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Cognizant exec Ayyar vests 849 RSUs into stock

Cognizant executive Balu Ganesh Ayyar reported quarterly vesting of 849 RSUs from a 2025 equity grant, increasing his direct Class A share holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that officer Balu Ganesh Ayyar, President - APJ and ISG, had 849 Restricted Stock Units vest on September 15, 2026, converting into an equal number of shares of Class A Common Stock. The RSUs were part of a 10,178-unit grant made on March 3, 2025 under the company’s 2023 Incentive Award Plan, which vests in quarterly installments over three years, commencing June 15, 2025, with 1/12th of the RSUs vesting on each quarterly vesting date. After this vesting event, Ayyar directly held 115,079 shares of Class A Common Stock and 5,089 RSUs. No Rule 10b5-1 trading plan is reported for these transactions.

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Insider Ayyar Balu Ganesh
Role President - APJ and ISG
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 849 $0.00 $0.00
Exercise Class A Common Stock F1, F2 849 -- --
Holdings After Transaction: Restricted Stock Units — 5,089 contracts (Direct); Class A Common Stock — 115,079 shares (Direct)
Footnotes (3)
  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 March 3, 2025.
  2. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  3. F3. A total of 10,178 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 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).
RSUs vested 849 units RSUs vesting and converting into Class A Common Stock on September 15, 2026
Common shares held after transaction 115,079 shares Direct Class A Common Stock holdings by Balu Ganesh Ayyar after the September 15, 2026 vesting
RSUs remaining after transaction 5,089 units Restricted Stock Units held by Ayyar following the reported vesting event
Original RSU grant size 10,178 units RSUs granted on March 3, 2025 under the 2023 Incentive Award Plan
Vesting period 3 years Quarterly vesting from June 15, 2025 to March 15, 2028, with 1/12th vesting each quarter
Restricted Stock Units financial
"Shares of Class A Common Stock ... received from the vesting of 1/12th of the restricted stock unit"
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.
Class A Common Stock financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
2023 Incentive Award Plan financial
"A total of 10,178 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan"
contingent right financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock"
quarterly installments financial
"such originally granted amount began vesting in quarterly installments over three years"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

He reported the vesting of 849 Restricted Stock Units on September 15, 2026, which converted into 849 shares of Cognizant’s Class A Common Stock as part of a previously granted RSU award.

How many CTSH shares does Balu Ganesh Ayyar hold after this transaction?

Following the September 15, 2026 vesting, Balu Ganesh Ayyar directly held 115,079 shares of Cognizant Class A Common Stock and 5,089 RSUs representing additional contingent rights to shares.

What is the size and schedule of the RSU grant reported by CTSH?

The RSU grant originally comprised 10,178 RSUs awarded on March 3, 2025. It began vesting in quarterly installments on June 15, 2025, with 1/12th of the RSUs vesting each quarter over three years until March 15, 2028.

Was a Rule 10b5-1 trading plan used for this CTSH Form 4 transaction?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed, and the footnotes do not state that these transactions were made under a trading plan.

What does each RSU represent in the CTSH grant to Balu Ganesh Ayyar?

Each RSU in this award represents a contingent right to receive one share of Cognizant’s Class A Common Stock upon vesting, as disclosed in the footnotes to the Form 4.

Under which plan were these CTSH RSUs granted?

The 10,178 RSUs were granted on March 3, 2025 under Cognizant Technology Solutions Corporation’s 2023 Incentive Award Plan, which governs the vesting terms described in the filing.

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*
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)
09/15/2026
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 Stock09/15/2026M849(1)A(2)115,079D
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)09/15/2026M849 (3) (3)Class A Common Stock849$05,089D
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. A total of 10,178 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 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 Balu Ganesh Ayyar, by Power of Attorney09/17/2026
** 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)

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