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Cognizant (NASDAQ: CTSH) executive updates holdings after RSU vesting

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

Rhea-AI Filing Summary

Cognizant Technology Solutions President – Americas Surya Gummadi reported RSU vesting and related share movements. On February 16, 2026, restricted stock units converted into 754 and 629 shares of Class A common stock at $0.00 per share, reflecting standard equity compensation.

To cover taxes on this vesting, 736 shares of Class A common stock were withheld at a price of $66.55 per share in a tax-withholding disposition, not an open-market sale. After these transactions, Gummadi directly owned 26,288 shares of Cognizant Class A common stock.

Positive

  • None.

Negative

  • None.
Insider Gummadi Surya
Role President - Americas
Type Security Shares Price Value
Exercise Restricted Stock Units 754 $0.00 --
Exercise Restricted Stock Units 629 $0.00 --
Exercise Class A Common Stock 754 $0.00 --
Exercise Class A Common Stock 629 $0.00 --
Tax Withholding Class A Common Stock 736 $66.55 $49K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 26,395 shares (Direct)
Footnotes (1)
  1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested 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 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 and the remainder of the RSUs were fully vested on February 16, 2026. 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 the RSUs were fully vested on 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*
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)
02/16/2026
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 02/16/2026 M 754(1) A (2) 26,395 D
Class A Common Stock 02/16/2026 M 629(1) A (2) 27,024 D
Class A Common Stock 02/16/2026 F 736(3) D $66.55 26,288 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) 02/16/2026 M 754 (4) (4) Class A Common Stock 754 $0 0 D
Restricted Stock Units (2) 02/16/2026 M 629 (5) (5) Class A Common Stock 629 $0 0 D
Explanation of Responses:
1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received from the fully vested 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 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 and the remainder of the RSUs were fully vested on February 16, 2026.
5. 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 the RSUs were fully vested on February 16, 2026.
Remarks:
/s/ Melissa Glass, on behalf of Surya Gummadi, by Power of Attorney 02/18/2026
** 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 insider transactions did Cognizant (CTSH) report for Surya Gummadi?

Surya Gummadi reported RSU conversions into Cognizant Class A common stock and a related tax-withholding share disposition. These transactions reflect equity awards vesting and routine tax payments rather than open-market buying or selling of CTSH shares.

How many Cognizant (CTSH) shares did Surya Gummadi acquire from RSU vesting?

On February 16, 2026, RSUs converted into 754 and 629 shares of Cognizant Class A common stock. These issuances came at a price of $0.00 per share, consistent with restricted stock unit awards granted as part of equity compensation.

Did Surya Gummadi sell Cognizant (CTSH) shares in the open market?

The filing shows a disposition of 736 shares classified as a tax-withholding transaction at $66.55 per share. This indicates shares were withheld to pay taxes, rather than being sold in a discretionary open-market trade of CTSH stock.

What is Surya Gummadi’s Cognizant (CTSH) share ownership after these Form 4 transactions?

Following the RSU conversions and tax-withholding disposition, Surya Gummadi directly owned 26,288 shares of Cognizant Class A common stock. This total reflects his updated direct ownership position after the February 16, 2026 equity award activity.

What do the RSU footnotes in the Cognizant (CTSH) Form 4 explain?

The footnotes explain that the shares came from RSU awards granted on February 16, 2023 under Cognizant’s 2017 Incentive Award Plan, with specified quarterly vesting schedules, and that some shares were withheld specifically to pay applicable tax obligations.

How many RSUs were originally granted to Surya Gummadi by Cognizant (CTSH)?

The footnotes state that 9,041 RSUs and 15,069 RSUs were originally granted on February 16, 2023. Both grants vested in structured quarterly installments under Cognizant’s 2017 Incentive Award Plan, with the remaining RSUs fully vested on February 16, 2026.