STOCK TITAN

Cognizant CEO has 5,987 RSUs vest into stock

CTSH’s CEO reported routine RSU vesting and tax-related share withholding, with 35,924 RSUs from the 2025 grant still scheduled to vest through 2028.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that Chief Executive Officer and director Ravi Kumar Singisetti had 5,987 Restricted Stock Units vest and convert into 5,987 shares of Class A Common Stock on September 15, 2026. Of these, 3,231 shares were withheld at $64.10 per share to pay applicable taxes. Following the conversion, 35,924 RSUs from this award remain directly held, continuing to vest quarterly through March 15, 2028, and no Rule 10b5-1 trading plan is reported.

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Insider Singisetti Ravi Kumar
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F4 5,987 $0.00 $0.00
Exercise Class A Common Stock F1, F2 5,987 -- --
Tax Withholding Class A Common Stock F3 3,231 $64.10 $207K
Holdings After Transaction: Restricted Stock Units — 35,924 contracts (Direct); Class A Common Stock — 132,319 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  3. F3. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  4. F4. A total of 71,847 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 vested and converted 5,987 units Restricted Stock Units vested and converted into Class A Common Stock on September 15, 2026
Shares withheld for taxes 3,231 shares Class A Common Stock withheld to pay applicable taxes on September 15, 2026
Tax withholding price $64.10 per share Price applied to the 3,231 shares withheld for tax payments
RSUs remaining from grant 35,924 units RSUs remaining held after the September 15, 2026 vesting from the March 3, 2025 grant
Original RSU grant size 71,847 units RSUs originally granted to the CEO on March 3, 2025 under the 2023 Incentive Award Plan
Vesting schedule length 12 quarterly installments Grant vests in 1/12th quarterly installments from June 15, 2025 to March 15, 2028
Restricted Stock Units financial
"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 1/12th of the 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.
contingent right financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock"
withheld to pay applicable taxes financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"
Incentive Award Plan financial
"A total of 71,847 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
quarterly installments financial
"originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CTSH CEO Ravi Kumar Singisetti report in this Form 4?

He reported the vesting and conversion of 5,987 RSUs into Class A Common Stock on September 15, 2026, and the withholding of 3,231 shares at $64.10 per share to cover applicable taxes, with the remaining shares from this vesting retained.

How many CTSH RSUs vested for the CEO on September 15, 2026?

5,987 Restricted Stock Units vested for CEO Ravi Kumar Singisetti on September 15, 2026. Each RSU represents a contingent right to receive one share of Cognizant’s Class A Common Stock, so 5,987 shares were issued in connection with this quarterly vesting event.

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

A total of 3,231 shares of Cognizant Class A Common Stock were withheld to pay applicable taxes, at a reported price of $64.10 per share, in connection with the September 15, 2026 vesting of RSUs held by the CEO.

How large was the original CTSH RSU grant to the CEO in March 2025?

The original RSU grant to the CEO was 71,847 RSUs, granted on March 3, 2025 under Cognizant’s 2023 Incentive Award Plan. These RSUs began vesting in 1/12th quarterly installments starting June 15, 2025, and are scheduled to be fully vested by March 15, 2028.

How many CTSH RSUs from this grant remain after the September 2026 vesting?

After the September 15, 2026 vesting and conversion, 35,924 RSUs from this March 3, 2025 grant remain directly held by the CEO. These units continue to vest in quarterly installments until they are fully vested on March 15, 2028.

Was the CTSH CEO’s September 2026 transaction under a Rule 10b5-1 plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the September 15, 2026 transactions were made pursuant to a Rule 10b5-1 trading plan or other pre-arranged trading arrangement.

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*
Singisetti Ravi Kumar

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
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 Stock09/15/2026M5,987(1)A(2)135,550D
Class A Common Stock09/15/2026F3,231(3)D$64.1132,319D
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)09/15/2026M5,987 (4) (4)Class A Common Stock5,987$035,924D
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 the Company's Class A Common Stock withheld to pay applicable taxes.
4. A total of 71,847 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 Ravi Kumar Singisetti, 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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