Kathryn Diaz reports RSU vesting and tax withholding on CTSH Form 4
Rhea-AI Filing Summary
Kathryn Diaz, Chief People Officer of Cognizant Technology Solutions Corporation (CTSH), reported insider transactions dated 09/01/2025. On that date 743 shares of Class A common stock were acquired upon the vesting of restricted stock units (RSUs) granted February 28, 2024, and 371 shares were withheld to satisfy applicable taxes at a reported price of $72.25 per share.
After these transactions, Ms. Diaz beneficially owned 16,645 shares of Class A common stock. The underlying award consisted of 8,919 RSUs originally granted on February 28, 2024, vesting quarterly over three years (1/12th per quarter), with full vesting scheduled by March 1, 2027.
Positive
- 743 shares were issued upon scheduled RSU vesting, reflecting planned equity compensation delivery
- Reporting includes clear disclosure of the 8,919 RSU grant and the quarterly vesting schedule through March 1, 2027
- Post-transaction beneficial ownership of 16,645 Class A shares is explicitly reported
Negative
- The company withheld 371 shares to cover taxes, reducing net issued shares
- No open-market purchases or sales were reported, so no new signal of insider buying interest
Insights
TL;DR Routine RSU vesting and tax withholding by a senior officer; no new purchases or sales beyond withholding.
The Form 4 discloses a standard quarterly vesting event for executive RSUs: 743 shares vested and 371 shares were withheld to pay taxes at a reported price of $72.25. The reporting person continues to hold a material but modest block of Class A shares (16,645). This filing appears administrative in nature and does not indicate opportunistic open-market trading or a change in control position.
TL;DR Disclosure aligns with typical equity compensation practices and Rule 16 reporting requirements.
The explanation confirms the shares arose from the February 28, 2024 RSU grant under the 2023 Incentive Award Plan, vesting in quarterly installments through March 1, 2027. The filing includes required detail on the number of RSUs granted, vesting schedule, and tax withholding, meeting disclosure expectations for insiders.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 743 | $0.00 | -- |
| Exercise | Class A Common Stock | 743 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 371 | $72.25 | $27K |
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 the Company's Class A Common Stock withheld to pay applicable taxes. A total of 8,919 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).
