Cognizant (CTSH) director Dineen adds deferred restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Cognizant Technology Solutions director John M. Dineen reported three acquisitions of restricted stock units on February 26, 2026, all at a stated price of zero under the company’s compensation arrangements. Some units arose from dividend equivalent rights on earlier awards and are already fully vested, while another block is scheduled to vest fully on June 3, 2026. Dineen has elected to defer settlement of these units, with delivery of Cognizant Class A shares tied to events such as a change in control, death or permanent disability, or specific dates after his board service ends.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Dineen John M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	102.246	$0.00	--
Grant/Award	Restricted Stock Units	36.13	$0.00	--
Grant/Award	Restricted Stock Units	14.664	$0.00	--

Holdings After Transaction: Restricted Stock Units — 20,232.311 shares (Direct)

Footnotes (1)

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. 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). 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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability). 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. 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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/02/2026 - 04:14 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^*

Dineen John M.

(Last)

(First)

(Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE. 36, 6 FL.

(Street)

TEANECK

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)
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)

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	⁽¹⁾	02/26/2026		A⁽¹⁾		102.2459		⁽²⁾	⁽²⁾	Class A Common Stock	102.2459	$0	20,232.3112	D
Restricted Stock Units	⁽¹⁾	02/26/2026		A⁽¹⁾		36.13		⁽³⁾	⁽³⁾	Class A Common Stock	36.13	$0	7,149.3802	D
Restricted Stock Units	⁽⁴⁾	02/26/2026		A⁽⁴⁾		14.6635		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	14.6635	$0	2,901.614	D

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 right to receive one share of Class A Common Stock of the Company.

2. 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).

3. 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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).

4. 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.

5. 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) in three equal installments on July 1 in the first, second and third years 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 John M. Dineen, 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

FAQ

What insider transactions did Cognizant (CTSH) director John M. Dineen report?

John M. Dineen reported three acquisitions of restricted stock units on February 26, 2026. These units were granted at a stated price of zero under director compensation arrangements, including awards linked to dividend equivalent rights on previously outstanding restricted stock units.

How were the new Cognizant (CTSH) restricted stock units for John M. Dineen generated?

Some of John M. Dineen’s new restricted stock units reflect dividend equivalent rights on previously outstanding awards. When dividends are declared, equivalent units accrue instead of cash, increasing his restricted stock unit balance tied to Cognizant’s Class A Common Stock.

When do John M. Dineen’s new Cognizant (CTSH) restricted stock units vest?

The filing states one set of restricted stock units will vest fully on June 3, 2026. Other units described in the footnotes are already fully vested but have their settlement into Cognizant Class A shares deferred under the company’s director compensation guidelines.

What deferral elections did John M. Dineen make for his Cognizant (CTSH) restricted stock units?

John M. Dineen elected to defer settlement of certain restricted stock units under Cognizant’s Non-Employee Director Compensation Guidelines. Shares will be delivered upon a change in control, death or permanent disability, or on specified July 1 dates after his service terminates.

Do John M. Dineen’s Cognizant (CTSH) restricted stock units convert into Class A shares?

Each restricted stock unit represents a right or contingent right to receive one share of Cognizant’s Class A Common Stock. Actual share delivery occurs upon vesting and the satisfaction of deferral conditions laid out in the company’s director compensation guidelines.

Are John M. Dineen’s Cognizant (CTSH) restricted stock units fully vested or subject to future vesting?

Some of John M. Dineen’s restricted stock units are already fully vested, according to the footnotes. Another tranche is scheduled to vest in full on June 3, 2026, with settlement deferred based on specific change in control or post-termination timing events.