Cognizant CFO reports RSU vesting, tax withholding
Cognizant Technology Solutions’ Chief Financial Officer Jatin P. Dalal reported routine equity compensation activity involving restricted stock units (RSUs).
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Form Type
4
Rhea-AI Filing Summary
Cognizant Technology Solutions’ Chief Financial Officer Jatin P. Dalal reported routine equity compensation activity involving restricted stock units (RSUs). On June 1, 2026, RSUs vested and were converted into a total of 6,448 shares of Class A Common Stock through three derivative exercises.
To cover related tax obligations, 3,511 shares of Class A Common Stock were withheld at a price of $55.76 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Dalal directly held 56,963 shares of Class A Common Stock. The RSUs were granted under the company’s 2023 Incentive Award Plan and vest in scheduled quarterly installments.
Insider Trade Summary
6,448 shares exercised/converted
Exercise
7 txns
Insider
Dalal Jatin P
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,965 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 2,955 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 1,528 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 1,965 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 2,955 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 1,528 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Class A Common Stock | 3,511 | $55.76 | $196K |
Holdings After Transaction:
Restricted Stock Units — 49,101 contracts (Direct);
Class A Common Stock — 56,963 shares (Direct)
Footnotes (8)
- 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.
- F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- 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.
- 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.
- F5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
- 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).
- 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).
- 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).
Key Figures
Tax-withheld shares: 3,511 shares
Tax-withholding price: $55.76 per share
Shares from RSU vesting: 6,448 shares
+4 more
7 metrics
Tax-withheld shares
3,511 shares
Shares of Class A Common Stock withheld to pay applicable taxes
Tax-withholding price
$55.76 per share
Price used for the 3,511-share tax-withholding disposition
Shares from RSU vesting
6,448 shares
Total Class A Common Stock received via derivative exercises of RSUs
Post-transaction holdings
56,963 shares
Class A Common Stock directly owned by CFO after transactions
2024 RSU grant size
23,572 RSUs
Granted February 28, 2024, vesting quarterly to March 1, 2027
2026 main RSU grant
35,463 RSUs
Granted February 25, 2026, vesting quarterly to March 1, 2029
2026 additional RSU grant
12,228 RSUs
Granted February 25, 2026, vesting quarterly to March 1, 2029
Key Terms
Restricted Stock Units, tax-withholding disposition, 2023 Incentive Award Plan, quarterly vesting, +1 more
5 terms
Restricted Stock Units financial
"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of the restricted stock unit award"
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.
tax-withholding disposition financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
2023 Incentive Award Plan financial
"RSUs were originally granted under the Company's 2023 Incentive Award Plan and vest in quarterly installments over three years"
quarterly vesting financial
"RSUs began vesting in quarterly installments over three years, commencing on June 1, 2024"
Class A Common Stock financial
"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Cognizant (CTSH) CFO Jatin Dalal report in this Form 4?
Cognizant CFO Jatin Dalal reported RSU vesting that converted into new Class A shares and a related tax-withholding share disposition. These transactions reflect scheduled equity compensation activity rather than discretionary open-market buying or selling of Cognizant stock.
How do the Cognizant (CTSH) RSU grants to the CFO vest over time?
One RSU grant of 23,572 units vests in 1/12th quarterly installments from June 1, 2024 to March 1, 2027. Additional grants of 35,463 and 12,228 RSUs, granted February 25, 2026, vest quarterly through March 1, 2029 under specified installment schedules.
Is the Cognizant (CTSH) CFO’s Form 4 a signal of open-market stock selling?
The Form 4 does not show open-market selling; it records RSU vesting and a tax-withholding disposition. Shares withheld to pay taxes are categorized as a mechanistic transaction linked to compensation, not a discretionary sale based on market views.
AI-generated analysis. How Rhea-AI works. Not financial advice.
