Cognizant (CTSH) CEO reports RSU vesting and routine tax share withholding

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions’ CEO Ravi Kumar Singisetti reported routine equity compensation activity. On June 15, 2026, 1/12th of his restricted stock unit (RSU) award vested, converting 5,987 RSUs into an equal number of Class A common shares. The company withheld 3,230 shares to cover applicable taxes, a non-market, tax-withholding disposition. Following these transactions, he directly held 125,888 Class A shares and 41,911 RSUs. The original RSU grant was 71,847 units, scheduled to vest quarterly from June 15, 2025 through March 15, 2028.

Insider Trade Summary

5,987 shares exercised/converted

Mixed 3 txns

Insider Singisetti Ravi Kumar

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,987	$0.00	--
Exercise	Class A Common Stock	5,987	$0.00	--
Tax Withholding	Class A Common Stock	3,230	$52.17	$169K

Holdings After Transaction: Restricted Stock Units — 41,911 shares (Direct, null); Class A Common Stock — 125,888 shares (Direct, null)

Footnotes (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. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. 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).

Key Figures

RSUs vested: 5,987 RSUs Shares withheld for taxes: 3,230 shares at $52.17 Direct shares after transaction: 125,888 shares +3 more

6 metrics

RSUs vested 5,987 RSUs Converted into Class A Common Stock on June 15, 2026

Shares withheld for taxes 3,230 shares at $52.17 Tax-withholding disposition on June 15, 2026

Direct shares after transaction 125,888 shares Class A Common Stock held directly after June 15, 2026

RSUs remaining 41,911 RSUs Outstanding after June 15, 2026 vesting event

Original RSU grant 71,847 RSUs Granted March 3, 2025 under 2023 Incentive Award Plan

Vesting schedule 12 quarterly installments From June 15, 2025 to March 15, 2028

Key Terms

Restricted Stock Units, tax-withholding disposition, derivative exercise/conversion, 2023 Incentive Award Plan, +1 more

5 terms

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.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"Exercise or conversion of derivative security"

2023 Incentive Award Plan financial

"A total of 71,847 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan"

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.

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Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:04 PM

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

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^*

Singisetti Ravi Kumar

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/15/2026		M		5,987⁽¹⁾	A	⁽²⁾	125,888	D
Class A Common Stock	06/15/2026		F		3,230⁽³⁾	D	$52.17	122,658	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/15/2026		M			5,987	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	5,987	$0	41,911	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	06/17/2026
	** 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).
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 insider transactions did CTSH CEO Ravi Kumar Singisetti report on June 15, 2026?

He reported vesting of 5,987 restricted stock units into Class A common shares and withholding of 3,230 shares for taxes. These transactions reflect routine equity compensation and tax settlement rather than open-market buying or selling of Cognizant shares.

How many Cognizant (CTSH) shares does the CEO hold after this Form 4?

After the reported transactions, CEO Ravi Kumar Singisetti directly holds 125,888 shares of Cognizant Class A Common Stock. He also holds 41,911 restricted stock units that will convert into additional shares as they vest over the remaining scheduled quarterly dates.

Was the CTSH CEO’s June 2026 Form 4 an open-market sale of shares?

No. The Form 4 shows a tax-withholding disposition of 3,230 shares at $52.17 per share to pay applicable taxes. This is an administrative transaction tied to RSU vesting, not a discretionary open-market sale initiated by the CEO.

What is the size and vesting schedule of the CTSH CEO’s RSU grant?

The CEO originally received 71,847 restricted stock units on March 3, 2025 under Cognizant’s 2023 Incentive Award Plan. This grant vests in 12 equal quarterly installments beginning June 15, 2025 and becomes fully vested on March 15, 2028, subject to ongoing service.

How many RSUs remain outstanding for the CTSH CEO after this transaction?

Following the June 15, 2026 vesting and conversion, 41,911 restricted stock units remain outstanding for the CEO. Each RSU represents a contingent right to receive one share of Cognizant’s Class A Common Stock when it vests, according to the grant terms.