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Cognizant (CTSH) President – Americas details RSU vesting and tax withholding

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

Rhea-AI Filing Summary

Cognizant Technology Solutions President – Americas Surya Gummadi reported routine equity compensation activity. On 12/15/2025, 1,397 and 898 restricted stock units (RSUs) granted on March 3, 2025 vested, converting into the same number of Class A common shares. A total of 1,155 shares were withheld at $83.94 per share to cover applicable taxes.

After these transactions, Gummadi directly beneficially owned 34,369 and 35,524 Class A common shares from the respective awards, and continued to hold derivative positions in RSUs, including 12,573 and 4,490 units that remain subject to the Company’s 2023 Incentive Award Plan vesting schedules through March 15, 2028.

Positive

  • None.

Negative

  • None.
Insider Gummadi Surya
Role President - Americas
Type Security Shares Price Value
Exercise Restricted Stock Units 1,397 $0.00 --
Exercise Restricted Stock Units 898 $0.00 --
Exercise Class A Common Stock 1,397 $0.00 --
Exercise Class A Common Stock 898 $0.00 --
Tax Withholding Class A Common Stock 1,155 $83.94 $97K
Holdings After Transaction: Restricted Stock Units — 12,573 shares (Direct); Class A Common Stock — 34,626 shares (Direct)
Footnotes (1)
  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 16,764 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 7,184 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).
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*
Gummadi Surya
(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 - Americas
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 1,397(1) A (2) 34,626 D
Class A Common Stock 12/15/2025 M 898(3) A (2) 35,524 D
Class A Common Stock 12/15/2025 F 1,155(4) D $83.94 34,369 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 1,397 (5) (5) Class A Common Stock 1,397 $0 12,573 D
Restricted Stock Units (2) 12/15/2025 M 898 (6) (6) Class A Common Stock 898 $0 4,490 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 March 3, 2025.
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 March 3, 2025.
4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
5. A total of 16,764 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).
6. A total of 7,184 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).
Remarks:
/s/ Melissa Glass, on behalf of Surya Gummadi, 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 Cognizant (CTSH) disclose for Surya Gummadi?

The company disclosed that President – Americas Surya Gummadi had RSUs vest on 12/15/2025, converting 1,397 and 898 RSUs into the same number of Class A common shares.

How many Cognizant (CTSH) shares were withheld for taxes in this transaction?

The filing reports that 1,155 shares of Cognizant Class A common stock were withheld to pay applicable taxes at a price of $83.94 per share.

What equity awards are involved in the Cognizant (CTSH) insider RSU vesting?

The activity relates to RSU awards originally granted on March 3, 2025 under the 2023 Incentive Award Plan, including awards of 16,764 and 7,184 RSUs with structured quarterly vesting through March 15, 2028.

How many Cognizant (CTSH) RSUs remain outstanding for the reporting person after this transaction?

Following the reported vesting and conversions, the filing shows the reporting person holds 12,573 RSUs from one award and 4,490 RSUs from another award.

What is the role of the reporting person in Cognizant (CTSH)?

The reporting person, Surya Gummadi, is an officer of Cognizant Technology Solutions Corporation, serving as President – Americas.

Under which plan were the Cognizant (CTSH) RSUs granted and how do they vest?

The RSUs were granted under the 2023 Incentive Award Plan and vest in scheduled quarterly installments over three years, ending on March 15, 2028, based on specified fractions of the original grants.