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Cognizant (NASDAQ: CTSH) exec receives vested RSU shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP executive Balu Ganesh Ayyar, President - APJ and ISG, reported routine equity compensation activity. On June 1, 2026, restricted stock units (RSUs) vested and converted into 2,056 shares of Class A Common Stock, split between 1,154 and 902 shares.

The 1,154 shares came from 1/12th of an RSU award originally covering 10,830 units granted on February 28, 2024, vesting quarterly over three years starting June 1, 2024. The 902 shares came from 1/12th of a separate RSU award for 13,859 units granted on February 25, 2026, also vesting quarterly over three years beginning June 1, 2026.

After these transactions, Ayyar directly holds 111,324 shares of Class A Common Stock. The RSU tables show remaining RSU balances of 12,705 and 2,708 units from the two grants, each RSU representing a contingent right to receive one share of Class A Common Stock.

Positive

  • None.

Negative

  • None.
Insider Ayyar Balu Ganesh
Role President - APJ and ISG
Type Security Shares Price Value
Exercise Restricted Stock Units 902 $0.00 --
Exercise Restricted Stock Units 1,154 $0.00 --
Exercise Class A Common Stock 902 $0.00 --
Exercise Class A Common Stock 1,154 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,708 shares (Direct, null); Class A Common Stock — 110,170 shares (Direct, null)
Footnotes (1)
  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. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. 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. A total of 10,830 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). A total of 13,859 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).
Shares from RSU vesting 2,056 shares Class A Common Stock received on June 1, 2026
Shares from 2024 RSU grant vesting 1,154 shares 1/12th of February 28, 2024 RSU award
Shares from 2026 RSU grant vesting 902 shares 1/12th of February 25, 2026 RSU award
Post-transaction common shares 111,324 shares Class A Common Stock held directly after transactions
Original 2024 RSU grant 10,830 RSUs Granted February 28, 2024, vesting over three years
Original 2026 RSU grant 13,859 RSUs Granted February 25, 2026, vesting over three years
Remaining RSUs from 2024 grant 12,705 RSUs Balance after June 1, 2026 vesting
Remaining RSUs from 2026 grant 2,708 RSUs Balance after initial June 1, 2026 vesting
Restricted Stock Units financial
"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 1/12th of the restricted stock unit ("RSU") award"
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.
2023 Incentive Award Plan financial
"A total of 10,830 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan"
quarterly installments financial
"such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024"
contingent right financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock."
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Form 4 Insider Transactions: What Each Field Means →
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*
Ayyar Balu Ganesh
(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 - APJ and ISG
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		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 Stock06/01/2026M902(1)A(2)110,170D
Class A Common Stock06/01/2026M1,154(3)A(2)111,324D
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)06/01/2026M902 (4) (4)Class A Common Stock902$02,708D
Restricted Stock Units(2)06/01/2026M1,154 (5) (5)Class A Common Stock1,154$012,705D
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 1/12th of the RSU award granted on February 25, 2026.
4. A total of 10,830 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).
5. A total of 13,859 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).
Remarks:
/s/ Melissa Glass, on behalf of Balu Ganesh Ayyar, by Power of Attorney06/03/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cognizant (CTSH) executive Balu Ganesh Ayyar report on this Form 4?

The Form 4 reports RSU vesting for Balu Ganesh Ayyar, converting 2,056 restricted stock units into Class A Common Stock. These are routine equity compensation events under Cognizant’s 2023 Incentive Award Plan, not open-market purchases or sales.

How many Cognizant (CTSH) shares did Ayyar receive from RSU vesting?

Ayyar received 2,056 Class A Common shares through RSU vesting, consisting of 1,154 shares from a 2024 grant and 902 shares from a 2026 grant. Each RSU converts into one share of Class A Common Stock at vesting.

What are the original sizes of Ayyar’s Cognizant (CTSH) RSU grants?

The filing notes an RSU award of 10,830 units granted February 28, 2024 and another award of 13,859 units granted February 25, 2026. Both grants vest in 12 quarterly installments over three years under the 2023 Incentive Award Plan.

How many Cognizant (CTSH) shares does Ayyar hold after these transactions?

After the June 1, 2026 vesting events, Ayyar directly holds 111,324 shares of Cognizant Class A Common Stock. This figure reflects his updated equity ownership position following the conversion of RSUs into common shares reported in this Form 4.

How do the Cognizant (CTSH) RSUs vest for Ayyar?

Both RSU awards vest in 12 equal quarterly installments over three years. Vesting for the 2024 grant began June 1, 2024, while vesting for the 2026 grant began June 1, 2026, with one-twelfth of each award vesting on each quarterly vesting date.

What is the relationship between Ayyar’s Cognizant RSUs and common stock?

Each restricted stock unit represents a contingent right to receive one share of Cognizant’s Class A Common Stock. When an RSU vests, it converts into a common share, as reflected by the 2,056 shares Ayyar received on June 1, 2026.