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CTSH Insider Filing: Dalal Receives 2,166 Shares From RSU Vesting

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Jatin P. Dalal, Chief Financial Officer of Cognizant Technology Solutions Corporation (CTSH), reported receipt of equity from an RSU vesting event on 09/04/2025. A tranche of 2,166 restricted stock units vested and converted into 2,166 shares of Class A common stock. The filing shows 1,170 shares were withheld to cover taxes, leaving Dalal with 34,315 shares beneficially owned after the vesting and withholding. The RSUs were part of a 32,497 award granted 12/04/2023 that vests in nine quarterly installments under the 2023 Incentive Award Plan.

Positive

  • Scheduled RSU vesting completed as granted on 12/04/2023, demonstrating compensation plan execution
  • Transparent reporting of post-transaction beneficial ownership (34,315 shares) consistent with Section 16 requirements

Negative

  • 1,170 shares withheld to cover taxes, reducing the net shares delivered to the reporting person

Insights

TL;DR: Routine executive compensation vesting; limited market impact.

This Form 4 documents a scheduled vesting of RSUs for the CFO totaling 2,166 shares, with 1,170 shares withheld for tax obligations. The transaction reflects a planned compensation schedule from a December 4, 2023 grant and does not indicate open-market purchases or sales. For investors, this is a standard compensation-related disclosure that updates insider beneficial ownership but provides no new operational or financial performance information.

TL;DR: Compliance filing showing expected vesting and tax-withholding; governance processes operating as designed.

The filing shows compliance with Section 16 reporting for a scheduled RSU vesting under the company's 2023 plan. The withholding of shares to satisfy taxes is typical and documented. The disclosure appropriately reports post-transaction beneficial ownership (34,315 shares), supporting transparency around executive compensation and ownership alignment.

Insider Dalal Jatin P
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,166 $0.00 --
Exercise Class A Common Stock 2,166 $0.00 --
Tax Withholding Class A Common Stock 1,170 $71.82 $84K
Holdings After Transaction: Restricted Stock Units — 4,333 shares (Direct); Class A Common Stock — 34,315 shares (Direct)
Footnotes (1)
  1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/3rd of 1/5th of the restricted stock unit ("RSU") award granted on December 4, 2023. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 32,497 RSUs were originally granted on December 4, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in nine successive quarterly installments, commencing on March 4, 2024, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the ninth vesting date (March 4, 2026).
Form 4 Insider Transactions: What Each Field Means →
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*
Dalal Jatin P
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025
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 09/04/2025 M 2,166(1) A (2) 34,315 D
Class A Common Stock 09/04/2025 F 1,170(3) D $71.82 33,145 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) 09/04/2025 M 2,166 (4) (4) Class A Common Stock 2,166 $0 4,333 D
Explanation of Responses:
1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 1/3rd of 1/5th of the restricted stock unit ("RSU") award granted on December 4, 2023.
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 32,497 RSUs were originally granted on December 4, 2023 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in nine successive quarterly installments, commencing on March 4, 2024, with (i) 1/5th of such RSUs vesting on the first vesting date; (ii) 2/3rds of 1/5th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/5th of such RSUs vesting on each of the next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the ninth vesting date (March 4, 2026).
Remarks:
/s/ Kelli Arman, on behalf of Jatin P. Dalal, by Power of Attorney 09/08/2025
** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Jatin P. Dalal report on the Form 4 for CTSH?

He reported vesting of 2,166 RSUs into 2,166 Class A shares on 09/04/2025 and 1,170 shares were withheld for taxes.

How many RSUs were originally granted to Dalal and under which plan?

32,497 RSUs were granted on 12/04/2023 under the company's 2023 Incentive Award Plan.

What is Dalal's beneficial ownership after the transaction?

34,315 shares of Class A common stock are reported as beneficially owned following the vesting and withholding.

When did the reported transaction occur?

The transaction date is 09/04/2025, with the Form 4 signed on behalf of Dalal on 09/08/2025.