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Cognizant (NASDAQ: CTSH) CEO equity awards vest, 36,448 shares withheld for taxes

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

Rhea-AI Filing Summary

Cognizant Technology Solutions’ CEO, Ravi Kumar Singisetti, reported the vesting and settlement of equity awards into Class A Common Stock. He exercised and settled restricted stock units and performance stock units covering a total of 69,081 shares of Class A Common Stock on March 15, 2026. To cover applicable taxes, 36,448 shares of Class A Common Stock were withheld at a price of $60.37 per share, which is a non-market, tax-withholding disposition rather than an open-market sale. Following these transactions, Singisetti directly holds 113,011 shares of Cognizant’s Class A Common Stock, reflecting routine compensation-related equity vesting and associated tax payments.

Positive

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Negative

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Insider Singisetti Ravi Kumar
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 5,988 $0.00 --
Exercise Performance Stock Units 63,093 $0.00 --
Exercise Class A Common Stock 5,988 $0.00 --
Exercise Class A Common Stock 63,093 $0.00 --
Tax Withholding Class A Common Stock 36,448 $60.37 $2.20M
Holdings After Transaction: Restricted Stock Units — 47,898 shares (Direct); Performance Stock Units — 0 shares (Direct); Class A Common Stock — 86,366 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 March 3, 2025. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Reflects the settlement, in shares of Class A Common Stock of the Company, of performance-based stock units ("PSUs"). The PSUs were originally granted on March 6, 2023, under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026. Each PSU represents a contingent right to receive one share of Class A Common Stock of the Company. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. A total of 71,847 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, 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 15, 2028).
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*
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)
03/15/2026
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 03/15/2026 M 5,988(1) A (2) 86,366 D
Class A Common Stock 03/15/2026 M 63,093(3) A (4) 149,459 D
Class A Common Stock 03/15/2026 F 36,448(5) D $60.37 113,011 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) 03/15/2026 M 5,988 (6) (6) Class A Common Stock 5,988 $0 47,898 D
Performance Stock Units (4) 03/15/2026 M 63,093 (3) (3) Class A Common Stock 63,093 $0 0 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 March 3, 2025.
2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
3. Reflects the settlement, in shares of Class A Common Stock of the Company, of performance-based stock units ("PSUs"). The PSUs were originally granted on March 6, 2023, under the Company's 2017 Incentive Award Plan. A portion of the performance conditions were determined to be satisfied on February 25, 2026, and that portion of the PSUs as shown in Table II above were vested and settled in Class A Common Stock of the Company on March 15, 2026.
4. Each PSU represents a contingent right to receive one share of Class A Common Stock of the Company.
5. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.
6. A total of 71,847 RSUs were originally granted on March 3, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in quarterly installments over three years, commencing on June 15, 2025, 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 15, 2028).
Remarks:
/s/ Melissa Glass, on behalf of Ravi Kumar Singisetti, by Power of Attorney 03/17/2026
** 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 did CTSH CEO Ravi Kumar Singisetti report in this Form 4?

He reported routine equity vesting and settlement into Cognizant Class A Common Stock. Restricted stock units and performance stock units covering 69,081 shares vested, with part of the resulting shares withheld to satisfy tax obligations.

How many Cognizant (CTSH) shares vested for the CEO in this filing?

Equity awards covering 69,081 shares of Cognizant’s Class A Common Stock vested and were settled. This came from restricted stock units and performance stock units that converted into common shares as part of the company’s incentive award plans.

Were any CTSH shares sold by the CEO in the open market?

No open-market sales were reported. The only disposition was 36,448 shares of Class A Common Stock withheld at $60.37 per share to pay applicable taxes arising from the vesting of the stock-based awards.

How many Cognizant (CTSH) shares does the CEO hold after these transactions?

After the vesting and tax-withholding transactions, Ravi Kumar Singisetti directly holds 113,011 shares of Cognizant’s Class A Common Stock. This reflects his post-transaction position as shown in the non-derivative holdings table for this Form 4.

What types of equity awards were involved in the CTSH CEO’s Form 4?

The Form 4 shows restricted stock units and performance stock units converting into Class A Common Stock. Each RSU or PSU represents a contingent right to receive one share, which vested according to previously established company incentive award plan terms.

Is this Cognizant (CTSH) Form 4 a routine compensation event?

Yes. The transactions arise from scheduled vesting of restricted and performance stock units and related tax withholding. Such equity vesting events are standard components of executive compensation programs rather than discretionary open-market buying or selling activity.