Cognizant (CTSH) director Leo Mackay awarded 4,171 deferred RSUs

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Mackay Leo S. Jr. reported acquisition or exercise transactions in this Form 4 filing.

Cognizant Technology Solutions director Leo S. Mackay Jr. received a grant of 4,171 Restricted Stock Units, each representing one share of Class A common stock. These RSUs will vest fully on June 2, 2027. He has elected to defer settlement, and any related dividend equivalents, until specified events such as a change in control or the end of his board service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mackay Leo S. Jr.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	4,171	$0.00	--

Holdings After Transaction: Restricted Stock Units — 4,171 shares (Direct, null)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company"). The RSUs will vest fully on June 2, 2027. The Reporting Person has elected, pursuant to the Company's Non-Employee Director Compensation Guidelines, to defer payment of such RSUs (and corresponding dividend equivalents, if any) 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).

Key Figures

RSUs granted: 4,171 units Shares per RSU: 1 share per unit Post‑grant RSU holdings: 4,171 units +2 more

5 metrics

RSUs granted 4,171 units Restricted Stock Units granted to director on June 2, 2026

Shares per RSU 1 share per unit Each RSU equals one share of Class A common stock

Post‑grant RSU holdings 4,171 units Total RSUs held following the reported transaction

Vesting date June 2, 2027 Date when the RSUs vest in full

Grant price $0.00 per unit Compensation award, not an open-market purchase

Key Terms

Restricted Stock Units, Class A Common Stock, dividend equivalents, change in control, +2 more

6 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

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.

Class A Common Stock financial

"receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation"

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.

dividend equivalents financial

"defer payment of such RSUs (and corresponding dividend equivalents, if any)"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

change in control financial

"until the first to occur of (1) a change in control, (2) the death"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

permanent disability financial

"the death or permanent disability of the Reporting Person"

Non-Employee Director Compensation Guidelines financial

"pursuant to the Company's Non-Employee Director Compensation Guidelines, to defer payment"

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Form 4 Insider Transactions: What Each Field Means →

06/04/2026 - 04:05 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^*

Mackay Leo S. Jr.

(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)
06/02/2026

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⁾	06/02/2026		A		4,171		⁽²⁾	⁽²⁾	Class A Common Stock	4,171	$0	4,171	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").

2. The RSUs will vest fully on June 2, 2027. The Reporting Person has elected, pursuant to the Company's Non-Employee Director Compensation Guidelines, to defer payment of such RSUs (and corresponding dividend equivalents, if any) 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 Leo S. Mackay Jr., by Power of Attorney	06/04/2026
	** 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 did Cognizant (CTSH) director Leo S. Mackay Jr. receive in this Form 4?

Leo S. Mackay Jr. received a grant of 4,171 Restricted Stock Units. Each RSU represents a contingent right to one share of Cognizant Class A common stock, reported as a compensation-related acquisition rather than an open-market purchase or sale.

How many Cognizant (CTSH) shares are covered by Leo Mackay’s new RSUs?

The grant covers 4,171 Restricted Stock Units tied to Class A common stock. After this award, his reported holdings in these RSUs total 4,171 units, reflecting a single compensation grant rather than multiple separate transactions in the period.

When do Leo Mackay’s Cognizant (CTSH) RSUs vest?

The RSUs granted to Leo Mackay will vest fully on June 2, 2027. Vesting means the units are no longer contingent, and he becomes entitled to receive the underlying Class A common shares when they are ultimately settled.

Did Leo Mackay buy or sell Cognizant (CTSH) stock in this Form 4?

This Form 4 reports a grant of 4,171 Restricted Stock Units, not an open-market buy or sell. The transaction is coded as an acquisition related to compensation, with no purchase price and no sale proceeds disclosed in the filing.

How will payment of Leo Mackay’s Cognizant (CTSH) RSUs be timed?

Payment of the RSUs, and any dividend equivalents, is deferred under Cognizant’s Non-Employee Director Compensation Guidelines. Settlement occurs upon the first of several events, including a change in control or the first July 1 after his service on the board ends.

What does each RSU represent in the Cognizant (CTSH) Form 4 filing?

Each Restricted Stock Unit represents a contingent right to receive one share of Cognizant Class A common stock. The units are not shares until vested and settled, but they track the value of the underlying stock during the vesting period.