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Cognizant CEO vests 15,092 RSUs; 8,187 withheld

CTSH’s CEO had RSUs vest into Class A shares, with part of the stock 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 Executive Officer and director Ravi Kumar Singisetti vested and converted restricted stock units into 15,092 shares of Class A Common Stock on September 1, 2026, in two tranches of 5,309 and 9,783 shares tied to prior RSU grants.

On the same date, 8,187 shares were withheld at $64.58 per share to pay applicable taxes, leaving the remaining vested shares in his direct ownership. No transactions are reported as made under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Singisetti Ravi Kumar
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F5 5,309 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 9,783 $0.00 $0.00
Exercise Class A Common Stock F1, F2 5,309 -- --
Exercise Class A Common Stock F3, F2 9,783 -- --
Tax Withholding Class A Common Stock F4 8,187 $64.58 $529K
Holdings After Transaction: Restricted Stock Units — 108,450 contracts (Direct); Class A Common Stock — 129,563 shares (Direct)
Footnotes (6)
  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 the Company's Class A Common Stock withheld to pay applicable taxes.
  5. F5. A total of 63,710 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).
  6. F6. A total of 117,397 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).
RSUs converted (February 28, 2024 grant) 5,309 shares Class A Common Stock received from vesting of 1/12th of RSU award granted February 28, 2024
RSUs converted (February 25, 2026 grant) 9,783 shares Class A Common Stock received from vesting of 1/12th of RSU award granted February 25, 2026
Tax-withholding shares 8,187 shares Class A Common Stock withheld on September 1, 2026 to pay applicable taxes
Tax-withholding price per share $64.58 per share Price used for shares withheld to pay taxes on September 1, 2026
Original RSU grant (2024) 63,710 RSUs Granted February 28, 2024 under 2023 Incentive Award Plan, vesting quarterly over three years
Original RSU grant (2026) 117,397 RSUs Granted February 25, 2026 under 2023 Incentive Award Plan, vesting quarterly over three years
Restricted Stock Units financial
"Shares of Class A Common Stock of the Company received from the vesting of 1/12th 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.
quarterly installments financial
"such originally granted amount began vesting in quarterly installments over three years"
Incentive Award Plan financial
"originally granted on February 28, 2024 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.
taxes financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"

FAQ

What did CTSH CEO Ravi Kumar Singisetti report on this Form 4?
He reported vesting and conversion of 15,092 restricted stock units into Class A Common Stock of Cognizant Technology Solutions Corp on September 1, 2026, plus a related withholding of 8,187 shares at $64.58 per share to cover applicable taxes.

How many CTSH RSUs vested for the CEO in this filing?
A total of 15,092 restricted stock units vested and were converted into Class A Common Stock: 5,309 RSUs from a February 28, 2024 grant and 9,783 RSUs from a February 25, 2026 grant, each RSU representing one share of Class A Common Stock.

How many CTSH shares were withheld for taxes and at what price?
On September 1, 2026, 8,187 shares of Cognizant Class A Common Stock were withheld to pay applicable taxes at a price of $64.58 per share, as disclosed in the Form 4 footnote describing the tax-withholding transaction.

Were the CTSH CEO’s transactions under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as an affirmative 10b5-1 plan, and the footnotes do not state that the September 1, 2026 transactions were executed pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

What RSU grants are referenced for the CTSH CEO in this Form 4?
The Form 4 references an RSU grant of 63,710 RSUs on February 28, 2024 and another of 117,397 RSUs on February 25, 2026, both under the company’s 2023 Incentive Award Plan, each scheduled to vest in quarterly installments over three years.

Does this CTSH Form 4 disclose the CEO’s total share holdings after the transactions?
No. The non-derivative transaction rows show the shares acquired and withheld, but the post-transaction total share holdings fields are not populated, so the filing does not state his aggregate direct ownership after these events.

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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*
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)
09/01/2026		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 Stock09/01/2026M5,309(1)A(2)127,967D
Class A Common Stock09/01/2026M9,783(3)A(2)137,750D
Class A Common Stock09/01/2026F8,187(4)D$64.58129,563D
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)09/01/2026M5,309 (5) (5)Class A Common Stock5,309$010,619D
Restricted Stock Units(2)09/01/2026M9,783 (6) (6)Class A Common Stock9,783$097,831D
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 the Company's Class A Common Stock withheld to pay applicable taxes.
5. A total of 63,710 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).
6. A total of 117,397 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).
Remarks:
/s/ Melissa Glass, on behalf of Ravi Kumar Singisetti, 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