STOCK TITAN

Cognizant (NASDAQ: CTSH) director now holds 21,794 deferred units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

For COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH), director Stephen J. Rohleder reported awards of additional equity-based units linked to Class A Common Stock. On 2026-08-25 he acquired 113.4588 Deferred Stock Units and 111.9064 Restricted Stock Units in total through dividend equivalent rights on previously outstanding units, all at a reported price of $0.0000 per unit.

The deferred stock units and a portion of the restricted stock units are fully vested, with settlement deferred under the company’s Non-Employee Director Compensation Guidelines until the first to occur of specified events, including a change in control or termination of service. Following these transactions, his directly held deferred stock unit balance is 21,794.4158 units, each representing a right to receive one share of Class A Common Stock.

Positive

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Insider ROHLEDER STEPHEN J
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units F1, F2 113.4588 $0.00 $0.00
Grant/Award Restricted Stock Units F3, F4 85.3379 $0.00 $0.00
Grant/Award Restricted Stock Units F5, F6 26.5685 $0.00 $0.00
Holdings After Transaction: Deferred Stock Units — 21,794.4158 shares (Direct); Restricted Stock Units — 21,496.2386 shares (Direct)
Footnotes (6)
  1. F1. 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. F2. 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. F3. 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. F4. 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. F5. 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. F6. The restricted stock units will vest fully on June 2, 2027. 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).
Deferred Stock Units acquired 113.4588 units Deferred Stock Units granted on 2026-08-25 via dividend equivalent rights
Restricted Stock Units acquired (first grant) 85.3379 units Restricted Stock Units granted on 2026-08-25 via dividend equivalent rights
Restricted Stock Units acquired (second grant) 26.5685 units Restricted Stock Units granted on 2026-08-25 via dividend equivalent rights
Deferred Stock Units after transaction 21,794.4158 units Directly held Deferred Stock Units following the 2026-08-25 award
Vesting date for one RSU grant June 2, 2027 Restricted Stock Units vest fully on this date
Price per unit $0.0000 Reported transaction price per deferred or restricted stock unit
Deferred Stock Units financial
"Reflects deferred stock units received pursuant to dividend equivalent rights"
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.
Restricted Stock Units financial
"Reflects restricted stock units received pursuant to dividend equivalent rights"
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
"received pursuant to dividend equivalent rights accrued on previously outstanding"
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"

FAQ

What insider transactions did Stephen J. Rohleder report for CTSH on August 25, 2026?

Stephen J. Rohleder reported three equity awards on 2026-08-25: 113.4588 Deferred Stock Units, 85.3379 Restricted Stock Units, and 26.5685 Restricted Stock Units, all acquired at a reported price of $0.0000 per unit and linked to Cognizant Class A Common Stock.

How many Deferred Stock Units in CTSH does Stephen J. Rohleder hold after these transactions?

After the reported transactions, Stephen J. Rohleder holds 21,794.4158 Deferred Stock Units directly. Each deferred stock unit represents a right to receive one share of Cognizant Technology Solutions Class A Common Stock, with settlement deferred under company guidelines.

What is the origin of the new Deferred Stock Units and Restricted Stock Units reported for CTSH?

The new awards reflect dividend equivalent rights that accrued on previously outstanding deferred stock units and restricted stock units. These credits resulted in additional deferred stock units and restricted stock units, each representing or contingent on receiving one share of Cognizant Class A Common Stock per unit.

Are Stephen J. Rohleder’s new Deferred Stock Units and Restricted Stock Units in CTSH vested?

The deferred stock units and one set of restricted stock units are described as fully vested. Another block of restricted stock units will vest fully on June 2, 2027, with settlement of all such units deferred under the company’s Non-Employee Director Compensation Guidelines.

When will Stephen J. Rohleder’s CTSH units be settled into shares?

Settlement of the reported deferred stock units and restricted stock units is deferred until the first to occur of: (1) a change in control, (2) death or permanent disability, or (3) the first July 1 following termination of service (other than due to death or permanent disability).

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Learn about SEC filing dates
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*
ROHLEDER STEPHEN J

(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 Stock Units(1)08/25/2026A(1)113.4588 (2) (2)Class A Common Stock113.4588$021,794.4158D
Restricted Stock Units(3)08/25/2026A(3)85.3379 (4) (4)Class A Common Stock85.3379$016,392.6701D
Restricted Stock Units(5)08/25/2026A(5)26.5685 (6) (6)Class A Common Stock26.5685$05,103.5685D
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 2, 2027. 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 Stephen J. Rohleder, 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)