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Cognizant (CTSH) executive’s RSUs vest as 466 shares withheld for tax

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

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP executive Rajesh Varrier reported routine equity compensation activity. On June 15, 2026, he acquired Class A common stock through the vesting and conversion of restricted stock units (RSUs), and some shares were withheld to cover taxes.

Footnotes show these shares came from several RSU grants under the 2023 Incentive Award Plan, including 5,991 RSUs originally granted on September 3, 2024, 4,884 RSUs originally granted on the same date under a different vesting schedule, and 2,993 RSUs granted on March 3, 2025. In total, 1,271 shares were acquired through RSU conversions and 466 shares of Class A common stock were withheld at $52.17 per share to pay applicable taxes. The transactions reflect RSU vesting and tax withholding rather than open‑market buying or selling.

Positive

  • None.

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Insider Varrier Rajesh
Role President Operations CMD India
Type Security Shares Price Value
Exercise Restricted Stock Units 749 $0.00 --
Exercise Restricted Stock Units 272 $0.00 --
Exercise Restricted Stock Units 250 $0.00 --
Exercise Class A Common Stock 749 $0.00 --
Exercise Class A Common Stock 272 $0.00 --
Exercise Class A Common Stock 250 $0.00 --
Tax Withholding Class A Common Stock 466 $52.17 $24K
Holdings After Transaction: Restricted Stock Units — 749 shares (Direct, null); Class A Common Stock — 10,072 shares (Direct, null)
Footnotes (1)
  1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/8th of the restricted stock unit ("RSU") award granted on September 3, 2024. 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 1/3rd of 1/6th of the RSU award granted on September 3, 2024. Shares of Class A Common Stock of the Company received from the vesting of 1/12th 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 5,991 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over two years, commencing on December 15, 2024, with 1/8th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the eighth quarterly vesting date (September 15, 2026). A total of 4,884 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 15, 2024, with (i) 1/6th of such RSUs vesting on each of the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 15, 2027). A total of 2,993 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).
Shares acquired via RSU conversion 1,271 shares Class A common stock from RSU vesting on June 15, 2026
Shares withheld for taxes 466 shares Class A common stock withheld at $52.17 per share
Tax withholding price $52.17 per share Value used for 466 shares withheld to pay taxes
Original RSU grant size 5,991 RSUs Grant on September 3, 2024 under 2023 Incentive Award Plan
Second RSU grant size 4,884 RSUs Additional grant on September 3, 2024 with different vesting
Third RSU grant size 2,993 RSUs Grant on March 3, 2025 vesting over three years
Restricted Stock Units financial
"Shares of Class A Common Stock of the Company received from the vesting of 1/8th of the restricted stock unit ("RSU") award granted..."
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.
Each RSU represents a 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 5,991 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan..."
tax withholding financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes."
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
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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*
Varrier Rajesh

(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)
President Operations CMD India
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
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 Stock06/15/2026M749(1)A(2)10,072D
Class A Common Stock06/15/2026M272(3)A(2)10,344D
Class A Common Stock06/15/2026M250(4)A(2)10,594D
Class A Common Stock06/15/2026F466(5)D$52.1710,128D
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)06/15/2026M749 (6) (6)Class A Common Stock749$0749D
Restricted Stock Units(2)06/15/2026M272 (7) (7)Class A Common Stock272$0816D
Restricted Stock Units(2)06/15/2026M250 (8) (8)Class A Common Stock250$01,746D
Explanation of Responses:
1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/8th of the restricted stock unit ("RSU") award granted on September 3, 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 1/3rd of 1/6th of the RSU award granted on September 3, 2024.
4. Shares of Class A Common Stock of the Company received from the vesting of 1/12th of the RSU award granted on March 3, 2025.
5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
6. A total of 5,991 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over two years, commencing on December 15, 2024, with 1/8th of such RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested on the eighth quarterly vesting date (September 15, 2026).
7. A total of 4,884 RSUs were originally granted on September 3, 2024 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in 10 successive quarterly installments, commencing on December 15, 2024, with (i) 1/6th of such RSUs vesting on each of the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the successive four vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the successive three vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (March 15, 2027).
8. A total of 2,993 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 Rajesh Varrier, by Power of Attorney06/17/2026
** 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)

FAQ

What insider transactions did Cognizant (CTSH) executive Rajesh Varrier report?

Rajesh Varrier reported RSU-based equity transactions. On June 15, 2026, 1,271 shares of Class A common stock were acquired through RSU vesting and conversion, while 466 shares were withheld to cover tax obligations, reflecting routine compensation rather than open-market trades.

Did the Cognizant (CTSH) insider Form 4 show any open-market buying or selling?

No open-market trades were reported. The filing shows RSU exercises and tax withholding only, with code M entries for derivative exercises and a code F entry for shares withheld to pay taxes, rather than discretionary market purchases or sales of Cognizant stock.

How many Cognizant (CTSH) shares were withheld for taxes in this Form 4?

The filing shows 466 shares of Cognizant Class A common stock were withheld to pay applicable taxes. These shares were valued at $52.17 per share, using transaction code F, which denotes payment of tax liability by delivering securities back to the company.

What RSU grants underlie Rajesh Varrier’s Cognizant (CTSH) transactions?

The transactions relate to three RSU grants under the 2023 Incentive Award Plan: 5,991 RSUs granted September 3, 2024; 4,884 RSUs also granted September 3, 2024; and 2,993 RSUs granted March 3, 2025, each vesting over multi-year quarterly schedules.

What does the M transaction code mean in the Cognizant (CTSH) Form 4?

In this Form 4, the M code indicates the exercise or conversion of derivative securities, specifically RSUs converting into Class A common stock. Each RSU represents a contingent right to receive one share upon vesting under the company’s 2023 Incentive Award Plan.

Is the Cognizant (CTSH) Form 4 transaction considered a buy, sell, or compensation event?

The activity is a compensation-related event. Shares were acquired through RSU vesting (derivative exercises) and some shares were disposed solely to satisfy tax obligations. No open-market buy or sell decisions are disclosed, making this largely routine equity compensation administration.