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Cognizant officer vests 544 RSUs, 210 withheld

CTSH officer Rajesh Varrier reported quarterly RSU vesting into common shares, with a portion withheld to cover taxes.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reports that officer Rajesh Varrier, President Operations CMD India, had 544 Restricted Stock Units vest on September 1, 2026, converting into the same number of Class A Common shares. Of these, 210 shares were withheld to pay applicable taxes at $64.58 per share. The vested shares come from two RSU awards originally granted on February 25, 2026 under the company’s 2023 Incentive Award Plan, which vest in quarterly installments over three years. No Rule 10b5‑1 trading plan is reported.

Positive

  • None.

Negative

  • None.
Insider Varrier Rajesh
Role President Operations CMD India
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F5 340 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 204 $0.00 $0.00
Exercise Class A Common Stock F1, F2 340 -- --
Exercise Class A Common Stock F3, F2 204 -- --
Tax Withholding Class A Common Stock F4 210 $64.58 $14K
Holdings After Transaction: Restricted Stock Units — 4,620 contracts (Direct); Class A Common Stock — 10,462 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 February 25, 2026.
  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 1/8th of the RSU award granted on February 25, 2026.
  4. F4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  5. F5. A total of 4,076 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
  6. F6. A total of 1,630 were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
RSUs vested 544 shares Total Restricted Stock Units vesting into Class A Common Stock on September 1, 2026
Shares withheld for taxes 210 shares Class A Common Stock withheld to pay applicable taxes on RSU vesting
Tax withholding price $64.58 per share Price used for the 210 withheld shares
First RSU grant size 4,076 RSUs Originally granted February 25, 2026 under the 2023 Incentive Award Plan, vesting 1/12th quarterly
Second RSU grant size 1,630 RSUs Originally granted February 25, 2026 under the 2023 Incentive Award Plan, vesting in a tiered 12-installment schedule
Total derivative exercises 544 shares Exercise or conversion of derivative securities (RSUs) reported in this Form 4
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"
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 1/12th of the restricted stock unit award granted"
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.
quarterly installments financial
"began vesting in quarterly installments over three years, commencing on June 1, 2026"
Incentive Award Plan financial
"originally granted on February 25, 2026 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.
taxes withheld financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"

FAQ

What insider equity change did CTSH officer Rajesh Varrier report on September 1, 2026?
He reported 544 RSUs vesting into the same number of Class A Common shares on September 1, 2026, arising from two RSU awards granted on February 25, 2026 under Cognizant’s 2023 Incentive Award Plan.

How many CTSH shares were withheld for taxes in this Form 4?
The filing shows 210 shares of Class A Common Stock were withheld to pay applicable taxes at a price of $64.58 per share, in connection with the RSU vesting on September 1, 2026.

What RSU grants underlie the reported CTSH transactions?
The transactions relate to two RSU awards: 4,076 RSUs and 1,630 RSUs, both granted on February 25, 2026 under Cognizant’s 2023 Incentive Award Plan, each scheduled to vest in quarterly installments over three years through March 1, 2029.

Was a Rule 10b5-1 trading plan involved in this CTSH Form 4?
No. The document-level checkbox indicates no Rule 10b5-1 plan for these transactions, and the footnotes do not describe any pre-arranged trading plan.

What portion of the larger CTSH RSU grant vested in this event?
For the 4,076 RSU grant, 1/12th vested on September 1, 2026; for the 1,630 RSU grant, 1/8th vested. Both grants vest quarterly over three years, with full vesting expected by March 1, 2029.

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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*
Varrier Rajesh
(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 Operations CMD India
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		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 Stock09/01/2026M340(1)A(2)10,468D
Class A Common Stock09/01/2026M204(3)A(2)10,672D
Class A Common Stock09/01/2026F210(4)D$64.5810,462D
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)09/01/2026M340 (5) (5)Class A Common Stock340$03,397D
Restricted Stock Units(2)09/01/2026M204 (6) (6)Class A Common Stock204$01,223D
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 February 25, 2026.
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 February 25, 2026.
4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
5. A total of 4,076 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
6. A total of 1,630 were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
Remarks:
/s/ Melissa Glass, on behalf of Rajesh Varrier, by Power of Attorney09/03/2026
** 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)

Source: View Original Filing on SEC EDGAR