Cognizant CFO RSU Vesting: 2,819 Shares Issued; 1,549 Withheld for Taxes
Rhea-AI Filing Summary
Cognizant CFO Jatin P. Dalal reported receipt of Class A common stock from vesting of restricted stock units (RSUs) granted March 3, 2025. On 09/15/2025 Mr. Dalal acquired 1,846 shares (1/12th of a 22,153-RSU award) and 973 shares (1/8th of a 7,783-RSU award) through deemed transactions classified as acquisitions, while 1,549 shares were withheld to satisfy tax withholding at a price of $69.17 per share. After these transactions he beneficially owned 34,415 shares of Class A common stock. The Form 4 was signed by power of attorney on 09/17/2025.
Positive
- Receipt of vested RSUs: The reporting person acquired a total of 2,819 shares from scheduled RSU vesting on 09/15/2025.
- Clear vesting schedule disclosed: Grants include a 22,153-RSU award vesting quarterly over three years and a 7,783-RSU award with defined phased vesting.
Negative
- Tax withholding reduced delivered shares: 1,549 shares were withheld to pay taxes, lowering net shares received.
Insights
TL;DR: Routine executive RSU vesting increased the CFO's share count modestly; tax withholding reduced net shares delivered.
The Form 4 discloses standard equity compensation vesting rather than open market purchases or sales. Aggregate vesting events delivered 2,819 shares to the reporting person, offset by 1,549 shares withheld for taxes at a reported price of $69.17. Post-transaction beneficial ownership is 34,415 Class A shares. For investors this is a non-cash compensation accounting event reflecting planned grant schedules rather than discretionary trading.
TL;DR: Disclosure shows scheduled RSU vesting under the 2023 Incentive Award Plan and proper reporting under Section 16.
The filing details vesting mechanics: a 22,153-RSU grant vesting quarterly over three years and a 7,783-RSU grant with a variable quarterly schedule. The report indicates timely Form 4 reporting and lists the use of tax withholding to satisfy obligations. These elements align with typical executive compensation governance and disclosure practices.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,846 | $0.00 | -- |
| Exercise | Restricted Stock Units | 973 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,846 | $0.00 | -- |
| Exercise | Class A Common Stock | 973 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 1,549 | $69.17 | $107K |
Footnotes (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. 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 1/8th 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 22,153 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). A total of 7,783 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).
