Cognizant (CTSH) Insider Filing: RSU Vesting and Tax Withholding Detailed

Rhea-AI Filing Summary

Ravi Kumar Singisetti, Cognizant (CTSH) CEO and Director, reported insider equity activity tied to previously granted restricted stock units. On 08/16/2025, 5,777 RSUs vested and were settled into 5,777 shares of Class A common stock, increasing his direct holdings by 5,777 to 71,395 shares. Concurrently, 3,085 shares were withheld to satisfy tax withholding at an effective price of $70 per share. The RSUs stem from a 69,318 grant made 02/16/2023 that vests quarterly through 02/16/2026.

Positive

• Scheduled vesting occurred as planned from a 02/16/2023 grant, demonstrating expected execution of compensation program
• Disclosure transparency: Filing clearly reports vested shares, shares withheld for taxes, and updated beneficial ownership

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting and tax-withholding transaction; no new purchases or sales altering control.

The filing documents a scheduled vesting event for executive compensation previously granted in 2023 and standard share-withholding for taxes. This is a non-dispositive settlement of equity compensation rather than a market purchase or sale and does not indicate a change in strategic ownership. The net increase in beneficially owned shares is disclosed and aligns with the original grant schedule.

Securities Analyst

TL;DR: Transaction is administrative and immaterial to capital structure; impact on float is minimal.

The conversion of 5,777 RSUs into shares with 3,085 shares withheld for taxes results in a modest net issuance to the reporting person. There is no evidence of open-market acquisition or disposition beyond tax-related withholding. Investors should view this as routine compensation settlement consistent with the issuer's 2017 Incentive Award Plan.

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

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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)
08/16/2025

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	08/16/2025		M		5,777(1)	A	(2)	71,395	D
Class A Common Stock	08/16/2025		F		3,085(3)	D	$70	68,310	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)	08/16/2025		M			5,777	(4)	(4)	Class A Common Stock	5,777	$0	11,553	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 16, 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 69,318 RSUs were originally granted on February 16, 2023, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on May 16, 2023, 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 (February 16, 2026).

Remarks:

	/s/ Kelli Arman, on behalf of Ravi Kumar Singisetti, by Power of Attorney	08/19/2025
	** 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.

FAQ

What insider activity did Ravi Kumar Singisetti report on Form 4 for CTSH?

He reported the vesting and settlement of 5,777 RSUs into Class A common stock on 08/16/2025, with 3,085 shares withheld for taxes.

How many CTSH shares does Ravi Kumar Singisetti beneficially own after this transaction?

Following the reported transactions his beneficial ownership is 71,395 shares of Class A common stock.

What was the source and schedule of the vested RSUs?

The RSUs were part of a 69,318 RSU grant awarded on 02/16/2023 that vests quarterly over three years with full vesting by 02/16/2026.

Were any open-market purchases or sales reported in this Form 4?

No open-market purchases or sales were reported; the filing reflects settlement of vested RSUs and shares withheld for taxes.

What price was reported in connection with the withholding?

The filing indicates a price of $70 associated with the withheld shares for tax purposes.