CTSH insider vests 848 RSUs from 10,178 award — routine disclosure

Balu Ganesh Ayyar, a company officer serving as President - IOA & ISG at Cognizant Technology Solutions (CTSH), received 848 shares through the vesting of restricted stock units (RSUs).

Rhea-AI Filing Summary

Balu Ganesh Ayyar, a company officer serving as President - IOA & ISG at Cognizant Technology Solutions (CTSH), received 848 shares through the vesting of restricted stock units (RSUs). The RSUs were part of a grant of 10,178 RSUs awarded March 3, 2025; the award vests in quarterly installments over three years, with 1/12th vesting on each quarterly vesting date so the grant will be fully vested on March 15, 2028. Each RSU represents the contingent right to one share of Class A common stock. The transaction recorded is the conversion of the quarter's vested RSUs into shares and reflects routine equity compensation vesting for an executive.

Insights

Financial Analyst

TL;DR Routine executive equity vesting: 848 RSUs converted to shares from a 10,178 RSU award that vests quarterly through March 15, 2028.

The filing documents a standard compensation-related vesting event, not a discretionary sale or market transaction. The size of the quarterly vesting (848 shares) is small relative to the full grant (10,178 RSUs) and represents expected dilution tied to employee compensation programs. There is no indication in this filing of stock sales, pledges, or changes to grant terms. For investors, this is ordinary insider compensation activity and carries no immediate signal about company performance.

Corporate Governance Expert

TL;DR Governance-normal vesting disclosure: officer received vested RSUs under the 2023 Incentive Award Plan; schedule disclosed.

The form provides clear disclosure of the original grant size, vesting cadence, and the mechanics (1 RSU equals 1 share). This transparency aligns with Section 16 reporting expectations and with standard equity-award governance practices. The disclosure does not reveal any acceleration, special repricing, or unusual transfer conditions. From a governance standpoint, the filing satisfies routine reporting obligations for insider compensation events.

Insider Trade Summary

848 shares exercised/converted

Exercise 2 txns

Insider Ayyar Balu Ganesh

Role President - IOA & ISG

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	848	$0.00	$0.00
Exercise	Class A Common Stock	848	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 8,482 contracts (Direct); Class A Common Stock — 95,860 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 grated 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).

FAQ

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

What did CTSH insider Balu Ganesh Ayyar report on the Form 4?

The Form 4 reports the vesting and conversion of 848 RSUs into shares as part of an RSU grant.

How large was the original RSU grant and how does it vest?

The original award was 10,178 RSUs, vesting in quarterly installments over three years, with 1/12th vesting each quarter and full vesting on March 15, 2028.

What does each RSU represent in this filing?

Each RSU represents a contingent right to receive one share of Class A common stock of Cognizant.

Was this Form 4 reporting a sale or transfer of shares?

No. The filing documents an equity vesting event—RSUs converting into shares—rather than a sale or disposition to the market.

Does the filing indicate any change to grant terms or accelerated vesting?

The filing states the originally granted RSUs began vesting quarterly and will be fully vested by March 15, 2028; it does not disclose any acceleration or change to terms.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 09/17/2025 - 04:35 PM Learn about SEC filing dates

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).

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 NJ 07666

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President - IOA & ISG

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		848(1)	A	(2)	95,860	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	09/15/2025		M			848	(3)	(3)	Class A Common Stock	848	$0	8,482	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. A total of 10,178 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally grated 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 Attorney	09/17/2025
	** 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.