Cognizant signs $1.85B revolver, $550M term loan
Approximately $1.0 billion drawn under the revolver on the closing date was used primarily to repay the prior revolving facility.
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Form Type
8-K
Rhea-AI Filing Summary
Cognizant Technology Solutions Corporation (CTSH) entered into a new credit agreement providing a $550 million term loan and a $1.85 billion revolving facility. The unsecured facilities mature October 3, 2031. On October 5, 2026, proceeds from the term loan and an approximately $1.0 billion revolver borrowing were used primarily to repay the prior term and revolving facilities, which were terminated that day. The revolving facility may also be used for general corporate purposes and borrowed, repaid and reborrowed until maturity.
No scheduled term-loan payments are due in the first year after closing; thereafter, quarterly installments are $6.875 million, with the balance due at maturity. Borrowers may choose Term Benchmark or ABR Rate loans plus applicable margins, initially 0.875% for Term Benchmark and RFR loans and 0% for ABR Rate loans. The quarterly covenant requires the Leverage Ratio not to exceed 3.50:1.00, or, at the borrowers’ election, 4.00:1.00 for up to four quarters following certain material acquisition transactions. Borrowers may request facility increases of up to $1.2 billion plus the amount of voluntary prepayments, subject to conditions.
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Term loan facility: $550 million
Revolving credit facility: $1.85 billion
Revolver borrowing: Approximately $1.0 billion
+4 more
7 metrics
Term loan facility
$550 million
Facility under the new credit agreement
Revolving credit facility
$1.85 billion
Facility under the new credit agreement
Revolver borrowing
Approximately $1.0 billion
Borrowed on October 5, 2026; proceeds used primarily to repay the prior revolving facility
Quarterly term-loan installment
$6.875 million
Required after the first year following the Closing Date
Maximum Leverage Ratio
3.50:1.00
Tested at the end of each fiscal quarter
Acquisition-period Leverage Ratio
4.00:1.00
At the borrowers’ election for up to four quarters following certain material acquisition transactions
Facility increase request
Aggregate amount not to exceed $1.2 billion plus the amount of voluntary prepayments
Subject to conditions described in the Credit Agreement
Key Terms
Term Benchmark, ABR Rate, RFR loans, Leverage Ratio, +1 more
5 terms
Term Benchmark financial
"at the Borrowers’ option, bear interest at either the Term Benchmark"
ABR Rate financial
"or the ABR Rate, plus, in each case, an applicable margin"
RFR loans financial
"0.875% in respect of Term Benchmark loans and RFR loans"
Leverage Ratio financial
"the Company’s ratio (the “Leverage Ratio”) of indebtedness"
Leverage ratio measures how much a company relies on borrowed money compared with its own funds or assets, typically expressed as debt relative to equity or total assets. Like a homeowner with a mortgage, higher leverage can amplify returns when business is strong but also raises the chance of big losses or default if revenue falls, so investors use it to judge financial risk and resilience.
Consolidated EBITDA financial
"to Consolidated EBITDA (as defined in the Credit Agreement)"
Consolidated EBITDA is a measure of a parent company’s total operating earnings across all its subsidiaries, calculated before interest, taxes, depreciation and amortization (non‑cash charges). It shows the group’s raw cash‑generation and operating performance independent of financing and accounting choices, so investors use it like comparing the horsepower of an entire fleet rather than individual cars to judge core profitability and to compare firms on a more even footing.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the size and maturity of CTSH’s new credit facilities?
The new facilities include a $550 million term loan and a $1.85 billion revolving facility, and both mature on October 3, 2031.
When does CTSH begin repaying the term loan?
No scheduled payments on the term loan are due in the first year after the October 5, 2026 closing date. Thereafter, required payments are quarterly installments of $6.875 million, with the balance due October 3, 2031.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 5, 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 1.01. Entry into a Material Definitive Agreement.
On October 5, 2026 (the “Closing Date”), Cognizant Technology Solutions Corporation (the “Borrower” and together with its consolidated subsidiaries, the “Company”) and Cognizant Worldwide Limited (the “Designated Borrower” and, together with the Borrower, the “Borrowers”), a wholly-owned subsidiary of the Borrower, entered into a new credit agreement (the “Credit Agreement”) by and among the Borrower, the Designated Borrower, certain financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent, providing for a term loan facility in the amount of $550 million (the “Term Loan Facility”) and a revolving credit facility of $1.85 billion (the “Revolving Credit Facility” and together with the Term Loan Facility, the “New Credit Facilities”). Proceeds from the Term Loan Facility were used primarily to repay the term loan facility that was part of the Borrower’s existing credit facilities, which were terminated on the Closing Date. The Borrower also borrowed approximately $1.0 billion under the Revolving Credit Facility on the Closing Date, the proceeds of which were used primarily to repay the revolving credit facility that was part of such existing credit facilities. The Revolving Credit Facility will be used for general corporate purposes. The New Credit Facilities are unsecured.
The New Credit Facilities mature on October 3, 2031 (the “Maturity Date”). No scheduled payments of the Term Loan Facility are due in the first year after the Closing Date; thereafter, the required payments on the Term Loan Facility are quarterly installments of $6.875 million, with the balance due and payable on the Maturity Date. The Revolving Credit Facility terminates on the Maturity Date, and loans thereunder may be borrowed, repaid and reborrowed up to such date.
Loans under the New Credit Facilities will, at the Borrowers’ option, bear interest at either the Term Benchmark (as defined in the Credit Agreement) or the ABR Rate (as defined in the Credit Agreement), plus, in each case, an applicable margin, initially 0.875% in respect of Term Benchmark loans and RFR loans and 0% in respect of ABR Rate loans. The applicable rates will be determined by reference to the lower of the rate available under (i) a grid based upon the Borrower’s Index Debt Rating (as defined in the Credit Agreement) if the Borrower has received public index debt ratings from certain ratings agencies and (ii) a grid based upon the Company’s ratio (the “Leverage Ratio”) of indebtedness of borrowed money to Consolidated EBITDA (as defined in the Credit Agreement).
The Borrowers may request an increase in the New Credit Facilities by an aggregate amount not to exceed $1.2 billion plus the amount of voluntary prepayments of the New Credit Facilities, subject to certain conditions described in the Credit Agreement.
The New Credit Facilities are subject to customary affirmative and negative covenants as well as a financial covenant. The financial covenant is tested at the end of each fiscal quarter and requires that the Company not be in excess of a maximum Leverage Ratio of 3.50:1.00, or, at the Borrower’s election for a period of up to four quarters following certain material acquisition transactions, 4.00:1.00.
This description of the Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 10.1 | Credit Agreement, dated October 5, 2026, among Cognizant Technology Solutions Corporation, Cognizant Worldwide Limited, certain financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
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/ John Kim | ||||
Name: | John Kim | ||||
Title: | Chief Legal Officer, Chief Administrative Officer and Corporate Secretary | ||||
Date: October 6, 2026