Form 4: Cognizant CFO Jatin Dalal Reports Routine Stock Vesting and Tax-Related Sale

Cognizant Technology Solutions Corp's Chief Financial Officer, Jatin P. Dalal, reported the vesting of 2,166 restricted stock units and the subsequent sale of 1,176 shares to cover tax obligations on June 4, 2025.

Summary

• Jatin P. Dalal, Chief Financial Officer of Cognizant Technology Solutions Corp (CTSH), reported transactions on June 4, 2025.
• He acquired 2,166 shares of Class A Common Stock through the vesting of restricted stock units (RSUs).
• These RSUs were part of an award granted on December 4, 2023, and this vesting represents 1/3rd of 1/5th of that original award.
• Concurrently, 1,176 shares of Class A Common Stock were disposed of at a price of $80.32 per share to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Dalal directly beneficially owns 29,985 shares of Class A Common Stock and 6,499 Restricted Stock Units.
• The original RSU award of 32,497 units, granted on December 4, 2023, vests in nine quarterly installments, with the final vesting scheduled for March 4, 2026.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it reflects a routine vesting of equity awards for a key executive, indicating continued alignment of management interests with shareholders. The sale of shares is solely for tax purposes and not a discretionary sale.

Positives

• The vesting of 2,166 restricted stock units indicates a successful milestone achievement for the CFO, converting equity awards into common stock.
• The acquisition of shares through RSU vesting increases the CFO's direct ownership in the company, aligning his interests with those of shareholders.

Negatives

• 1,176 shares were sold to cover tax liabilities, which is a common practice but reduces the net shares acquired by the CFO.

Future Outlook

The remaining 6,499 Restricted Stock Units held by Mr. Dalal are scheduled to continue vesting in successive quarterly installments, with the final vesting expected by March 4, 2026.

Management Comments

• The document includes a signature by Kelli Arman, on behalf of Jatin P. Dalal, by Power of Attorney, dated June 6, 2025.

Industry Context

This routine insider transaction reflects standard executive compensation practices within the technology services industry, where restricted stock units are commonly used to align executive incentives with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation, with a multi-year vesting schedule and tax withholding upon vesting, is a standard practice across major technology and consulting firms such as Accenture, Tata Consultancy Services, and Infosys.
• The specific vesting schedule (nine quarterly installments) and the proportion of shares withheld for taxes are typical for such equity awards, aligning with common industry benchmarks for executive incentive plans.

Stakeholder Impact

• Shareholders: The vesting of RSUs slightly increases the outstanding share count over time, but it also reinforces the alignment of the Chief Financial Officer's financial interests with the long-term performance of the company.
• Employees: This transaction is part of a standard equity compensation framework, which can serve as a model for other employee incentive programs.

Next Steps

• Continued vesting of the remaining 6,499 Restricted Stock Units in successive quarterly installments.
• Final vesting of the RSU award is scheduled for March 4, 2026.

Key Dates

Keywords

Cognizant Technology Solutions Corp, CTSH, Jatin P. Dalal, Chief Financial Officer, CFO, SEC Form 4, Insider Trading, Restricted Stock Units, RSU vesting, Stock transaction, Tax withholding, Equity compensation, Corporate governance