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[Form 4] Cognizant Technology Solutions Insider Trading Activity

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

Rhea-AI Filing Summary

Ravi Kumar Singisetti, Cognizant (CTSH) director and CEO, reported equity transactions tied to vested restricted stock units. On 09/01/2025, 5,310 RSUs vested, converting into 5,310 shares of Class A common stock; following the vesting and a sale to cover taxes, he owned 31,855 shares. Concurrently, 2,877 shares were disposed of at $72.25 per share to satisfy tax withholding. The RSUs were part of a 63,710 award granted 02/28/2024 that vests quarterly over three years beginning 06/01/2024. The Form 4 was signed by power of attorney on 09/03/2025.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine executive compensation vesting; modest share sale to cover taxes—no new purchases or change in control implications.

The filing documents scheduled vesting of RSUs under a standard multi-year award and sale of a portion of shares to satisfy tax obligations. The transaction increases the reporting person’s direct share count to 31,855 while reducing outstanding shares delivered from the vesting by withholding 2,877 shares at $72.25. This is a typical settlement method for equity compensation and does not indicate additional market-directed trading or significant dilution beyond the planned grant.

TL;DR: Compensation mechanics operating as intended; disclosure is complete and timely per Section 16.

The Form 4 discloses quarterly vesting under the 2023 Incentive Award Plan and appropriate withholding for taxes. The grant size (63,710 RSUs originally) and the vesting schedule are clearly stated, aligning with common CEO incentive structures to retain management. No anomalies, accelerations, or related-party transactions are reported that would raise governance concerns based on the text provided.

Insider Singisetti Ravi Kumar
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 5,310 $0.00 --
Exercise Class A Common Stock 5,310 $0.00 --
Tax Withholding Class A Common Stock 2,877 $72.25 $208K
Holdings After Transaction: Restricted Stock Units — 31,855 shares (Direct); Class A Common Stock — 73,620 shares (Direct)
Footnotes (1)
  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 the Company's Class A Common Stock withheld to pay applicable taxes. 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).
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*
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)
09/01/2025
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 09/01/2025 M 5,310(1) A (2) 73,620 D
Class A Common Stock 09/01/2025 F 2,877(3) D $72.25 70,743 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) 09/01/2025 M 5,310 (4) (4) Class A Common Stock 5,310 $0 31,855 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/ Kelli Arman, on behalf of Ravi Kumar Singisetti, by Power of Attorney 09/03/2025
** 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 happened in the CTSH Form 4 filed by Ravi Kumar Singisetti?

5,310 RSUs vested into 5,310 Class A shares on 09/01/2025; 2,877 shares were withheld and sold at $72.25 to cover taxes.

How many RSUs were originally granted to the reporting person?

63,710 RSUs were granted on 02/28/2024 under the company's 2023 Incentive Award Plan.

What is the vesting schedule for the RSU grant disclosed in the filing?

Quarterly vesting over three years, beginning 06/01/2024, with 1/12th of the RSUs vesting each quarter through 03/01/2027.

How many shares does Ravi Kumar Singisetti own after the transaction?

31,855 shares of Class A common stock are reported as beneficially owned following the transaction.

When were the transactions reported and who signed the Form 4?

Transaction date: 09/01/2025; Form signed by power of attorney Kelli Arman on 09/03/2025.