Cognizant Insider Filing: Surya Gummadi RSUs Vest, Tax Withholding Reported

Rhea-AI Filing Summary

Surya Gummadi, an officer (President - Americas) of Cognizant Technology Solutions Corporation (CTSH), reported multiple transactions on 08/15/2025 and 08/16/2025 related to the vesting of restricted stock units (RSUs). Portions of RSU grants originally awarded on November 15, 2022 and February 16, 2023 vested, resulting in the receipt of 2,085 shares (08/15/2025), 754 shares (08/16/2025), and 629 shares (08/16/2025). On 08/15/2025 and 08/16/2025, 1,013 and 675 shares, respectively, were withheld to satisfy tax withholding obligations. Following these reported transactions, the filing shows beneficial ownership in Class A common stock at 43,165 shares on the last reported line.

Positive

• Scheduled RSU vesting executed, showing normal equity compensation functioning as designed
• Tax obligations satisfied via share withholding rather than open-market sales, indicating no insider selling for liquidity

Negative

• None.

Insights

Compensation & Equity Analyst

TL;DR: Routine vesting and tax withholding of executive RSUs, incremental increase in reported common shares, no sale activity.

The Form 4 discloses scheduled vesting of RSUs granted under Cognizant's 2017 Incentive Award Plan, with 2,085 shares vesting from the November 15, 2022 grant and smaller tranches vesting from February 16, 2023 grants. The filing also shows shares withheld to cover tax obligations rather than open-market sales, indicating no disposition for liquidity. This is a standard compensation event and typically carries neutral impact for investors unless part of a larger pattern of selling or opportunistic hedging.

Corporate Governance Specialist

TL;DR: Disclosure is complete for the reported vesting events; transactions were handled via withholding for taxes.

The statement of changes is consistent with time-based vesting schedules described in the explanatory notes: quarterly installments from the original grant dates. The reporting was made by power of attorney and the record discloses both the gross vesting amounts and tax-withheld shares. No derivative exercises other than RSU settlement are reported and there are no indications of atypical insider behavior or material corporate events tied to these entries.

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^*

Gummadi Surya

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President - Americas

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		2,085(1)	A	(2)	42,795	D
Class A Common Stock	08/15/2025		F		1,013(3)	D	$69.37	41,782	D
Class A Common Stock	08/16/2025		M		754(4)	A	(2)	42,536	D
Class A Common Stock	08/16/2025		M		629(5)	A	(2)	43,165	D
Class A Common Stock	08/16/2025		F		675(3)	D	$70	42,490	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)	08/15/2025		M			2,085	(6)	(6)	Class A Common Stock	2,085	$0	2,085	D
Restricted Stock Units	(2)	08/16/2025		M			754	(7)	(7)	Class A Common Stock	754	$0	1,507	D
Restricted Stock Units	(2)	08/16/2025		M			629	(8)	(8)	Class A Common Stock	629	$0	1,257	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 November 15, 2022.

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. 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.

5. 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.

6. A total of 25,016 RSUs were originally granted on November 15, 2022, under the Company's 2017 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on February 15, 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 (November 15, 2025).

7. A total of 9,041 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).

8. A total of 15,069 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).

Remarks:

	/s/ Kelli Arman, on behalf of Surya Gummadi, 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.
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FAQ

What RSU vesting was reported for Surya Gummadi in the CTSH Form 4?

2,085 shares vested on 08/15/2025 and 754 and 629 shares vested on 08/16/2025 from RSU grants dated 11/15/2022 and 02/16/2023

Were any shares sold by Surya Gummadi in this Form 4 filing for CTSH?

No open-market sales are reported; shares were withheld to pay taxes (1,013 on 08/15/2025 and 675 on 08/16/2025)

How many Class A shares did Surya Gummadi beneficially own after these transactions?

43,165 shares of Class A common stock are shown as beneficially owned following the reported transactions

What were the original RSU grant sizes referenced in the filing?

25,016 RSUs granted on 11/15/2022 and multiple grants totaling 24,110 RSUs on 02/16/2023 (9,041 and 15,069) as described in the explanatory notes

Who signed the Form 4 for Surya Gummadi?

Kelli Arman, signing on behalf of Surya Gummadi by power of attorney on 08/19/2025