Cognizant Insider Vesting: Gummadi Gains 2,295 Shares; Tax Withholding Reported

Rhea-AI Filing Summary

Cognizant (CTSH) insider Surya Gummadi received shares from scheduled RSU vesting on 09/15/2025, increasing his direct holdings through three related events. He received 1,397 shares and 898 shares from two separate vesting schedules tied to RSU grants made on March 3, 2025, while 1,157 shares were withheld to cover taxes at a price of $69.17 per share. After these transactions his direct beneficial ownership of Class A common stock is reported at 44,536 shares. The RSUs originated from two awards: 16,764 RSUs vesting quarterly over three years and 7,184 RSUs with a staggered quarterly schedule that also completes in March 2028.

Insights

Financial Analyst

TL;DR: Routine executive compensation vesting increased direct share ownership; no sale or market-impacting disposition reported.

The Form 4 discloses scheduled vesting of restricted stock units into Class A shares, with shares withheld solely for tax obligations. These are non-discretionary, time-based vesting events tied to awards granted March 3, 2025, and do not reflect open-market purchases or sales. The transactions raise the reporting person's direct share count modestly to 44,536 shares, which for most public companies of Cognizant's scale is unlikely to be material to capitalization but is relevant for insider ownership tracking and governance disclosures.

Corporate Governance Expert

TL;DR: Disclosure consistent with standard equity compensation practices; withholding for taxes properly reported.

The filing documents routine compliance with Section 16 reporting for time-based RSU vesting and tax withholding. The filing shows two separate grant schedules with defined vesting patterns ending in March 2028 and indicates proper reporting of shares withheld to satisfy tax obligations at $69.17 per share. No departures, option exercises for cash, or transfers to affiliates are shown, suggesting standard compensation administration without governance red flags.

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

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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^*

Gummadi Surya

(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 - Americas

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		1,397(1)	A	(2)	44,795	D
Class A Common Stock	09/15/2025		M		898(3)	A	(2)	45,693	D
Class A Common Stock	09/15/2025		F		1,157(4)	D	$69.17	44,536	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			1,397	(5)	(5)	Class A Common Stock	1,397	$0	13,970	D
Restricted Stock Units	(2)	09/15/2025		M			898	(6)	(5)	Class A Common Stock	898	$0	5,388	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 Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on March 3, 2025.

4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

5. A total of 16,764 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).

6. A total of 7,184 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 (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 15, 2028).

Remarks:

	/s/ Melissa Glass, on behalf of Surya Gummadi, by Power of Attorney	09/17/2025
	** Signature of Reporting Person	Date
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