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Cognizant (NASDAQ: CTSH) director accrues additional RSU and deferred stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

WIJNBERG SANDRA S reported acquisition or exercise transactions in this Form 4 filing.

COGNIZANT TECHNOLOGY SOLUTIONS CORP director Sandra S. Wijnberg reported awards of stock-based compensation tied to prior holdings. On May 27, 2026, she received additional restricted stock units and deferred stock units credited as dividend equivalents on previously outstanding units, each representing one share of Class A Common Stock.

Some of the restricted stock units are fully vested, while another tranche will vest on June 3, 2026. Under the company’s Non-Employee Director Compensation Guidelines, she has elected to defer settlement of these units until a future triggering event such as a change in control, death, permanent disability, or a specified date after leaving the board.

Positive

  • None.

Negative

  • None.

Insights

Routine director equity accrual via dividend equivalents, no open-market trading.

The transactions show Sandra S. Wijnberg receiving additional restricted and deferred stock units as dividend equivalent rights on prior awards. Code A and zero price indicate compensation-related grants rather than market purchases or sales.

These units either are fully vested or will vest on June 3, 2026, with settlement deferred under the company’s Non-Employee Director Compensation Guidelines. There are no open-market buys or sells, so the filing mainly updates her equity-based compensation position without signaling a change in market sentiment.

Insider WIJNBERG SANDRA S
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Units 28.689 $0.00 --
Grant/Award Restricted Stock Units 125.54 $0.00 --
Grant/Award Restricted Stock Units 18.012 $0.00 --
Holdings After Transaction: Deferred Stock Units — 4,650.241 shares (Direct, null); Restricted Stock Units — 20,348.827 shares (Direct, null)
Footnotes (1)
  1. Reflects deferred stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred stock units. Each deferred stock unit represents a right to receive one share of Class A Common Stock of the Company. The deferred 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 deferred 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). 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 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). 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 Class A Common Stock of the Company. 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).
RSU dividend equivalents 1 18.0122 units Restricted Stock Units credited on May 27, 2026
RSU holdings after smaller grant 2,919.6262 units Total restricted stock units following 18.0122-unit grant
RSU dividend equivalents 2 125.5396 units Restricted Stock Units credited on May 27, 2026
RSU holdings after larger grant 20,348.8266 units Total restricted stock units following 125.5396-unit grant
Deferred stock units granted 28.6890 units Deferred Stock Units credited on May 27, 2026
Deferred stock unit holdings 4,650.2408 units Total deferred stock units after 28.6890-unit grant
Future vesting date June 3, 2026 Restricted stock units will vest fully on this date
Deferred Stock Units financial
"Reflects deferred stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred stock units."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
dividend equivalent rights financial
"Reflects restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
Non-Employee Director Compensation Guidelines financial
"pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines"), to defer settlement"
change in control financial
"until the first to occur of (1) a change in control, (2) the death or permanent disability"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
permanent disability financial
"until the first to occur of (1) a change in control, (2) the death or permanent disability"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
WIJNBERG SANDRA S
(Last)(First)(Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE. 36, 6 FL.
(Street)
TEANECK NEW JERSEY 07666
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Units(1)05/27/2026A(1)28.689 (2) (2)Class A Common Stock28.689$04,650.2408D
Restricted Stock Units(3)05/27/2026A(3)125.5396 (4) (4)Class A Common Stock125.5396$020,348.8266D
Restricted Stock Units(5)05/27/2026A(5)18.0122 (6) (6)Class A Common Stock18.0122$02,919.6262D
Explanation of Responses:
1. Reflects deferred stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred stock units. Each deferred stock unit represents a right to receive one share of Class A Common Stock of the Company.
2. The deferred 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 deferred 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).
3. 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.
4. The restricted stock units are fully vested. 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).
5. 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 Class A Common Stock of the Company.
6. 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 Sandra S. Wijnberg, by Power of Attorney05/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Cognizant (CTSH) director Sandra Wijnberg report in this Form 4?

Sandra Wijnberg reported new awards of restricted stock units and deferred stock units credited as dividend equivalents on prior grants. These awards are compensation-related, involve no open-market trading, and each unit represents a right to receive one share of Class A Common Stock.

Were there any Cognizant (CTSH) insider stock purchases or sales in this filing?

No open-market purchases or sales were reported. All transactions are coded as grants or awards (Code A), reflecting restricted and deferred stock units received as dividend equivalents, not discretionary buying or selling of Cognizant Class A Common Stock in the market.

How many restricted stock units did Sandra Wijnberg receive in the latest Cognizant Form 4?

She received two restricted stock unit allocations as dividend equivalents, covering 18.0122 and 125.5396 underlying shares of Class A Common Stock. These additions increase her RSU holdings and are part of the company’s equity-based director compensation structure.

What are deferred stock units in the Cognizant (CTSH) director’s Form 4?

Deferred stock units are bookkeeping units representing a right to receive Cognizant Class A Common Stock later. Wijnberg received 28.6890 such units as dividend equivalents, and their settlement is deferred until predefined events, such as change in control or post-service dates, occur.

When will the newly reported Cognizant restricted stock units vest for Sandra Wijnberg?

One tranche of restricted stock units is stated as fully vested, while another tranche will fully vest on June 3, 2026. Settlement of these units has been deferred under the company’s Non-Employee Director Compensation Guidelines until specific future triggering events.