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Cognizant (CTSH) officer details RSU vesting and share holdings

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

Rhea-AI Filing Summary

Cognizant Technology Solutions Corp. executive Rajesh Varrier, President Operations MD India, reported routine equity compensation activity involving restricted stock units (RSUs) on December 15, 2025.

On that date, RSUs converted into a total of 1,541 shares of Class A common stock (749, 542, and 250 shares) as scheduled vesting from prior RSU grants made on September 3, 2024 and March 3, 2025 under the company’s 2023 Incentive Award Plan. After these transactions, Varrier directly held 6,135 shares of Class A common stock.

The filing also shows 586 shares were withheld at a price of $83.95 per share to cover applicable taxes. Following the vesting events, Varrier continued to hold several blocks of RSUs that remain unvested and will vest in structured quarterly installments through dates extending to March 15, 2028.

Positive

  • None.

Negative

  • None.
Insider Varrier Rajesh
Role President Operations MD India
Type Security Shares Price Value
Exercise Restricted Stock Units 749 $0.00 --
Exercise Restricted Stock Units 542 $0.00 --
Exercise Restricted Stock Units 250 $0.00 --
Exercise Class A Common Stock 749 $0.00 --
Exercise Class A Common Stock 542 $0.00 --
Exercise Class A Common Stock 250 $0.00 --
Tax Withholding Class A Common Stock 586 $83.95 $49K
Holdings After Transaction: Restricted Stock Units — 2,247 shares (Direct); Class A Common Stock — 5,343 shares (Direct)
Footnotes (1)
  1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/8th of the restricted stock unit ("RSU") award granted on September 3, 2024. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of Class A Common Stock of the Company received from the vesting of 2/3rds of 1/6th of the RSU award granted on September 3, 2024. 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. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. 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 so that such RSUs will be fully vested on the eighth quarterly vesting date (September 15, 2026). 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). 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).
Form 4 Insider Transactions: What Each Field Means →
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).
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 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 Operations MD India
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
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 12/15/2025 M 749(1) A (2) 5,343 D
Class A Common Stock 12/15/2025 M 542(3) A (2) 5,885 D
Class A Common Stock 12/15/2025 M 250(4) A (2) 6,135 D
Class A Common Stock 12/15/2025 F 586(5) D $83.95 5,549 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) 12/15/2025 M 749 (6) (6) Class A Common Stock 749 $0 2,247 D
Restricted Stock Units (2) 12/15/2025 M 542 (7) (7) Class A Common Stock 542 $0 1,630 D
Restricted Stock Units (2) 12/15/2025 M 250 (8) (8) Class A Common Stock 250 $0 2,245 D
Explanation of Responses:
1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/8th of the 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 2/3rds 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 so that such RSUs will be fully vested on the eighth quarterly vesting date (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 Attorney 12/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CTSH executive Rajesh Varrier report on this Form 4?

Rajesh Varrier reported the vesting of restricted stock units that converted into 1,541 shares of Cognizant Technology Solutions Corp. Class A common stock on December 15, 2025, as part of previously granted RSU awards.

How many CTSH shares does Rajesh Varrier hold after the reported Form 4 transactions?

After the reported vesting and tax withholding transactions, Rajesh Varrier directly owned 6,135 shares of Cognizant Technology Solutions Corp. Class A common stock.

What RSU grants are referenced in this CTSH Form 4 filing?

The filing references three RSU awards: 5,991 RSUs and 4,884 RSUs granted on September 3, 2024, and 2,993 RSUs granted on March 3, 2025, all under the company’s 2023 Incentive Award Plan.

Over what period do the reported CTSH RSUs vest for Rajesh Varrier?

The referenced RSUs vest in quarterly installments, with schedules running from December 15, 2024 through September 15, 2026 for one award, through March 15, 2027 for another, and through March 15, 2028 for the March 3, 2025 grant.

Why were some CTSH shares disposed of in Rajesh Varrier’s Form 4?

The filing notes that 586 shares of Cognizant Class A common stock were withheld to pay applicable taxes in connection with the RSU vesting, at a price of $83.95 per share.

What role does Rajesh Varrier hold at Cognizant Technology Solutions (CTSH)?

In this Form 4, Rajesh Varrier is identified as an officer of Cognizant Technology Solutions Corp., with the title President Operations MD India.