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Cognizant Americas president vests 1,995 shares

President - Americas Surya Gummadi had RSUs vest into Cognizant Class A shares, with a portion withheld for taxes and the balance retained as equity compensation.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that Surya Gummadi, President - Americas, had restricted stock units vest on September 15, 2026 that were settled in 1,995 shares of Class A Common Stock. Of these, 988 shares were withheld to pay applicable taxes, with the remaining shares retained, and no Rule 10b5-1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Gummadi Surya
Role President - Americas
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F5 1,397 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 598 $0.00 $0.00
Exercise Class A Common Stock F1, F2 1,397 -- --
Exercise Class A Common Stock F3, F2 598 -- --
Tax Withholding Class A Common Stock F4 988 $64.10 $63K
Holdings After Transaction: Restricted Stock Units — 10,778 contracts (Direct); Class A Common Stock — 40,820 shares (Direct)
Footnotes (6)
  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. Shares of Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 3, 2025.
  4. F4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  5. F5. 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. F6. 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).
Shares vested (first RSU tranche) 1,397 shares 1/12th of RSU award granted March 3, 2025 vested into Class A Common Stock
Shares vested (second RSU tranche) 598 shares 2/3rds of 1/8th of another March 3, 2025 RSU award vested
Total shares from RSU vesting 1,995 shares Total Class A Common Stock delivered upon RSU vesting on September 15, 2026
Shares withheld for taxes 988 shares Class A Common Stock withheld to pay applicable taxes on vesting
Tax withholding reference price $64.10 per share Per-share value used for tax-liability withholding transaction of 988 shares
Original RSU grant size (first award) 16,764 RSUs Granted March 3, 2025 under 2023 Incentive Award Plan, vesting quarterly through March 15, 2028
Original RSU grant size (second award) 7,184 RSUs Granted March 3, 2025 under 2023 Incentive Award Plan with staged quarterly vesting through March 15, 2028
Restricted Stock Units financial
"Shares of Class A Common Stock ... 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.
vesting financial
"received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 3, 2025"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
contingent right financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock"
Incentive Award Plan financial
"originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
withheld to pay applicable taxes financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"

FAQ

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

What equity transactions did CTSH executive Surya Gummadi report on September 15, 2026?

He reported RSU vesting that converted into 1,995 shares of Cognizant Class A Common Stock and a related withholding of 988 shares to pay applicable taxes, with the remaining vested shares retained as equity compensation.

How many Cognizant (CTSH) RSUs vested for Surya Gummadi in this Form 4?

RSUs corresponding to 1,397 shares (1/12th of a March 3, 2025 award) and 598 shares (2/3rds of 1/8th of another March 3, 2025 award) vested, for a total of 1,995 shares of Class A Common Stock.

How many CTSH shares were withheld for taxes in Surya Gummadi’s Form 4?

The filing reports that 988 shares of Cognizant’s Class A Common Stock were withheld to pay applicable taxes in connection with the RSU vesting, at a per-share value of $64.10 for the tax calculation.

Were Surya Gummadi’s CTSH transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and the footnotes describe routine vesting of RSU awards rather than sales under a pre-arranged trading plan.

What are the original CTSH RSU grant sizes referenced in this Form 4?

The filing states that 16,764 RSUs and 7,184 RSUs were originally granted on March 3, 2025 under Cognizant’s 2023 Incentive Award Plan, with each award vesting in quarterly installments over three years through March 15, 2028.

What vesting schedule applies to Surya Gummadi’s RSUs at Cognizant (CTSH)?

One grant of 16,764 RSUs vests in equal 1/12th quarterly installments. A second grant of 7,184 RSUs vests in a staged pattern: 1/8th on each of the first four dates, then varying 2/3rds and 1/3rd of 1/8th, with the remainder vesting on March 15, 2028.

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

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Learn about SEC filing dates
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*
Gummadi Surya

(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 - Americas
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 Stock09/15/2026M1,397(1)A(2)41,210D
Class A Common Stock09/15/2026M598(3)A(2)41,808D
Class A Common Stock09/15/2026F988(4)D$64.140,820D
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)09/15/2026M1,397 (5) (5)Class A Common Stock1,397$08,382D
Restricted Stock Units(2)09/15/2026M598 (6) (6)Class A Common Stock598$02,396D
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 2/3rds 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 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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