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Cognizant officer has 1,270 RSUs vest into stock

Cognizant officer Rajesh Varrier had 1,270 RSUs vest into Class A shares, with 468 shares withheld at $64.10 each to satisfy tax obligations.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reports that officer Rajesh Varrier, President Operations CMD India, had 1,270 Restricted Stock Units vest and convert into an equal number of shares of Class A Common Stock on September 15, 2026. Of these shares, 468 were delivered or withheld at $64.10 per share to pay applicable taxes, and no Rule 10b5‑1 trading plan is reported. The vested shares relate to prior RSU grants made under Cognizant’s 2023 Incentive Award Plan with defined multi‑year quarterly vesting schedules.

Positive

  • None.

Negative

  • None.
Insider Varrier Rajesh
Role President Operations CMD India
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F6 749 $0.00 $0.00
Exercise Restricted Stock Units F2, F7 272 $0.00 $0.00
Exercise Restricted Stock Units F2, F8 249 $0.00 $0.00
Exercise Class A Common Stock F1, F2 749 -- --
Exercise Class A Common Stock F3, F2 272 -- --
Exercise Class A Common Stock F4, F2 249 -- --
Tax Withholding Class A Common Stock F5 468 $64.10 $30K
Holdings After Transaction: Restricted Stock Units — 2,041 contracts (Direct); Class A Common Stock — 11,264 shares (Direct)
Footnotes (8)
  1. F1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on September 3, 2024.
  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 1/3rd of 1/6th of the RSU award granted on September 3, 2024.
  4. F4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on March 3, 2025.
  5. F5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  6. F6. A total of 5,991 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over two years, commencing on December 15, 2024, with 1/8th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on September 15, 2026.
  7. F7. A total of 4,884 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 15, 2024, with (i) 1/6th of such RSUs vesting on each of the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 15, 2027).
  8. F8. A total of 2,993 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).
RSUs converted (total) 1,270 units Restricted Stock Units converted into Class A Common Stock on September 15, 2026
RSUs converted from fully vested 2024 grant 749 units RSUs from the fully vested award granted on September 3, 2024
Additional RSUs converted from 2024 grants 272 units; 249 units Portions of September 3, 2024 and March 3, 2025 RSU awards vesting on September 15, 2026
Shares withheld for taxes 468 shares Class A Common Stock withheld to pay applicable taxes
Tax withholding price per share $64.10 per share Price applied to 468 withheld shares for tax payment
Original RSU grant (Sept. 3, 2024) 5,991 units RSUs granted under the 2023 Incentive Award Plan, vesting quarterly over two years
Second RSU grant (Sept. 3, 2024) 4,884 units RSUs vesting in 10 successive quarterly installments through March 15, 2027
RSU grant (March 3, 2025) 2,993 units RSUs vesting in 12 quarterly installments through March 15, 2028
Restricted Stock Units financial
"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the fully vested 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.
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.
2023 Incentive Award Plan financial
"A total of 5,991 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan"
tax liability 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 officer Rajesh Varrier report on September 15, 2026?

He reported the vesting and conversion of 1,270 RSUs into Class A Common Stock of Cognizant Technology Solutions Corp on September 15, 2026, with a portion of the resulting shares delivered or withheld to cover tax liabilities.

How many Cognizant (CTSH) RSUs vested for Rajesh Varrier and into how many shares?

A total of 1,270 Restricted Stock Units vested for Rajesh Varrier, converting into 1,270 shares of Cognizant’s Class A Common Stock, reflecting a one-for-one conversion as each RSU represents a contingent right to receive one share.

How many CTSH shares were withheld for taxes and at what price?

To pay applicable taxes, 468 shares of Cognizant Class A Common Stock were delivered or withheld at a price of $64.10 per share, as reported under a transaction coded for payment of tax liability by delivering or withholding securities.

Were the Cognizant (CTSH) transactions by Rajesh Varrier under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5‑1 checkbox is marked so that no Rule 10b5‑1 trading plan is reported for these transactions, and the footnotes do not indicate any pre‑arranged trading plan.

What are the key RSU grants underlying these CTSH transactions?

The RSUs stem from grants of 5,991 RSUs (September 3, 2024), 4,884 RSUs (September 3, 2024), and 2,993 RSUs (March 3, 2025), all granted under Cognizant’s 2023 Incentive Award Plan with specified quarterly vesting schedules over two to three years.

How were the Cognizant (CTSH) RSU vesting schedules structured for Rajesh Varrier?

One grant of 5,991 RSUs vests quarterly over two years starting December 15, 2024; another of 4,884 RSUs vests in 10 quarterly installments; and a 2,993 RSU grant vests in 12 quarterly installments starting June 15, 2025.

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*
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)
09/15/2026
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 Stock09/15/2026M749(1)A(2)11,211D
Class A Common Stock09/15/2026M272(3)A(2)11,483D
Class A Common Stock09/15/2026M249(4)A(2)11,732D
Class A Common Stock09/15/2026F468(5)D$64.111,264D
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)09/15/2026M749 (6) (6)Class A Common Stock749$00D
Restricted Stock Units(2)09/15/2026M272 (7) (7)Class A Common Stock272$0544D
Restricted Stock Units(2)09/15/2026M249 (8) (8)Class A Common Stock249$01,497D
Explanation of Responses:
1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested restricted stock unit ("RSU") award granted on September 3, 2024.
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 1/3rd of 1/6th of the RSU award granted on September 3, 2024.
4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on March 3, 2025.
5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
6. A total of 5,991 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over two years, commencing on December 15, 2024, with 1/8th of such RSUs vesting on each quarterly vesting date and the remainder of the RSUs were fully vested on September 15, 2026.
7. A total of 4,884 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 15, 2024, with (i) 1/6th of such RSUs vesting on each of the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 15, 2027).
8. A total of 2,993 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 Rajesh Varrier, 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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