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Cognizant (CTSH) director Patsalos-Fox granted new restricted and deferred stock units

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

Rhea-AI Filing Summary

Cognizant Technology Solutions director Michael Patsalos-Fox received additional stock-based awards tied to dividend equivalents. He acquired 18.0122 restricted stock units and 36.0748 deferred restricted stock units, each representing one share of Class A Common Stock. The deferred RSUs are fully vested and settle upon his Board service ending, while the new RSUs vest fully on June 3, 2026.

Positive

  • None.

Negative

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Insider Patsalos-Fox Michael
Role null
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 36.075 $0.00 --
Grant/Award Restricted Stock Units 18.012 $0.00 --
Holdings After Transaction: Deferred Restricted Stock Units — 5,847.395 shares (Direct, null); Restricted Stock Units — 2,919.626 shares (Direct, null)
Footnotes (1)
  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. The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board. 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. The restricted stock units will vest fully on June 3, 2026.
Restricted stock units granted 18.0122 units Granted on May 27, 2026 as dividend equivalents
Deferred restricted stock units granted 36.0748 units Granted on May 27, 2026 as dividend equivalents
RSU balance after transaction 2,919.6262 units Restricted stock units following May 27, 2026 award
Deferred RSU balance after transaction 5,847.3945 units Deferred restricted stock units following May 27, 2026 award
RSU vesting date June 3, 2026 New restricted stock units vest fully on this date
Deferred RSU settlement trigger Board service termination Fully vested deferred units settle upon Board service ending
Restricted Stock Units financial
"Reflects restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units."
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.
Deferred Restricted Stock Units financial
"Reflects deferred restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred restricted stock units."
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
dividend equivalent rights financial
"Reflects deferred restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred 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.
fully vested financial
"The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board."
settled upon the Reporting Person's termination of service financial
"The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board."
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Form 4 Insider Transactions: What Each Field Means →
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*
Patsalos-Fox Michael
(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)
05/27/2026		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
Deferred Restricted Stock Units(1)05/27/2026A(1)36.0748 (2) (2)Class A Common Stock36.0748$05,847.3945D
Restricted Stock Units(3)05/27/2026A(3)18.0122 (4) (4)Class A Common Stock18.0122$02,919.6262D
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 contingent right to receive one share of the Company's Class A Common Stock.
4. The restricted stock units will vest fully on June 3, 2026.
Remarks:
/s/ Melissa Glass, on behalf of Michael Patsalos-Fox, by Power of Attorney05/29/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cognizant (CTSH) director Michael Patsalos-Fox report?

He reported awards of additional stock units, not open-market trades. These included restricted stock units and deferred restricted stock units granted as dividend equivalents on existing awards, increasing his stock-based compensation exposure to Cognizant.

How many restricted stock units did Michael Patsalos-Fox receive at Cognizant (CTSH)?

He received 18.0122 restricted stock units, each tied to one share of Class A Common Stock. These units were issued as dividend equivalents on previously outstanding RSUs and will vest fully on June 3, 2026, subject to standard conditions.

What are the deferred restricted stock units reported by Cognizant (CTSH) director Patsalos-Fox?

He received 36.0748 deferred restricted stock units credited as dividend equivalents on prior deferred RSUs. Each unit represents one share of Class A Common Stock and is fully vested, settling in shares when his service on Cognizant’s Board ends.

When will Michael Patsalos-Fox’s Cognizant (CTSH) restricted stock units vest or settle?

The 18.0122 restricted stock units vest fully on June 3, 2026. The 36.0748 deferred restricted stock units are already fully vested and will be settled in Class A Common Stock upon his termination of service from Cognizant’s Board.

Did Michael Patsalos-Fox buy or sell Cognizant (CTSH) stock in the market?

No open-market buys or sells were reported. The Form 4 shows grant-type acquisitions of restricted and deferred restricted stock units as dividend equivalents, reflecting compensation-related awards rather than discretionary trading in Cognizant shares.