CTSH Form 4: Executive RSUs Vest; 897 Shares Withheld for Taxes at $72.25
Rhea-AI Filing Summary
Insider Form 4 summary for Cognizant (CTSH) Surya Gummadi, President - Americas and an officer of Cognizant, reported transactions on 09/01/2025 reflecting the vesting of restricted stock units (RSUs) originally granted on February 28, 2024. A total of 1,168 RSUs vested (1/12th of a 14,016 RSU grant) and 637 RSUs vested from a separate 7,645 RSU grant according to their respective vesting schedules. The report shows 897 shares were sold or withheld at a price of $72.25 to satisfy applicable taxes. After these transactions, Mr. Gummadi beneficially owned 43,398 shares of Class A common stock. The filing is a routine disclosure of equity compensation vesting and tax withholding.
Positive
- Vesting of equity compensation occurred, converting RSUs into Class A shares which aligns executive compensation with shareholder interests
- Beneficial ownership increased to 43,398 Class A shares following the reported vesting events
Negative
- 897 shares were withheld/sold at $72.25 to satisfy taxes, reducing the net shares received from vesting
Insights
TL;DR: Routine executive equity vesting disclosed; no new purchases or sales beyond tax withholding.
The filing documents standard vesting mechanics for RSU grants made in February 2024. It reports incremental vesting events (quarterly schedules) and the withholding of 897 shares to cover taxes at a $72.25 share price. This is a typical compensation settlement rather than an active trade decision and does not indicate a change in corporate control or a material shift in insider ownership.
TL;DR: Vesting increased reported beneficial ownership modestly; tax-withheld shares reduced net share receipt.
The report increases Mr. Gummadi's reported Class A holdings to 43,398 shares after quarter-based vesting from two RSU awards. The transactions are recorded as vesting (codes M) and a tax-related disposition (code F) at $72.25. For investors tracking insider holdings, this is a routine compensation event with limited informational impact beyond disclosure of ongoing dilution from equity compensation programs.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,168 | $0.00 | -- |
| Exercise | Restricted Stock Units | 637 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,168 | $0.00 | -- |
| Exercise | Class A Common Stock | 637 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 897 | $72.25 | $65K |
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 14,016 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 7,645 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).
