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Cognizant (CTSH) director receives dividend-based deferred and restricted units

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

Rhea-AI Filing Summary

Cognizant Technology Solutions director Stephen J. Rohleder reported awards of deferred stock units and restricted stock units tied to dividend equivalents on existing equity awards. On February 26, 2026, he acquired 83.6180 deferred stock units and 81.9022 restricted stock units in total, each unit representing a right to receive one share of Class A common stock.

Footnotes state the deferred stock units and part of the restricted stock units are fully vested, while another block of restricted stock units will vest fully on June 3, 2026. Under the company’s Non-Employee Director Compensation Guidelines, Rohleder has elected to defer settlement of these units until a change in control, his death or permanent disability, or the first July 1 following his termination of service, whichever occurs first.

Positive

  • None.

Negative

  • None.
Insider ROHLEDER STEPHEN J
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units 83.618 $0.00 --
Grant/Award Restricted Stock Units 64.048 $0.00 --
Grant/Award Restricted Stock Units 17.854 $0.00 --
Holdings After Transaction: Deferred Stock Units — 16,546.243 shares (Direct); Restricted Stock Units — 12,673.71 shares (Direct)
Footnotes (1)
  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. 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). 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 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). 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) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
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*
ROHLEDER STEPHEN J
(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 Stock Units (1) 02/26/2026 A(1) 83.618 (2) (2) Class A Common Stock 83.618 $0 16,546.2433 D
Restricted Stock Units (3) 02/26/2026 A(3) 64.0478 (4) (4) Class A Common Stock 64.0478 $0 12,673.7095 D
Restricted Stock Units (5) 02/26/2026 A(5) 17.8544 (6) (6) Class A Common Stock 17.8544 $0 3,533.0166 D
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 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 Stephen J. Rohleder, 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 did Stephen J. Rohleder report in this Cognizant (CTSH) Form 4?

Stephen J. Rohleder reported awards of deferred stock units and restricted stock units credited as dividend equivalents. These derivative awards relate to previously outstanding equity grants and represent rights to receive shares of Cognizant Class A common stock, rather than immediate cash or stock transactions.

How many Cognizant (CTSH) units did Stephen J. Rohleder acquire?

Stephen J. Rohleder acquired 83.6180 deferred stock units and 81.9022 restricted stock units on February 26, 2026. Each unit represents a right to receive one share of Cognizant Class A common stock, tied to dividend equivalent rights on prior equity awards.

Are Stephen J. Rohleder’s Cognizant (CTSH) deferred stock units vested?

The deferred stock units reported by Stephen J. Rohleder are fully vested. Although they are vested, settlement into Cognizant Class A common stock will occur later, based on specified triggering events outlined in the company’s Non-Employee Director Compensation Guidelines.

When will Stephen J. Rohleder’s Cognizant (CTSH) restricted stock units vest?

A portion of Stephen J. Rohleder’s restricted stock units is already fully vested, while another portion will vest fully on June 3, 2026. All these units were credited as dividend equivalents on previously outstanding restricted stock unit awards.

When will Stephen J. Rohleder receive Cognizant (CTSH) shares from these units?

Stephen J. Rohleder elected to defer settlement until the first of several events: a change in control, his death or permanent disability, or the first July 1 after his termination of service. At that time, the units are settled in Cognizant Class A shares.

Do these Cognizant (CTSH) Form 4 transactions involve open-market buying or selling?

The Form 4 transactions are coded as acquisitions from grants and dividend equivalents, not open-market trades. They represent deferred stock units and restricted stock units linked to existing equity awards, rather than purchases or sales on a stock exchange.