Cognizant (Nasdaq: CTSH) lifts buyback target to $2B and adds $2B authorization
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Cognizant Technology Solutions is expanding its share repurchase plans following Board approval of a $2 billion increase to its existing stock repurchase authorization. With this change, there is approximately $3.45 billion remaining available for buybacks as of May 17, 2026.
For 2026, the company has raised its share repurchase target by $1 billion to a total of $2 billion, with the additional $1 billion in repurchases expected to be completed during the second quarter of 2026. Management links this decision to confidence in Cognizant’s AI-led growth prospects and a belief that the current share price undervalues those opportunities.
To support this capital return and the anticipated closing of the previously announced acquisition of Astreya, Cognizant plans to draw down $1 billion from its existing revolving credit facility. The company reiterates its long-term capital allocation framework, highlighting flexibility to continue strategic mergers and acquisitions alongside returning cash to shareholders.
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Insights
Cognizant scales up buybacks to $2B for 2026 and taps credit for flexibility.
Cognizant’s Board authorized an additional $2 billion under its share repurchase program, bringing remaining authorization to about $3.45 billion as of May 17, 2026. The company also lifted its 2026 repurchase target to $2 billion, up $1 billion from prior expectations.
Management frames this as confidence in its AI-focused strategy and in what it sees as an undervalued share price. At the same time, Cognizant will draw $1 billion from its existing revolving credit facility to support both the stepped-up buybacks and the pending Astreya acquisition, balancing shareholder returns with continued investment.
The net effect is a more aggressive capital return profile combined with incremental leverage. Actual impact on the share count and balance sheet will depend on execution timing, future cash generation and the closing of the Astreya transaction as outlined.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Increase in repurchase authorization: $2 billion
Remaining repurchase authorization: $3.45 billion
2026 repurchase target: $2 billion
+4 more
7 metrics
Increase in repurchase authorization
$2 billion
Board-approved addition to existing stock repurchase program
Remaining repurchase authorization
$3.45 billion
Available under share repurchase authorization as of May 17, 2026
2026 repurchase target
$2 billion
Total share repurchases expected for full year 2026
Incremental 2026 repurchases
$1 billion
Increase over prior 2026 share repurchase expectation
Q2 2026 additional buybacks
$1 billion
Additional repurchases expected to be completed during Q2 2026
Revolver draw
$1 billion
Planned draw from existing revolving credit facility
Webcast replay duration
90 days
Replay availability for J.P. Morgan conference fireside chat
Key Terms
share repurchase authorization, free cash flow, revolving credit facility, capital allocation framework, +2 more
6 terms
free cash flow financial
"A strong balance sheet and robust free cash flow give us the flexibility"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
revolving credit facility financial
"the Company will draw down $1 billion from its existing revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
capital allocation framework financial
"The Company reiterates its long-term capital allocation framework"
A capital allocation framework is a set of guiding principles that a company uses to decide how to distribute its financial resources among various needs, such as investing in growth, paying dividends, or reducing debt. It helps ensure that the company's money is used efficiently to create value over time. For investors, understanding this framework offers insight into how a company plans to grow and manage its finances sustainably.
forward-looking statements regulatory
"This press release includes statements that may constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Project Leap other
"matters related to Project Leap, expectations related to our pending acquisition of Astreya"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 17, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(201 ) 801-0233
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Class A Common Stock, $0.01 par value per share | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On May 18, 2026, Cognizant Technology Solutions Corporation (the “Company”) issued a press release announcing that the Board of Directors approved an increase of $2 billion to the amount authorized under the Company’s existing stock repurchase program. With this increase, as of May 17, 2026, there is approximately $3.45 billion remaining under the share repurchase authorization. The Company also announced that it increased the amount of shares it expects to repurchase in 2026 by $1 billion to $2 billion. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1*.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 99.1 | Press Release of Cognizant Technology Solutions Corporation, dated May 18, 2026. | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
| * | The information in Item 7.01 and Exhibit 99.1 of this current report on Form 8- K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION | |||||
By: | /s/ Jatin Dalal | ||||
Name: | Jatin Dalal | ||||
Title: | Chief Financial Officer | ||||
Date: May 18, 2026
Exhibit 99.1
Cognizant Increases 2026 Share Repurchase Target by $1 Billion to $2 Billion
Board Approves $2 Billion Increase in Stock Repurchase Authorization
Additional $1 Billion of Shares Expected to be Repurchased in the Second Quarter of 2026
Cognizant CEO to Participate in Fireside Chat Hosted by J.P. Morgan on May 18, 2026
TEANECK, N.J., May 18, 2026 /PRNewswire/ -- Cognizant (Nasdaq: CTSH), a leading AI builder and technology services provider, today announced that its Board of Directors has authorized a $2 billion increase to its existing share repurchase program, and that it has increased its share repurchase target for 2026 to $2 billion, an increase of $1 billion over its prior expectation. The additional $1 billion in share repurchases are expected to be completed during the second quarter of 2026.
