Cognizant (CTSH) Insider Converts RSUs to Shares in Routine Vesting
Rhea-AI Filing Summary
Reporting person: Kim John Sunshin, identified as CLO, CAO & Corporate Secretary of Cognizant Technology Solutions Corporation (CTSH). On 08/16/2025 several restricted stock units (RSUs) vested and converted into Class A common shares, producing three separate non-derivative share receipts of 1,224, 628 and 283 shares. The filing also shows 1,142 shares were withheld to satisfy tax obligations at $70 per share, reflecting standard tax withholding on RSU vesting. The RSU grants originated on February 16, 2023, with specified vesting schedules (total original grants of 14,692, 7,534 and 6,781 RSUs for the respective awards) and quarterly vesting through February 16, 2026. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.
Positive
- Increased direct ownership through vesting of RSUs adds to the reporting person's equity stake in CTSH
- Vesting follows disclosed schedule from the February 16, 2023 grants, indicating predictable compensation treatment
Negative
- Shares withheld for taxes (1,142 shares at $70) reduced the net increase in outstanding shares received by the reporting person
Insights
TL;DR: Routine executive equity vesting and tax-withholding; no governance red flags or unusual disposals.
The transactions disclosed are typical of time-based RSU compensation becoming stock upon scheduled vesting. The withheld shares to cover taxes are standard and the filing shows no open-market sales or large, discretionary disposals by the reporting person. This is a routine insider holding change tied to compensation rather than a signal of material corporate action.
TL;DR: Multiple RSU tranches vested per established schedule, increasing direct share ownership net of tax-withholding.
The disclosure details three RSU vesting events from grants dated February 16, 2023, with vesting schedules described in the explanations. The conversion of RSUs to Class A shares and the tax-withholding event are consistent with standard compensation practice and indicate continued compensation realization rather than performance-based adjustments. No derivative exercises or option sales were reported.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,224 | $0.00 | -- |
| Exercise | Restricted Stock Units | 628 | $0.00 | -- |
| Exercise | Restricted Stock Units | 283 | $0.00 | -- |
| Exercise | Class A Common Stock | 1,224 | $0.00 | -- |
| Exercise | Class A Common Stock | 628 | $0.00 | -- |
| Exercise | Class A Common Stock | 283 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 1,142 | $70.00 | $80K |
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 16, 2023. 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 1/12th of the RSU award granted on February 16, 2023. Shares of Class A Common Stock of the Company received from the vesting of 1/3rd of 1/8th of the RSU award granted on February 16, 2023. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 14,692 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). A total of 7,534 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). A total of 6,781 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 (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 next three successive vesting dates; and (iv) the remainder of such RSUs vesting on the twelfth vesting date (February 16, 2026).
