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Cognizant CFO has RSUs vest, 1,347 shares withheld

Cognizant’s CFO reported scheduled RSU vesting that converted into common shares, with a portion withheld to cover taxes.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that Chief Financial Officer Jatin P. Dalal had restricted stock units (RSUs) vest on September 15, 2026, converting into 1,846 and 648 shares of Class A Common Stock. Of these, 1,347 shares were withheld at a price of $64.10 per share to pay applicable taxes, with no Rule 10b5-1 trading plan reported.

The vested shares came from two RSU awards originally granted on March 3, 2025 under Cognizant’s 2023 Incentive Award Plan, covering 22,153 RSUs and 7,783 RSUs that vest in scheduled quarterly installments through March 15, 2028.

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  • None.

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Insider Dalal Jatin P
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F5 1,846 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 648 $0.00 $0.00
Exercise Class A Common Stock F1, F2 1,846 -- --
Exercise Class A Common Stock F3, F2 648 -- --
Tax Withholding Class A Common Stock F4 1,347 $64.10 $86K
Holdings After Transaction: Restricted Stock Units — 13,673 contracts (Direct); Class A Common Stock — 50,202 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 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 Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 3, 2025.
  4. F4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
  5. F5. A total of 22,153 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).
  6. F6. A total of 7,783 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 (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 15, 2028).
RSUs converted to Class A Common Stock (grant 1) 1,846 shares Vesting and conversion on September 15, 2026 from March 3, 2025 RSU award
RSUs converted to Class A Common Stock (grant 2) 648 shares Vesting and conversion on September 15, 2026 from separate March 3, 2025 RSU award
Shares withheld for taxes 1,347 shares Shares of Class A Common Stock withheld to pay applicable taxes
Withholding price per share $64.10 per share Price used for shares withheld to pay applicable taxes
Original RSU grant size (first award) 22,153 RSUs RSUs granted on March 3, 2025 under 2023 Incentive Award Plan
Original RSU grant size (second award) 7,783 RSUs RSUs granted on March 3, 2025 under 2023 Incentive Award Plan
Vesting period end date March 15, 2028 Twelfth quarterly vesting date when RSUs are scheduled to be fully vested
Restricted Stock Units financial
"Shares received from the vesting of the restricted stock unit ("RSU") 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.
contingent right financial
"Each RSU represents a contingent right to receive one share"
Incentive Award Plan financial
"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.
vesting financial
"Such originally granted amount began vesting in quarterly installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What did CTSH disclose about CFO Jatin P. Dalal’s RSU vesting on September 15, 2026?

CFO Jatin P. Dalal had RSUs vest into 1,846 and 648 shares of Cognizant Class A Common Stock on September 15, 2026, as part of previously granted RSU awards under the 2023 Incentive Award Plan.

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

The filing states that 1,347 shares of Cognizant’s Class A Common Stock were withheld at $64.10 per share to pay applicable taxes related to the RSU vesting.

What are the sizes of the RSU awards granted to the CTSH CFO on March 3, 2025?

Jatin P. Dalal received two RSU awards on March 3, 2025: one for 22,153 RSUs and another for 7,783 RSUs, both granted under Cognizant’s 2023 Incentive Award Plan.

Over what period do the CTSH CFO’s RSU awards vest?

Both RSU awards began vesting in quarterly installments starting June 15, 2025 and are scheduled to fully vest on the twelfth vesting date, March 15, 2028, with differing installment patterns for each grant.

Was a Rule 10b5-1 trading plan involved in the CTSH CFO’s transactions?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan.

What does each RSU represent in the CTSH CFO’s awards?

Each RSU represents a contingent right to receive one share of Cognizant’s Class A Common Stock, as disclosed in the footnotes to the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
09/15/2026
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 Stock09/15/2026M1,846(1)A(2)50,901D
Class A Common Stock09/15/2026M648(3)A(2)51,549D
Class A Common Stock09/15/2026F1,347(4)D$64.150,202D
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)09/15/2026M1,846 (5) (5)Class A Common Stock1,846$011,077D
Restricted Stock Units(2)09/15/2026M648 (6) (6)Class A Common Stock648$02,596D
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 Class A Common Stock of the Company received from the vesting of 2/3rds of 1/8th of the RSU award granted on March 3, 2025.
4. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
5. A total of 22,153 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).
6. A total of 7,783 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 (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 15, 2028).
Remarks:
/s/ Melissa Glass, on behalf of Jatin P. Dalal, 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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