STOCK TITAN

Cognizant (NASDAQ: CTSH) director receives RSU dividend grant

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) director Joseph M. Velli reported an acquisition of restricted stock units (RSUs) tied to the company’s Class A Common Stock. On 2026-08-25, he received 21.8273 RSUs, granted as dividend equivalent rights on previously outstanding RSUs, each representing a contingent right to one share of Class A Common Stock. Following this award, his directly held RSU balance reported in this filing increased to 4,192.8273 RSUs. These RSUs are scheduled to vest fully on June 2, 2027.

Positive

  • None.

Negative

  • None.
Insider VELLI JOSEPH M
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 21.8273 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 4,192.8273 shares (Direct)
Footnotes (2)
  1. F1. 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.
  2. F2. The restricted stock units will vest fully on June 2, 2027.
Restricted Stock Units acquired 21.8273 RSUs Grant/award acquisition on 2026-08-25 as dividend equivalent rights
RSUs following transaction 4,192.8273 RSUs Total directly held restricted stock units after the 2026-08-25 award
Transaction price per RSU $0.0000 per unit Reported price for the RSU grant/award acquisition
RSU vesting date June 2, 2027 Date when the reported restricted stock units vest fully
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"
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.
Class A Common Stock financial
"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.
contingent right financial
"Each restricted stock unit represents a contingent right to receive"

FAQ

What insider transaction did CTSH director Joseph M. Velli report?

He reported an acquisition of 21.8273 restricted stock units on 2026-08-25. The RSUs were received as dividend equivalent rights on previously outstanding RSUs, each representing a contingent right to one share of Class A Common Stock of Cognizant Technology Solutions Corp (CTSH).

How many CTSH restricted stock units does Joseph M. Velli hold after this transaction?

After the reported transaction, Joseph M. Velli holds a total of 4,192.8273 restricted stock units directly. Each RSU represents a contingent right to receive one share of Cognizant Technology Solutions Corp Class A Common Stock, subject to vesting conditions.

What is the nature of the RSUs acquired by Joseph M. Velli at Cognizant (CTSH)?

The 21.8273 RSUs acquired were granted pursuant to dividend equivalent rights accrued on previously outstanding RSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corp upon vesting.

When will Joseph M. Velli’s newly reported CTSH restricted stock units vest?

The newly reported restricted stock units will vest fully on June 2, 2027. Until vesting, each unit represents a contingent right for Joseph M. Velli to receive one share of Cognizant Technology Solutions Corp Class A Common Stock.

Was the reported CTSH insider transaction part of a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the transaction is a grant/award acquisition of restricted stock units rather than an open-market trade.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
VELLI JOSEPH M

(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
Restricted Stock Units(1)08/25/2026A(1)21.8273 (2) (2)Class A Common Stock21.8273$04,192.8273D
Explanation of Responses:
1. 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.
2. The restricted stock units will vest fully on June 2, 2027.
Remarks:
/s/ Melissa Glass, on behalf of Joseph M. Velli, 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)