Cognizant Insider Filing: Kerdman RSU Vesting and Tax Withholding
Rhea-AI Filing Summary
Alina Kerdman, SVP, Controller & CAO of Cognizant Technology Solutions (CTSH), reported insider transactions dated 09/01/2025. The filing shows vesting of restricted stock units (RSUs) granted on February 28, 2024, resulting in the receipt of 199 and 28 shares of Class A common stock from two RSU tranches. A total of 76 shares were withheld to satisfy tax obligations at a reported price of $72.25 per share.
The filing also discloses the underlying RSU grants: 2,382 RSUs from one award and 331 RSUs from another, with detailed quarterly vesting schedules through March 1, 2027. Post-transaction beneficial ownership counts are included in the form for both stock and RSU balances.
Positive
- Scheduled RSU vesting executed for the reporting officer, reflecting planned compensation rather than opportunistic trading
- Tax withholding was completed via share withholding at a disclosed price of $72.25 per share
Negative
- None.
Insights
TL;DR Routine executive equity vesting occurred; no cash sales or unusual transfers were reported.
The Form 4 documents scheduled vesting of RSUs into Class A common shares for the company controller. The transactions reflect normal compensation vesting mechanics: shares issued upon vesting and a portion withheld for taxes at $72.25 per share. The disclosure lists original grant sizes and remaining RSU balances, allowing investors to track potential future dilution as remaining awards vest through March 1, 2027.
TL;DR Disclosure is consistent with standard insider reporting requirements for equity compensation vesting.
The filing names the reporting person, relationship to the issuer, and provides clear explanations of the vesting schedule and tax withholding. All material fields required by Section 16 reporting are present, including the use of a power of attorney signature. This is a routine governance disclosure rather than a material corporate event.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 199 | $0.00 | -- |
| Exercise | Restricted Stock Units | 28 | $0.00 | -- |
| Exercise | Class A Common Stock | 199 | $0.00 | -- |
| Exercise | Class A Common Stock | 28 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 76 | $72.25 | $5K |
Footnotes (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. 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 1/8th of the RSU award granted on February 28, 2024. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 2,382 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). A total of 331 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 (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 1, 2027).
