CTSH Form 4: Executive RSU vesting and share tax withholding

Q: What insider transaction did CTSH report for Surya Gummadi?

The filing reports that Surya Gummadi , President - Americas of Cognizant Technology Solutions, acquired shares of Class A common stock upon the vesting of restricted stock units (RSUs) on November 15, 2025 and November 16, 2025 , with some shares withheld to cover taxes.

Q: How many Cognizant (CTSH) shares vested for the executive on November 15, 2025?

On November 15, 2025 , 2,085 shares of Cognizant Class A common stock were received from the vesting of 1/12th of an RSU award that was originally granted on November 15, 2022 .

Q: What tax withholding occurred in the CTSH Form 4 transactions?

The company withheld 1,010 shares of Class A common stock on November 15, 2025 and 673 shares on November 16, 2025 to pay applicable taxes, each at a price of $72.62 per share.

Q: What are the sizes and terms of the RSU grants reported by Cognizant (CTSH)?

The filing notes RSU grants of 25,016 units granted on November 15, 2022 , and 9,041 and 15,069 units granted on February 16, 2023 . These RSUs vest in quarterly installments over three years under the 2017 Incentive Award Plan .

Q: How do the Cognizant (CTSH) RSUs convert into shares in this Form 4?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Cognizant’s Class A common stock, so vested RSUs convert on a one-for-one basis into shares.

Q: What is the vesting schedule for the CTSH RSUs granted in 2022 to the executive?

The 25,016 RSUs granted on November 15, 2022 vest in 1/12th increments on quarterly vesting dates over three years, becoming fully vested on the twelfth vesting date, November 15, 2025 .

Q: How do the 2023 Cognizant RSU grants vest according to the Form 4?

The 9,041 RSUs granted on February 16, 2023 vest in 1/12th quarterly installments over three years, fully vesting on February 16, 2026 . The 15,069 RSUs granted on the same date vest in a more complex quarterly pattern across twelve vesting dates, also completing on February 16, 2026 .

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions (CTSH) reported equity award activity for executive officer Surya Gummadi, President - Americas, in a Form 4 insider filing. On November 15, 2025, 2,085 shares of Class A common stock were acquired upon vesting of restricted stock units (RSUs) from a grant originally made on November 15, 2022, with 1,010 shares withheld to cover taxes at a price of $72.62 per share. On November 16, 2025, additional RSUs granted on February 16, 2023 vested, delivering 753 and 628 shares of Class A common stock in separate tranches, with 673 shares withheld for taxes at $72.62 per share. The RSU grants, originally for 25,016, 9,041 and 15,069 units, vest over three years in scheduled quarterly installments under the company’s 2017 Incentive Award Plan.

Insider Trade Summary

3,466 shares exercised/converted

Mixed 8 txns

Insider Gummadi Surya

Role President - Americas

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	753	$0.00	--
Exercise	Restricted Stock Units	628	$0.00	--
Exercise	Class A Common Stock	753	$0.00	--
Exercise	Class A Common Stock	628	$0.00	--
Tax Withholding	Class A Common Stock	673	$72.62	$49K
Exercise	Restricted Stock Units	2,085	$0.00	--
Exercise	Class A Common Stock	2,085	$0.00	--
Tax Withholding	Class A Common Stock	1,010	$72.62	$73K

Holdings After Transaction: Restricted Stock Units — 754 shares (Direct); Class A Common Stock — 46,364 shares (Direct)

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 November 15, 2022. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 16, 2023. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 16, 2023. A total of 25,016 RSUs were originally granted on November 15, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on February 15, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs were fully vested on the twelfth vesting date (November 15, 2025). A total of 9,041 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 (February 16, 2026). A total of 15,069 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (February 16, 2026).

Form 4 Insider Transactions: What Each Field Means →

11/18/2025 - 04:04 PM

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^*

Gummadi Surya

(Last)

(First)

(Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE 36, 6 FL

(Street)

TEANECK

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 - Americas

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/15/2025		M		2,085⁽¹⁾	A	⁽²⁾	46,621	D
Class A Common Stock	11/15/2025		F		1,010⁽³⁾	D	$72.62	45,611	D
Class A Common Stock	11/16/2025		M		753⁽⁴⁾	A	⁽²⁾	46,364	D
Class A Common Stock	11/16/2025		M		628⁽⁵⁾	A	⁽²⁾	46,992	D
Class A Common Stock	11/16/2025		F		673⁽³⁾	D	$72.62	46,319	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	11/15/2025		M			2,085	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	2,085	$0	0	D
Restricted Stock Units	⁽²⁾	11/16/2025		M			753	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	753	$0	754	D
Restricted Stock Units	⁽²⁾	11/16/2025		M			628	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	628	$0	629	D

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 November 15, 2022.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 16, 2023.

5. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 16, 2023.

6. A total of 25,016 RSUs were originally granted on November 15, 2022 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on February 15, 2023, with 1/12th of such RSUs vesting on each quarterly vesting date so that such RSUs were fully vested on the twelfth vesting date (November 15, 2025).

7. A total of 9,041 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 (February 16, 2026).

8. A total of 15,069 RSUs were originally granted on February 16, 2023 under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (February 16, 2026).

Remarks:

	/s/ Melissa Glass, on behalf of Surya Gummadi, by Power of Attorney	11/18/2025
	** 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 report for Surya Gummadi?

The filing reports that Surya Gummadi, President - Americas of Cognizant Technology Solutions, acquired shares of Class A common stock upon the vesting of restricted stock units (RSUs) on November 15, 2025 and November 16, 2025, with some shares withheld to cover taxes.

How many Cognizant (CTSH) shares vested for the executive on November 15, 2025?

On November 15, 2025, 2,085 shares of Cognizant Class A common stock were received from the vesting of 1/12th of an RSU award that was originally granted on November 15, 2022.

What tax withholding occurred in the CTSH Form 4 transactions?

The company withheld 1,010 shares of Class A common stock on November 15, 2025 and 673 shares on November 16, 2025 to pay applicable taxes, each at a price of $72.62 per share.

What are the sizes and terms of the RSU grants reported by Cognizant (CTSH)?

The filing notes RSU grants of 25,016 units granted on November 15, 2022, and 9,041 and 15,069 units granted on February 16, 2023. These RSUs vest in quarterly installments over three years under the 2017 Incentive Award Plan.

How do the Cognizant (CTSH) RSUs convert into shares in this Form 4?

Each restricted stock unit (RSU) represents a contingent right to receive one share of Cognizant’s Class A common stock, so vested RSUs convert on a one-for-one basis into shares.

What is the vesting schedule for the CTSH RSUs granted in 2022 to the executive?

The 25,016 RSUs granted on November 15, 2022 vest in 1/12th increments on quarterly vesting dates over three years, becoming fully vested on the twelfth vesting date, November 15, 2025.

How do the 2023 Cognizant RSU grants vest according to the Form 4?

The 9,041 RSUs granted on February 16, 2023 vest in 1/12th quarterly installments over three years, fully vesting on February 16, 2026. The 15,069 RSUs granted on the same date vest in a more complex quarterly pattern across twelve vesting dates, also completing on February 16, 2026.