Cognizant (CTSH) Insider Reports RSU Vesting; 587 Shares Withheld
Rhea-AI Filing Summary
Rajesh Varrier, President Operations MD India at Cognizant Technology Solutions Corporation (CTSH), reported multiple restricted stock unit (RSU) vestings on September 15, 2025. Portions of RSU awards vested, resulting in the receipt of 749, 542, and 249 shares of Class A common stock. To satisfy tax withholding obligations, 587 shares were withheld and disposed at a price of $69.77 per share. Following these transactions the reported direct beneficial ownership counts shown were 4,594 shares after withholding, with separate RSU balances of 2,996, 2,172, and 2,495 underlying shares from the respective grants. The filings note the original grant sizes and vesting schedules: 5,991 RSUs (quarterly over two years), 4,884 RSUs (complex 10-quarter schedule), and 2,993 RSUs (quarterly over three years).
Positive
- None.
Negative
- None.
Insights
TL;DR: Insider received scheduled RSU vestings and sold a small portion to cover taxes; transactions are routine and non-material.
The Form 4 discloses scheduled vesting events and a tax-withholding disposition of 587 shares at $69.77. The transactions reflect compensation vesting rather than open-market trading for liquidity or signaling. The aggregate share amounts involved in the disposition are modest relative to typical public-company float and reflect company-established vesting schedules: one grant of 5,991 RSUs vesting quarterly over two years, a 4,884-RSU grant with a 10-quarter schedule, and a 2,993-RSU grant vesting over three years. For investors, these are standard insider compensation mechanics with limited immediate governance or capital-structure implications.
TL;DR: Vesting and tax-withholding sales are standard; no unusual acceleration or discretionary transfers reported.
The filing shows no diversion from plan-based vesting terms and records withholding of shares to satisfy tax obligations at a stated price. The report is filed jointly by one reporting person via power of attorney, and signatures are provided per Form 4 requirements. There is no indication of off-cycle grants, special accelerations, or related-party transactions that would raise governance concerns.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 749 | $0.00 | -- |
| Exercise | Restricted Stock Units | 542 | $0.00 | -- |
| Exercise | Restricted Stock Units | 249 | $0.00 | -- |
| Exercise | Class A Common Stock | 749 | $0.00 | -- |
| Exercise | Class A Common Stock | 542 | $0.00 | -- |
| Exercise | Class A Common Stock | 249 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 587 | $69.77 | $41K |
Footnotes (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 2/3rds 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).
