Cognizant (NASDAQ: CTSH) director gets more RSUs from dividend equivalents
Rhea-AI Filing Summary
COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that director Leo S. Mackay Jr. acquired additional equity-based awards on August 25, 2026 through dividend equivalents. He received 24.7194 deferred restricted stock units, bringing his deferred RSU balance to 4,748.3409 units, each representing one share of Class A common stock and settling upon his termination of board service. He also received 33.5156 fully vested restricted stock units and 21.8273 restricted stock units that will fully vest on June 2, 2027, all of which he has elected to defer for settlement until specified events under the company’s Non-Employee Director Compensation Guidelines, including a change in control or the first July 1 following his board service termination.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Mackay Leo S. Jr.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Deferred Restricted Stock Units F1, F2 | 24.7194 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units F3, F4 | 33.5156 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units F5, F6 | 21.8273 | $0.00 | $0.00 |
Holdings After Transaction:
Deferred Restricted Stock Units — 4,748.3409 shares (Direct);
Restricted Stock Units — 10,630.8596 shares (Direct)
Footnotes (6)
- F1. 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.
- F2. The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board.
- F3. 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.
- F4. 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).
- F5. 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.
- F6. The restricted stock units will vest fully on June 2, 2027. 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).
Key Figures
Deferred restricted stock units acquired: 24.7194 units
Deferred restricted stock units following transaction: 4,748.3409 units
Fully vested restricted stock units from dividend equivalents: 33.5156 units
+2 more
5 metrics
Deferred restricted stock units acquired
24.7194 units
Dividend equivalent rights credited on August 25, 2026
Deferred restricted stock units following transaction
4,748.3409 units
Balance after August 25, 2026 award
Fully vested restricted stock units from dividend equivalents
33.5156 units
RSUs credited August 25, 2026
Unvested restricted stock units from dividend equivalents
21.8273 units
RSUs scheduled to vest fully on June 2, 2027
Settlement price per unit
$0.0000 per unit
Reported for all three RSU and deferred RSU transactions
Key Terms
Deferred Restricted Stock Units, dividend equivalent rights, Non-Employee Director Compensation Guidelines, change in control, +1 more
5 terms
Deferred Restricted Stock Units financial
"Reflects deferred restricted stock units received pursuant to dividend equivalent rights"
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
"received pursuant to dividend equivalent rights accrued on previously outstanding"
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.
Non-Employee Director Compensation Guidelines financial
"pursuant to the Company's Non-Employee Director Compensation Guidelines"
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, or (3) the first July 1"
FAQ
What insider equity awards were reported at CTSH for Leo S. Mackay Jr. on August 25, 2026?
On August 25, 2026, Leo S. Mackay Jr. received 24.7194 deferred RSUs, 33.5156 fully vested RSUs, and 21.8273 RSUs that vest on June 2, 2027, each representing one share of Cognizant Class A common stock.
How many deferred restricted stock units does Leo S. Mackay Jr. hold at CTSH after these transactions?
After the August 25, 2026 transaction, Leo S. Mackay Jr. holds 4,748.3409 deferred restricted stock units, each representing a right to receive one share of Cognizant Class A common stock upon his termination of service from the board.
What is the source of the new RSUs reported for CTSH director Leo S. Mackay Jr.?
The new units reflect dividend equivalent rights accrued on previously outstanding deferred restricted stock units and restricted stock units. These dividend equivalents were credited as additional RSUs and deferred RSUs, each convertible into one share of Cognizant Class A common stock.
When do the newly granted CTSH restricted stock units for Leo S. Mackay Jr. vest and settle?
One RSU grant of 21.8273 units will fully vest on June 2, 2027. Settlement of the fully vested RSUs and these RSUs is deferred until the earliest of a change in control, death or permanent disability, or the first July 1 following his termination of board service.
Are the August 25, 2026 CTSH insider transactions by Leo S. Mackay Jr. open-market purchases or sales?
No. The filing reports grant or award acquisitions of deferred restricted stock units and restricted stock units at a stated price of $0.0000 per unit, arising from dividend equivalent rights, rather than open-market purchases or sales.
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