Cognizant (CTSH) SVP Kerdman sells 194 shares after RSU vesting and tax withholding
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
COGNIZANT TECHNOLOGY SOLUTIONS CORP senior vice president, controller and chief accounting officer Alina Kerdman reported routine equity compensation activity and a small stock sale. On April 1, 2026 she exercised 207 Restricted Stock Units, receiving the same number of Class A common shares at a $0.00 exercise price as part of a scheduled vesting from a prior award.
Of these shares, 70 were withheld at $61.35 per share to cover applicable taxes. On April 2, 2026, she then completed an open-market sale of 194 Class A shares at an average price of $61.29 per share under a pre-arranged Rule 10b5-1 trading plan, leaving her with 877 shares of Class A common stock held directly.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 194 shares ($11,890)
Net Sell
4 txns
Insider
Kerdman Alina
Role
SVP, Controller & CAO
Sold
194 shs ($12K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 194 | $61.29 | $12K |
| Exercise | Restricted Stock Units | 207 | $0.00 | -- |
| Exercise | Class A Common Stock | 207 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 70 | $61.35 | $4K |
Holdings After Transaction:
Class A Common Stock — 877 shares (Direct);
Restricted Stock Units — 1,037 shares (Direct)
Footnotes (1)
- Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the vesting of 2/3rds of 1/6th of the restricted stock unit ("RSU") award granted on July 1, 2025. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Includes 307 shares acquired on March 31, 2026 under the Company's 2004 Employee Stock Purchase Plan, as amended from time to time. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 19, 2025. A total of 1,864 RSUs were originally granted on July 1, 2025 under the Company's 2023 Incentive Award Plan and such originally granted amount began vesting in ten successive quarterly installments, commencing on October 1, 2025, with (i) 1/6th of such RSUs vesting on the first two vesting dates; (ii) 2/3rds of 1/6th of such RSUs vesting on each of the four successive vesting dates; (iii) 1/3rd of 1/6th of such RSUs vesting on each of the three successive vesting dates; and (iv) the remainder of such RSUs vesting on the tenth vesting date (January 1, 2028).
Key Figures
Open-market sale: 194 shares at $61.29
RSUs exercised: 207 RSUs at $0.00
Tax withholding shares: 70 shares at $61.35
+3 more
6 metrics
Open-market sale
194 shares at $61.29
Class A Common Stock sale on April 2, 2026
RSUs exercised
207 RSUs at $0.00
Converted to Class A Common Stock on April 1, 2026
Tax withholding shares
70 shares at $61.35
Shares withheld to pay applicable taxes
Post-transaction holdings
877 shares
Class A Common Stock directly held after April 2, 2026 sale
Original RSU grant
1,864 RSUs
Granted July 1, 2025 under 2023 Incentive Award Plan
RSUs outstanding after vesting
1,037 RSUs
Total RSUs following April 1, 2026 transaction
Key Terms
Restricted Stock Units, Rule 10b5-1 trading plan, Employee Stock Purchase Plan, tax-withholding disposition, +1 more
5 terms
Restricted Stock Units financial
"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received from the vesting of 2/3rds of 1/6th of the restricted stock unit award"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Employee Stock Purchase Plan financial
"Includes 307 shares acquired on March 31, 2026 under the Company's 2004 Employee Stock Purchase Plan, as amended from time to time"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax-withholding disposition financial
"Shares of the Company's Class A Common Stock withheld to pay applicable taxes"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Incentive Award Plan financial
"A total of 1,864 RSUs were originally granted on July 1, 2025 under the Company's 2023 Incentive Award Plan"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
FAQ
What insider transactions did CTSH executive Alina Kerdman report?
Alina Kerdman reported exercising 207 Restricted Stock Units into Class A common shares, a tax-withholding disposition of 70 shares, and an open-market sale of 194 shares at $61.29 per share, all resulting from previously granted equity compensation awards and routine vesting activity.
What Restricted Stock Unit (RSU) award underlies Alina Kerdman’s CTSH transactions?
The transactions relate to an RSU award of 1,864 units granted on July 1, 2025 under the 2023 Incentive Award Plan. That award vests in ten quarterly installments with varying fractions of the total RSUs vesting at each date through January 1, 2028.