class A Common shares of Cognizant Technology Solutions Corp, according to the Form 4 filing.

How many CTSH shares were withheld for taxes in this Form 4?

The filing reports that 2,611 shares of Cognizant Class A Common Stock were delivered or withheld to pay applicable taxes, at a price of $64.58 per share, in connection with the RSU vesting on September 1, 2026.

What RSU tranches vested for the CTSH executive in this transaction?

Four RSU tranches vested for Surya Gummadi, covering 1,168, 319, 2,310, and 1,427 restricted stock units. Each RSU represents a contingent right to receive one share of Cognizant’s Class A Common Stock upon vesting.

Were the RSU grants for CTSH part of an incentive plan?

Yes. The RSUs vested on September 1, 2026 come from grants originally awarded under Cognizant’s 2023 Incentive Award Plan, with grants of 14,016, 7,645, 27,718, and 11,413 RSUs that vest in scheduled quarterly installments over three years.

Did the CTSH Form 4 indicate any Rule 10b5-1 trading plan?

No. The document-level indicator in the Form 4 shows the Rule 10b5-1 checkbox was not affirmatively marked, and there is no footnote disclosure stating that the reported transactions were made under a Rule 10b5-1 plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Gummadi Surya

(Last)(First)(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE 36, 6 FL

(Street)
TEANECK NEW JERSEY 07666

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President - Americas
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/01/2026M1,168(1)A(2)38,368D
Class A Common Stock09/01/2026M319(3)A(2)38,687D
Class A Common Stock09/01/2026M2,310(4)A(2)40,997D
Class A Common Stock09/01/2026M1,427(5)A(2)42,424D
Class A Common Stock09/01/2026F2,611(6)D$64.5839,813D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)09/01/2026M1,168 (7) (7)Class A Common Stock1,168$02,336D
Restricted Stock Units(2)09/01/2026M319 (8) (8)Class A Common Stock319$0638D
Restricted Stock Units(2)09/01/2026M2,310 (9) (9)Class A Common Stock2,310$023,099D
Restricted Stock Units(2)09/01/2026M1,427 (10) (10)Class A Common Stock1,427$08,560D
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 February 28, 2024.
2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
3. 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.
4. 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.
5. 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.
6. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
7. A total of 14,016 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).
8. A total of 7,645 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).
9. A total of 27,718 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).
10. A total of 11,413 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).
Remarks:
/s/ Melissa Glass, on behalf of Surya Gummadi, by Power of Attorney09/03/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)