Cognizant (NASDAQ: CTSH) director receives RSUs from dividend equivalents

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions director Eric Branderiz reported acquiring additional restricted stock units through dividend equivalent rights on previously outstanding awards. One block of restricted stock units is already fully vested, while another block will fully vest on June 3, 2026. Branderiz has elected under the company’s non-employee director compensation guidelines to defer settlement of these units until specific future events, such as a change in control, death or permanent disability, or scheduled installment dates after his service as director ends.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Branderiz Eric

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	41.142	$0.00	--
Grant/Award	Restricted Stock Units	14.664	$0.00	--

Holdings After Transaction: Restricted Stock Units — 8,141.201 shares (Direct)

Footnotes (1)

Reflects restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units. Each restricted stock unit represents a right to receive one share of Class A Common Stock of the Company. The restricted stock units are fully vested. The Reporting Person has elected, pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines"), to defer settlement of such restricted stock units until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability). 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. The restricted stock units will vest fully on June 3, 2026. The Reporting Person has elected, pursuant to the Company's Guidelines, to defer settlement of such restricted stock units until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/02/2026 - 04:15 PM

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^*

Branderiz Eric

(Last)

(First)

(Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE. 36, 6 FL.

(Street)

TEANECK

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/26/2026		A⁽¹⁾		41.1423		⁽²⁾	⁽²⁾	Class A Common Stock	41.1423	$0	8,141.201	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 restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units. Each restricted stock unit represents a right to receive one share of Class A Common Stock of the Company.

2. The restricted stock units are fully vested. The Reporting Person has elected, pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines"), to defer settlement of such restricted stock units until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).

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. The Reporting Person has elected, pursuant to the Company's Guidelines, to defer settlement of such restricted stock units until the first to occur of (1) a change in control, (2) the death or permanent disability of the Reporting Person, or (3) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).

Remarks:

	/s/ Melissa Glass, on behalf of Eric Branderiz, 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.
* 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 did Cognizant (CTSH) director Eric Branderiz report on this Form 4?

Eric Branderiz reported acquiring additional restricted stock units through dividend equivalent rights on existing awards. These units represent rights to receive Class A common shares and reflect non-cash equity compensation tied to his role as a non-employee director at Cognizant Technology Solutions.

How were the new restricted stock units for Cognizant director Eric Branderiz generated?

The new restricted stock units were generated from dividend equivalent rights on previously outstanding restricted stock units. When Cognizant paid dividends, equivalent value accrued as additional units, increasing Branderiz’s equity-based compensation without any open-market share purchases or sales.

Are Eric Branderiz’s newly reported Cognizant restricted stock units vested?

One set of restricted stock units reported by Eric Branderiz is fully vested, meaning no further service is required. Another set will fully vest on June 3, 2026, tying part of his equity compensation to continued service with Cognizant Technology Solutions until that date.

When will Eric Branderiz’s Cognizant restricted stock units be settled into shares?

Eric Branderiz has elected to defer settlement of his restricted stock units under Cognizant’s non-employee director compensation guidelines. Settlement will occur upon a change in control, death or permanent disability, or specified July 1 dates following his termination of service as a director.

Do Eric Branderiz’s reported Cognizant restricted stock units convert into Class A common stock?

Each restricted stock unit reported by Eric Branderiz represents a right to receive one share of Cognizant’s Class A common stock. Actual share delivery will occur only upon settlement, following vesting and the timing rules he elected under the company’s non-employee director compensation guidelines.

Did Eric Branderiz buy or sell Cognizant shares in the open market?

The filing shows grant or award acquisitions of restricted stock units from dividend equivalent rights, not open-market share purchases or sales. These equity awards are part of Cognizant’s director compensation structure rather than discretionary trading in the company’s Class A common stock.