Does this Cognizant (CTSH) Form 4 show any insider share sales or purchases?

The Form 4 only reports an acquisition of 18.0122 restricted stock units as a grant. It does not show any open-market share purchases or sales, but rather reflects compensation-related equity awarded through dividend equivalent rights on existing RSU holdings.

Cognizant (CTSH) director gains dividend-equivalent RSUs vesting in 2026

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

VELLI JOSEPH M reported acquisition or exercise transactions in this Form 4 filing.

Cognizant Technology Solutions director receives additional RSUs from dividend equivalents. Director Joseph M. Velli was granted 18.0122 restricted stock units as a result of dividend equivalent rights on previously outstanding RSUs. Each unit represents a contingent right to one share of Class A Common Stock and will fully vest on June 3, 2026, bringing his directly held RSU balance to 2,919.6262 units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider VELLI JOSEPH M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	18.012	$0.00	--

Holdings After Transaction: Restricted Stock Units — 2,919.626 shares (Direct, null)

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 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.

Key Figures

RSUs granted: 18.0122 units RSUs after transaction: 2,919.6262 units Grant price per RSU: $0.0000 per unit +2 more

5 metrics

RSUs granted 18.0122 units Restricted stock units from dividend equivalent rights on RSUs

RSUs after transaction 2,919.6262 units Total directly held restricted stock units following grant

Grant price per RSU $0.0000 per unit Reported transaction price per restricted stock unit

Vesting date June 3, 2026 Restricted stock units will vest fully on this date

Security type Restricted Stock Units Each unit represents one share of Class A Common Stock

Key Terms

Restricted Stock Units, dividend equivalent rights, Class A Common Stock, contingent right

4 terms

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 restricted stock units"

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

"Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock"

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

"represents a contingent right to receive one share of Class A Common Stock"

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 04:13 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^*

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
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⁾	05/27/2026		A⁽¹⁾		18.0122		⁽²⁾	⁽²⁾	Class A Common Stock	18.0122	$0	2,919.6262	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 contingent right to receive one share of Class A Common Stock of the Company.

2. The restricted stock units will vest fully on June 3, 2026.

Remarks:

	/s/ Melissa Glass, on behalf of Joseph M. Velli, by Power of Attorney	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Cognizant (CTSH) report for Joseph M. Velli?

Cognizant reported that director Joseph M. Velli received 18.0122 restricted stock units as a grant. These units arose from dividend equivalent rights on his existing RSUs and increase his total directly held RSUs to 2,919.6262, subject to future vesting conditions.

What are the terms of the new restricted stock units granted at Cognizant (CTSH)?

The new grant consists of 18.0122 restricted stock units tied to Cognizant Class A Common Stock. Each unit represents a contingent right to one share. According to the disclosure, the entire block of RSUs will fully vest on June 3, 2026, if conditions are satisfied.

Why did Cognizant (CTSH) grant 18.0122 additional restricted stock units?

The 18.0122 additional RSUs were granted pursuant to dividend equivalent rights on previously outstanding RSUs. When dividends are paid, these rights accrue additional units instead of cash, aligning the director’s equity compensation with shareholder distributions over time.

When will Joseph M. Velli’s new Cognizant (CTSH) RSUs vest?

The filing states that the new restricted stock units will vest fully on June 3, 2026. Vesting means the contingent right to receive shares of Class A Common Stock becomes non-forfeitable, subject to any applicable service or other conditions in the award terms.

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

After the dividend-equivalent grant, Joseph M. Velli holds 2,919.6262 restricted stock units directly. Each RSU corresponds to a contingent right to receive one share of Cognizant Class A Common Stock, with vesting schedules governing when those shares may be delivered.