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  4. [Form 4] COGNIZANT TECHNOLOGY SOLUTIONS CORP Insider Trading Activity

Cognizant (NASDAQ: CTSH) director credited new stock units

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

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that director Michael Patsalos-Fox acquired additional equity-based awards through dividend equivalent rights on existing awards. On 2026-08-25, he received 30.5999 deferred restricted stock units, each representing one share of Class A Common Stock, bringing his total deferred RSU holdings to 5,877.9944 units. These deferred units are fully vested and will be settled upon his termination of service from the Board.

On the same date, he also received 21.8273 restricted stock units, each representing a contingent right to one share of Class A Common Stock, increasing his RSU holdings to 4,192.8273 units. These restricted stock units will vest fully on June 2, 2027. All transactions were reported as grants/awards with no purchase or sale of common stock in the market.

Positive

  • None.

Negative

  • None.
Insider Patsalos-Fox Michael
Role Director
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units F1, F2 30.5999 $0.00 $0.00
Grant/Award Restricted Stock Units F3, F4 21.8273 $0.00 $0.00
Holdings After Transaction: Deferred Restricted Stock Units — 5,877.9944 shares (Direct); Restricted Stock Units — 4,192.8273 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board.
  3. F3. 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. F4. The restricted stock units will vest fully on June 2, 2027.
Deferred restricted stock units acquired 30.5999 units Dividend equivalent rights credited on August 25, 2026
Deferred restricted stock units following transaction 5,877.9944 units Holdings after August 25, 2026 award
Restricted stock units acquired 21.8273 units Dividend equivalent rights credited on August 25, 2026
Restricted stock units following transaction 4,192.8273 units Holdings after August 25, 2026 award
Vesting date for restricted stock units June 2, 2027 Date when reported RSUs vest fully
Deferred Restricted Stock Units financial
"Reflects deferred restricted stock units received pursuant to dividend equivalent"
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
dividend equivalent rights financial
"received pursuant to dividend equivalent rights accrued on previously"
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.
Restricted Stock Units financial
"Reflects restricted stock units received pursuant to dividend equivalent"
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.
Class A Common Stock financial
"right to receive one share of Class A Common Stock of the Company"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

What did CTSH director Michael Patsalos-Fox acquire in this Form 4 filing?
He acquired 30.5999 deferred restricted stock units and 21.8273 restricted stock units on August 25, 2026, both tied to Cognizant’s Class A Common Stock and issued as dividend equivalent rights on previously outstanding units.

How many deferred restricted stock units does Michael Patsalos-Fox hold after this CTSH transaction?
After the transaction, he holds 5,877.9944 deferred restricted stock units, each representing a right to receive one share of Cognizant Class A Common Stock, which are fully vested and will be settled when his Board service ends.

How many restricted stock units does Michael Patsalos-Fox hold after this CTSH transaction?
Following the award, he holds 4,192.8273 restricted stock units, each a contingent right to one share of Cognizant Class A Common Stock. These RSUs will vest fully on June 2, 2027, subject to the terms of the award.

Were any CTSH shares bought or sold on the market in this Form 4?
No. The Form 4 reports grant/award acquisitions of deferred restricted stock units and restricted stock units via dividend equivalent rights. It does not report any market purchases or sales of Cognizant Class A Common Stock.

What are dividend equivalent rights in the context of this CTSH Form 4?
Dividend equivalent rights are provisions under which holders of RSUs or deferred RSUs receive additional units corresponding to dividends declared on the underlying common stock. Here, they resulted in extra deferred RSUs and RSUs for Michael Patsalos-Fox.

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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*
Patsalos-Fox Michael
(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)
08/25/2026		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 Restricted Stock Units(1)08/25/2026A(1)30.5999 (2) (2)Class A Common Stock30.5999$05,877.9944D
Restricted Stock Units(3)08/25/2026A(3)21.8273 (4) (4)Class A Common Stock21.8273$04,192.8273D
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 2, 2027.
Remarks:
/s/ Melissa Glass, on behalf of Michael Patsalos-Fox, by Power of Attorney08/27/2026
** 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