Cognizant (NASDAQ: CTSH) director receives new RSU award and stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions director Abdalla Zein reported routine equity compensation changes. On June 3, 2026, previously granted restricted stock units (RSUs) vested, converting 2,919 RSUs into the same number of Class A Common shares, with 17 shares withheld to cover taxes and a small fractional RSU canceled for cash in lieu. Zein now holds 25,433 Class A shares directly. On June 2, 2026, he also received a new award of 4,171 RSUs, which will vest fully on June 2, 2027.

Insider Trade Summary

2,919 shares exercised/converted

Mixed 5 txns

Insider Abdalla Zein

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,919	$0.00	--
Disposition	Restricted Stock Units	0.626	$55.14	$34.53
Exercise	Class A Common Stock	2,919	$0.00	--
Tax Withholding	Class A Common Stock	17	$55.14	$937.38
Grant/Award	Restricted Stock Units	4,171	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0.626 shares (Direct, null); Class A Common Stock — 25,450 shares (Direct, null)

Footnotes (1)

Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. Shares of the Company's Class A Common Stock withheld to pay applicable taxes. The RSUs will vest fully on June 2, 2027. 2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026. Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.

Key Figures

RSUs vested: 2,919 units Shares withheld for taxes: 17 shares New RSU grant: 4,171 units +3 more

6 metrics

RSUs vested 2,919 units Converted into Class A Common Stock on June 3, 2026

Shares withheld for taxes 17 shares Class A Common Stock withheld to pay applicable taxes

New RSU grant 4,171 units Restricted Stock Units granted on June 2, 2026

New RSU vesting date June 2, 2027 RSUs will vest fully on this date

Shares held after transaction 25,433 shares Class A Common Stock held directly after June 3, 2026 events

Fractional RSU canceled 0.6262 units Fractional RSU canceled for cash in lieu payment

Key Terms

Restricted Stock Units, dividend equivalent rights, contingent right, withheld to pay applicable taxes, +1 more

5 terms

Restricted Stock Units financial

"Shares of Class A Common Stock of Cognizant Technology Solutions Corporation received in connection with the vesting of 100% of the restricted stock unit ("RSU") award..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalent rights financial

"and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares..."

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.

contingent right financial

"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock."

withheld to pay applicable taxes financial

"Shares of the Company's Class A Common Stock withheld to pay applicable taxes."

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 04:09 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^*

Abdalla Zein

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
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)
Class A Common Stock	06/03/2026		M		2,919⁽¹⁾	A	⁽²⁾	25,450	D
Class A Common Stock	06/03/2026		F		17⁽³⁾	D	$55.14	25,433	D

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	⁽²⁾	06/02/2026		A		4,171		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,171	$0	4,171	D
Restricted Stock Units	⁽²⁾	06/03/2026		M			2,919	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,919	$0	0.6262	D
Restricted Stock Units	⁽²⁾	06/03/2026		D			0.6262⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0.6262	$55.14	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. Shares of the Company's Class A Common Stock withheld to pay applicable taxes.

4. The RSUs will vest fully on June 2, 2027.

5. 2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026.

6. Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.

Remarks:

	/s/ Melissa Glass, on behalf of Zein Abdalla, by Power of Attorney	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity award changes did Cognizant (CTSH) director Abdalla Zein report?

Abdalla Zein reported RSUs vesting into Class A shares and a new RSU grant. 2,919 RSUs converted into shares, with 17 shares withheld for taxes, and 4,171 new RSUs awarded.

How many Cognizant (CTSH) shares does Abdalla Zein hold after these transactions?

After the reported transactions, Abdalla Zein holds 25,433 shares of Cognizant Class A Common Stock directly. This reflects RSU vesting, tax withholding, and a minor fractional share adjustment.

Were any of Abdalla Zein’s Cognizant (CTSH) transactions open-market buys or sells?

No open-market buys or sells were reported. Activity reflects RSU vesting, a new RSU grant, shares withheld to pay taxes, and cancellation of a fractional RSU for cash in lieu.

What are the terms of Abdalla Zein’s new RSU award at Cognizant (CTSH)?

Zein received 4,171 restricted stock units, each representing one future Cognizant Class A share. According to the disclosure, these RSUs will vest fully on June 2, 2027, if the conditions are met.

What happened when Abdalla Zein’s earlier Cognizant (CTSH) RSUs vested?

When earlier RSUs vested, 2,919 RSUs converted into 2,919 Cognizant Class A shares. The company withheld 17 shares to cover applicable taxes and canceled a small fractional RSU for a cash payment.