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Cognizant Technology Solutions (NASDAQ: CTSH) CEO settles RSUs, withholds 2,845 shares for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP director and Chief Executive Officer Ravi Kumar Singisetti reported vesting and settlement of 5,309 Restricted Stock Units into Class A Common Stock on March 1, 2026. Of these, 2,845 shares were withheld at $64.43 per share to cover taxes, and he now holds 80,378 Class A shares directly. The RSU grant originally covered 63,710 units that vest in 1/12th quarterly installments from June 1, 2024 through March 1, 2027.

Positive

  • None.

Negative

  • None.
Insider Singisetti Ravi Kumar
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 5,309 $0.00 $0.00
Exercise Class A Common Stock 5,309 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 2,845 $64.43 $183K
Holdings After Transaction: Restricted Stock Units — 21,237 shares (Direct); Class A Common Stock — 80,378 shares (Direct)
Footnotes (4)
  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 the Company's Class A Common Stock withheld to pay applicable taxes.
  4. F4. 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).
RSUs vested and settled 5309.0000 RSUs Restricted Stock Units converted into Class A Common Stock on March 1, 2026
Shares withheld for taxes 2845.0000 shares Class A Common Stock withheld at $64.4300 per share to pay applicable taxes
Tax withholding price $64.4300 per share Price used to value shares withheld for tax obligations
Post-transaction shareholding 80,378 shares Direct Class A Common Stock held by Ravi Kumar Singisetti after March 1, 2026 transactions
Original RSU grant size 63,710 RSUs RSUs granted on February 28, 2024 under the 2023 Incentive Award Plan
Quarterly vesting fraction 1/12th of RSUs Portion of the original RSU grant vesting on each quarterly vesting date
Final vesting date March 1, 2027 Twelfth quarterly vesting date when the RSU grant will be fully vested
Restricted Stock Units financial
"Shares of Class A Common Stock 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.
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.
2023 Incentive Award Plan financial
"A total of 63,710 RSUs were originally granted on February 28, 2024 under the Company's 2023 Incentive Award Plan"
quarterly vesting date financial
"RSUs vesting on each quarterly vesting date so that such RSUs will be fully vested"

FAQ

What insider transaction did CTSH CEO Ravi Kumar Singisetti report?

Ravi Kumar Singisetti reported vesting of 5,309 Restricted Stock Units into Class A Common Stock on March 1, 2026. Part of these shares were withheld to cover taxes, and the event reflects scheduled RSU vesting from a prior grant under Cognizant’s 2023 Incentive Award Plan.

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

A total of 2,845 shares of Cognizant Class A Common Stock were withheld at $64.43 per share to pay applicable taxes. These shares came from the settlement of vested Restricted Stock Units and represent a tax-withholding disposition, not an open-market sale.

What are Ravi Kumar Singisetti’s CTSH shareholdings after this transaction?

Following the reported RSU vesting and tax withholding, Ravi Kumar Singisetti directly holds 80,378 shares of Cognizant Class A Common Stock. This post-transaction balance reflects his direct ownership position after the March 1, 2026 insider transaction activity.

What is the size and vesting schedule of the CTSH RSU grant referenced?

The RSU grant originally covered 63,710 Restricted Stock Units awarded on February 28, 2024. These RSUs vest in 1/12th quarterly installments over three years, beginning June 1, 2024 and continuing through the twelfth vesting date on March 1, 2027.

Does the CTSH Form 4 indicate any open-market buying or selling by the CEO?

The reported activity involves RSU vesting and tax withholding, not open-market purchases or sales. Shares were received from RSU settlement and a portion was delivered back to the company to satisfy tax obligations, consistent with equity compensation practices.

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

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SEC Form 4
FORM 4 UNITED 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 NJ 07666

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/01/2026 M 5,309(1) A (2) 83,223 D
Class A Common Stock 03/01/2026 F 2,845(3) D $64.43 80,378 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 03/01/2026 M 5,309 (4) (4) Class A Common Stock 5,309 $0 21,237 D
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 the Company's Class A Common Stock withheld to pay applicable taxes.
4. 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).
Remarks:
/s/ Melissa Glass, on behalf of Ravi Kumar Singisetti, by Power of Attorney 03/03/2026
** Signature of Reporting Person Date
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.
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