Cognizant (NASDAQ: CTSH) director receives dividend-linked RSU grant

Rhea-AI Filing Summary

Cognizant Technology Solutions director Joseph M. Velli reported an automatic award of restricted stock units tied to dividend equivalents. On February 26, 2026, he acquired 14.6635 restricted stock units, bringing his directly held restricted stock units to 2,901.6140. These units, each representing one share of Class A common stock, will vest in full on June 3, 2026.

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

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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 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
Restricted Stock Units	(1)	02/26/2026		A(1)		14.6635		(2)	(2)	Class A Common Stock	14.6635	$0	2,901.614	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	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.
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FAQ

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

Joseph M. Velli reported receiving 14.6635 restricted stock units on February 26, 2026. The award arose from dividend equivalent rights on previously granted units, increasing his directly held restricted stock units to 2,901.6140 after the transaction.

How many Cognizant (CTSH) restricted stock units does Joseph M. Velli hold after this Form 4?

After the reported transaction, Joseph M. Velli directly holds 2,901.6140 restricted stock units. This reflects the addition of 14.6635 units credited through dividend equivalent rights tied to earlier restricted stock unit grants.

When do Joseph M. Velli’s new Cognizant (CTSH) restricted stock units vest?

The newly credited restricted stock units will vest fully on June 3, 2026. Once vested, each restricted stock unit represents a contingent right to receive one share of Cognizant Class A common stock, subject to the plan’s terms.

What is the nature of the Cognizant (CTSH) award reported by Joseph M. Velli?

The filing shows a grant classified as a restricted stock unit acquisition. The 14.6635 units reflect dividend equivalent rights accruing on previously outstanding restricted stock units rather than an open market transaction or cash purchase.

Does Joseph M. Velli’s Form 4 for Cognizant (CTSH) indicate a stock sale?

No, the Form 4 reflects an acquisition of 14.6635 restricted stock units, not a sale. The transaction is coded as a grant or other acquisition linked to dividend equivalent rights on existing restricted stock unit awards.