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Cognizant (CTSH) Form 4: SVP Kerdman receives 235 shares from RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cognizant insider Alina Kerdman, SVP, Controller & CAO, reported transactions on 08/16/2025 tied to restricted stock units (RSUs) granted in February 2023. On the vesting date she received 235 shares of Class A common stock from the quarterly vesting of her original 2,817-RSU award. The filing shows 75 shares were withheld to satisfy taxes at a reported price of $70, reducing her direct beneficial ownership to 599 shares after the withholding. The RSU grant vests quarterly over three years beginning May 16, 2023, and completes on February 16, 2026. The Form 4 was signed by power of attorney on 08/19/2025.

Positive

  • None.

Negative

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Insights

TL;DR: Routine executive compensation vesting; modest share receipt and tax withholding, no material change to ownership stake.

This Form 4 documents scheduled vesting of 235 RSUs from a 2,817-RSU award granted 02/16/2023, with 75 shares withheld for taxes at $70 per share. The transactions reflect standard equity compensation mechanics rather than discretionary trades or unusual disposition. The net change in direct holdings is small relative to typical institutional stakes and does not indicate a change in corporate control or compensation policy.

TL;DR: Disclosure meets Section 16 requirements for RSU vesting; timing and withholding are consistent with company plan rules.

The filing clearly states the vesting schedule (quarterly through 02/16/2026) and quantifies the original grant (2,817 RSUs). Reporting by power of attorney is noted. These elements comply with insider reporting norms and provide transparency on an officer's realized equity from compensation arrangements.

Insider Kerdman Alina
Role SVP, Controller & CAO
Type Security Shares Price Value
Exercise Restricted Stock Units 235 $0.00 --
Exercise Class A Common Stock 235 $0.00 --
Tax Withholding Class A Common Stock 75 $70.00 $5K
Holdings After Transaction: Restricted Stock Units — 470 shares (Direct); Class A Common Stock — 674 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 16, 2023. 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 2,817 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 the RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).
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*
Kerdman Alina
(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)
SVP, Controller & CAO
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 235(1) A (2) 674 D
Class A Common Stock 08/16/2025 F 75(3) D $70 599 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 235 (4) (4) Class A Common Stock 235 $0 470 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 2,817 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 the RSUs will be fully vested on the twelfth quarterly vesting date (February 16, 2026).
Remarks:
/s/ Kelli Arman, on behalf of Alina Kerdman, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What RSU transaction did Cognizant (CTSH) insider Alina Kerdman report on 08/16/2025?

The filing reports the vesting of 235 RSUs on 08/16/2025, resulting in receipt of 235 shares of Class A common stock.

How many RSUs were originally granted to Alina Kerdman and what is the vesting schedule?

She was originally granted 2,817 RSUs on 02/16/2023, vesting in quarterly installments over three years, completing on 02/16/2026.

How many shares were withheld for taxes in the CTSH Form 4 filing?

The filing shows 75 shares were withheld to pay applicable taxes related to the vesting.

What was Alina Kerdman’s reported beneficial ownership after the transaction?

Following the transactions and withholding, the filing reports direct beneficial ownership of 599 shares of Class A common stock.

Who signed the Form 4 for Alina Kerdman and when was it signed?

The Form 4 was signed by Kelli Arman on behalf of Alina Kerdman by power of attorney on 08/19/2025.