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Cognizant (NASDAQ: CTSH) director reports new deferred stock unit awards

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

Rhea-AI Filing Summary

Cognizant Technology Solutions director Leo S. Mackay, Jr. reported the acquisition of small grants of deferred restricted stock units and restricted stock units on February 26, 2026, all at a price of $0.00 per unit. These awards arose from dividend equivalent rights on previously outstanding units and do not reflect open-market stock purchases or sales.

The deferred restricted stock units are fully vested and will be settled when Mackay leaves the board. Certain restricted stock units are fully vested but settlement has been deferred under company director compensation guidelines, while another restricted stock unit grant will fully vest on June 3, 2026 and is also subject to deferred settlement elections.

Positive

  • None.

Negative

  • None.
Insider Mackay Leo S. Jr.
Role Director
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 23.724 $0.00 $0.00
Grant/Award Restricted Stock Units 17.5025 $0.00 $0.00
Grant/Award Restricted Stock Units 14.6635 $0.00 $0.00
Holdings After Transaction: Deferred Restricted Stock Units — 4,694.4798 shares (Direct); Restricted Stock Units — 6,365.0049 shares (Direct)
Footnotes (6)
  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 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 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) 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 the Company's Class A Common Stock.
  6. F6. 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).

FAQ

What insider transactions did CTSH director Leo S. Mackay, Jr. report on this Form 4?
Leo S. Mackay, Jr. reported acquiring small amounts of deferred restricted stock units and restricted stock units on February 26, 2026. These came from dividend equivalent rights on previously outstanding awards and carried a transaction price of $0.00 per unit, not open-market trading.

How many deferred restricted stock units did CTSH director Leo S. Mackay, Jr. receive?
He received 23.7240 deferred restricted stock units tied to dividend equivalents on earlier awards. Each deferred restricted stock unit represents the right to receive one share of Cognizant Class A common stock, and these units are fully vested but will be settled after his board service ends.

What restricted stock unit awards did CTSH disclose for Leo S. Mackay, Jr. on February 26, 2026?
He acquired two blocks of restricted stock units, 17.5025 and 14.6635 units, via dividend equivalent rights. Each restricted stock unit corresponds to one share of Class A common stock, with some units already fully vested and others scheduled to vest fully on June 3, 2026.

Are Leo S. Mackay, Jr.’s Cognizant restricted stock units immediately settled in shares?
The units are not immediately settled in shares. Certain restricted stock units and deferred restricted stock units are fully vested but will be settled upon his termination of board service or other specified events, in line with Cognizant’s Non-Employee Director Compensation Guidelines.

When will some of Leo S. Mackay, Jr.’s Cognizant restricted stock units vest and be settled?
One restricted stock unit grant will vest fully on June 3, 2026. Settlement of these and other restricted stock units is deferred until the earlier of a change in control, his death or permanent disability, or the first July 1 following termination of board service, subject to company guidelines.

Did Leo S. Mackay, Jr. buy or sell CTSH common stock in the market in this Form 4?
The Form 4 shows no open-market buys or sells of common stock. It only reports the acquisition of derivative awards—deferred restricted stock units and restricted stock units—granted at $0.00 per unit through dividend equivalent rights on existing equity awards.

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Form 4 Insider Transactions: What Each Field Means →
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*
Mackay Leo S. Jr.
(Last) (First) (Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE. 36, 6 FL.
(Street)
TEANECK NJ 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)
Code V Amount (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Restricted Stock Units (1) 02/26/2026 A(1) 23.724 (2) (2) Class A Common Stock 23.724 $0 4,694.4798 D
Restricted Stock Units (3) 02/26/2026 A(3) 17.5025 (4) (4) Class A Common Stock 17.5025 $0 3,463.3909 D
Restricted Stock Units (5) 02/26/2026 A(5) 14.6635 (6) (6) Class A Common Stock 14.6635 $0 2,901.614 D
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 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 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) 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 the Company's Class A Common Stock.
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 Leo S. Mackay Jr., 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