“Our plan to increase the amount of share repurchases reflects our strong conviction in the long-term opportunity AI creates and our critical role in it as an AI builder,” said Ravi Kumar S, CEO. “We believe a fundamental shift in the IT services is underway, one that strengthens Cognizant's position for future growth. We believe our current share price significantly undervalues those prospects. I am confident that our early investments will position us to emerge as a leader in AI-led enterprise transformation in the years ahead.”
“A strong balance sheet and robust free cash flow give us the flexibility to opportunistically accelerate the return of capital to shareholders while we continue to invest for growth, including through strategic M&A,” said Jatin Dalal, Chief Financial Officer.
Return of Capital to Shareholders
On May 17, 2026, the Board of Directors approved an increase of $2 billion to the amount authorized under the Company's existing stock repurchase program. With this increase, as of May 17, 2026, there is approximately $3.45 billion remaining under the share repurchase authorization. For 2026, the Company is increasing its share repurchase expectation by $1 billion to $2 billion. In connection with this plan and given the anticipated closing of our previously announced acquisition of Astreya, the Company will draw down $1 billion from its existing revolving credit facility. The Company reiterates its long-term capital allocation framework, including the flexibility to pursue strategic acquisitions.
Conference Participation
Cognizant CEO, Ravi Kumar S, will participate in a fireside chat at the J.P. Morgan 2026 Global Technology, Media and Communications Conference today, May 18, at 3:30 PM EST.
A live audio webcast of the presentation will be available at Cognizant's website: http://investors.cognizant.com
A replay of the webcast will remain available on the company's website for 90 days.
About Cognizant
Cognizant (Nasdaq: CTSH) is an AI builder and technology services provider, building the bridge between AI investment and enterprise value by building full-stack AI solutions for our clients. Our deep industry, process and engineering expertise enables us to build an organization's unique context into technology systems that amplify human potential, realize tangible returns and keep global enterprises ahead in a fast-changing world. See how at cognizant.ai or @cognizant.
Forward-Looking Statements
This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which is necessarily subject to risks, uncertainties and assumptions as to future events that may not prove to be accurate. These statements include, but are not limited to, express or implied forward-looking statements relating to our plan to repurchase our shares, strategy, strategic partnerships and collaborations, competitive position and opportunities in the marketplace, investment in and growth of our business, the pace and magnitude of change and client needs related to generative AI, the effectiveness of our recruiting and talent efforts and related costs, labor market trends, the anticipated amount of capital to be returned to shareholders, our anticipated financial performance, matters related to Project Leap, expectations related to our pending acquisition of Astreya, and other statements regarding matters that are not historical facts. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the competitive and rapidly changing nature of the markets we compete in, our ability to successfully use AI-based technologies and the impact those technologies may have on the demand and terms for our services, the competitive marketplace for talent and its impact on employee recruitment and retention, legal, reputational and financial risks resulting from cyberattacks, changes in the regulatory environment, including with respect to immigration, trade and taxes, and the other factors are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.
Investor Relations Contact: | Media Contact: | |||||||||||||
Tyler Scott | Jeff DeMarrais | |||||||||||||
SVP, Investor Relations | SVP, Global Communications | |||||||||||||
+1 551-220-8246 | +1 475-223-2298 | |||||||||||||
Tyler.Scott@cognizant.com | Jeff.DeMarrais@cognizant.com | |||||||||||||
FAQ
How will Cognizant finance the higher buybacks and the Astreya acquisition?
Cognizant plans to draw down $1 billion from its existing revolving credit facility. This funding will support the expanded share repurchase plan and the anticipated closing of its previously announced acquisition of Astreya, alongside its ongoing cash generation.
Why is Cognizant expanding its stock repurchase program in 2026?
Management states the increased buybacks reflect strong conviction in AI-driven growth opportunities. They believe the current share price undervalues Cognizant’s prospects and emphasize a strong balance sheet and robust free cash flow supporting higher capital returns to shareholders.
What long-term capital allocation approach did Cognizant (CTSH) reiterate?
Cognizant reiterated a capital allocation framework that balances returning capital to shareholders with investing for growth. This includes flexibility to pursue strategic mergers and acquisitions, such as the pending Astreya deal, while executing sizable share repurchases.