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Cognizant CFO has 6,448 RSUs vest, 3,504 withheld

Cognizant’s CFO had RSUs vest into common stock, with a portion withheld to cover taxes.

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

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reports that Chief Financial Officer Jatin P. Dalal had 6,448 Restricted Stock Units vest and convert into an equal number of shares of Class A Common Stock on September 1, 2026 from several prior RSU grants under the 2023 Incentive Award Plan. Of the shares received, 3,504 were withheld at a price of $64.58 per share to pay applicable taxes, with the remainder retained as common stock.

Positive

  • None.

Negative

  • None.
Insider Dalal Jatin P
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F6 1,964 $0.00 $0.00
Exercise Restricted Stock Units F2, F7 2,955 $0.00 $0.00
Exercise Restricted Stock Units F2, F8 1,529 $0.00 $0.00
Exercise Class A Common Stock F1, F2 1,964 -- --
Exercise Class A Common Stock F3, F2 2,955 -- --
Exercise Class A Common Stock F4, F2 1,529 -- --
Tax Withholding Class A Common Stock F5 3,504 $64.58 $226K
Holdings After Transaction: Restricted Stock Units — 42,653 contracts (Direct); Class A Common Stock — 49,055 shares (Direct)
Footnotes (8)
  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 February 28, 2024.
  2. F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
  3. F3. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on February 25, 2026.
  4. F4. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
  5. F5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  6. F6. A total of 23,572 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, 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 1, 2027).
  7. F7. A total of 35,463 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
  8. F8. A total of 12,228 were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
RSUs vested and converted 6,448 units Total RSUs that vested and converted to Class A Common Stock on September 1, 2026
RSU vesting tranches 1,964; 2,955; 1,529 units Three RSU tranches converting to Class A Common Stock on September 1, 2026
Shares withheld for taxes 3,504 shares Class A Common Stock withheld to pay applicable taxes on September 1, 2026
Tax withholding price $64.58 per share Price used for withholding 3,504 shares to pay applicable taxes
Original RSU grant (2024) 23,572 units RSUs originally granted on February 28, 2024, vesting quarterly to March 1, 2027
Original RSU grant (2026 – 3-year, 1/12th) 35,463 units RSUs granted February 25, 2026, vesting in 1/12th quarterly installments to March 1, 2029
Original RSU grant (2026 – tiered 1/8th) 12,228 units RSUs granted February 25, 2026, vesting in a tiered 1/8th schedule to March 1, 2029
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"
2023 Incentive Award Plan financial
"A total of 23,572 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan"
vesting in quarterly installments financial
"such originally granted amount began vesting in quarterly installments over three years"
withheld to pay applicable taxes financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"

FAQ

What insider transactions did CTSH’s CFO report on September 1, 2026?
The CFO reported the vesting and conversion of 6,448 RSUs into Class A Common Stock and the withholding of 3,504 shares to pay applicable taxes, all on September 1, 2026.

How many Cognizant (CTSH) RSUs vested for the CFO in this Form 4?
A total of 6,448 Restricted Stock Units vested and converted into Class A Common Stock, in three tranches of 1,964, 2,955, and 1,529 RSUs from prior grants under the 2023 Incentive Award Plan.

How many CTSH shares were withheld for taxes and at what price?
The filing reports that 3,504 shares of Cognizant Class A Common Stock were withheld to pay applicable taxes at a price of $64.58 per share.

Were the CTSH CFO’s transactions made under a Rule 10b5-1 trading plan?
The document-level checkbox for Rule 10b5-1 is unchecked, so no Rule 10b5-1 trading plan is reported for these transactions.

What do the RSU footnotes in the CTSH Form 4 explain?
The footnotes state that each RSU represents a contingent right to receive one share of Class A Common Stock and describe original grants of 23,572, 35,463, and 12,228 RSUs and their quarterly vesting schedules under the 2023 Incentive Award Plan.

Did the CTSH CFO sell any shares on the open market in this Form 4?
No open-market sales are reported. The only share disposition is 3,504 shares of Class A Common Stock withheld by the company to pay applicable taxes related to RSU vesting.

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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*
Dalal Jatin P
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		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 Stock09/01/2026M1,964(1)A(2)48,075D
Class A Common Stock09/01/2026M2,955(3)A(2)51,030D
Class A Common Stock09/01/2026M1,529(4)A(2)52,559D
Class A Common Stock09/01/2026F3,504(5)D$64.5849,055D
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)09/01/2026M1,964 (6) (6)Class A Common Stock1,964$03,929D
Restricted Stock Units(2)09/01/2026M2,955 (7) (7)Class A Common Stock2,955$029,553D
Restricted Stock Units(2)09/01/2026M1,529 (8) (8)Class A Common Stock1,529$09,171D
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 February 28, 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 1/12th of the RSU award granted on February 25, 2026.
4. Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the RSU award granted on February 25, 2026.
5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
6. A total of 23,572 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2024, 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 1, 2027).
7. A total of 35,463 RSUs were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
8. A total of 12,228 were originally granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 1, 2026, 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 1, 2029).
Remarks:
/s/ Melissa Glass, on behalf of Jatin P. Dalal, by Power of Attorney09/03/2026
** 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)

Source: View Original Filing on SEC EDGAR