Cognizant (NASDAQ: CTSH) director awarded dividend-equivalent RSUs

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP director Michael Patsalos-Fox reported awards of additional stock-based units tied to dividend equivalents. On February 26, he acquired 29.368 deferred restricted stock units and 14.6635 restricted stock units credited from dividend equivalent rights on previously outstanding awards.

Each deferred restricted stock unit represents a right to receive one share of Cognizant Class A common stock and is fully vested, to be settled when he leaves the Board. Each restricted stock unit represents a contingent right to one Class A share and will vest fully on June 3, 2026.

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

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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^*

Patsalos-Fox Michael

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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
Deferred Restricted Stock Units	(1)	02/26/2026		A(1)		29.368		(2)	(2)	Class A Common Stock	29.368	$0	5,811.3197	D
Restricted Stock Units	(3)	02/26/2026		A(3)		14.6635		(4)	(4)	Class A Common Stock	14.6635	$0	2,901.614	D

Explanation of Responses:

1. Reflects deferred restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred restricted stock units. Each deferred restricted stock unit represents a right to receive one share of Class A Common Stock of the Company.

2. The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board.

3. Reflects restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units. Each restricted stock unit represents a contingent right to receive one share of the Company's Class A Common Stock.

4. The restricted stock units will vest fully on June 3, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Michael Patsalos-Fox, by Power of Attorney	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Cognizant (CTSH) director Michael Patsalos-Fox report?

Michael Patsalos-Fox reported acquiring additional stock-based awards from dividend equivalents. He received 29.368 deferred restricted stock units and 14.6635 restricted stock units, both linked to existing awards, rather than open-market purchases. These units represent rights to receive Cognizant Class A common shares.

How many stock units did Michael Patsalos-Fox receive in this CTSH Form 4?

He received 29.368 deferred restricted stock units and 14.6635 restricted stock units. Both awards arose from dividend equivalent rights tied to previously outstanding units, increasing his stock-based compensation exposure without a reported cash purchase or sale in the open market.

What are deferred restricted stock units reported in the Cognizant (CTSH) Form 4?

The deferred restricted stock units are fully vested rights to receive Cognizant Class A common shares. They were credited from dividend equivalents on prior awards and will be settled upon Michael Patsalos-Fox’s termination of service from the Board, rather than on a fixed vesting date.

When do Michael Patsalos-Fox’s Cognizant (CTSH) restricted stock units vest?

The restricted stock units reported in this filing will vest fully on June 3, 2026. These units arose from dividend equivalent rights on existing awards and represent a contingent right to receive shares of Cognizant’s Class A common stock once that vesting date is reached.

Did Michael Patsalos-Fox buy or sell CTSH shares in the open market?

The filing shows grant or award acquisitions, not open-market trades. The additional units came from dividend equivalent rights on previously outstanding deferred restricted stock units and restricted stock units, increasing his rights to future Cognizant Class A shares without recorded market purchases or sales.