Cognizant director receives 2,919 shares from RSUs

COGNIZANT TECHNOLOGY SOLUTIONS CORP director Michael Patsalos-Fox reported equity compensation activity involving restricted stock units and common shares.

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Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP director Michael Patsalos-Fox reported equity compensation activity involving restricted stock units and common shares. On June 3, 2026, 2,919 RSUs vested into 2,919 shares of Class A Common Stock, increasing his direct holdings to 32,648 shares. A small fractional RSU amount of 0.6262 was canceled, with cash paid in lieu of the related fractional share at $55.14 per share. Separately, on June 2, 2026, he received a new grant of 4,171 RSUs that will vest fully on June 2, 2027, each RSU representing one share of Class A Common Stock. In addition to his direct holdings, 6,775 shares of Class A Common Stock are held indirectly through PFOXFAMILY LLC, whose membership interests are owned by a trust for his children.

Insider Trade Summary

2,919 shares exercised/converted

Exercise 5 txns

Insider Patsalos-Fox Michael

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,919	$0.00	$0.00
Disposition	Restricted Stock Units	0.6262	$55.14	$34.53
Exercise	Class A Common Stock	2,919	$0.00	$0.00
Grant/Award	Restricted Stock Units	4,171	$0.00	$0.00
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 4,171 contracts (Direct); Class A Common Stock — 32,648 shares (Direct); Class A Common Stock — 6,775 shares (Indirect, PFOXFAMILY LLC)

Footnotes (6)

F1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately.
F2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
F3. All of the membership interests of the PFOXFAMILY LLC are held by a trust for the benefit of the reporting person's children and for which the reporting person's spouse is the co-trustee.
F4. The RSUs will vest fully on June 2, 2027.
F5. 2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026.
F6. Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.

Key Figures

Shares from RSU vesting: 2,919 shares Fractional RSU canceled: 0.6262 RSUs Price for fractional share: $55.14 per share +5 more

8 metrics

Shares from RSU vesting 2,919 shares Class A Common Stock received on June 3, 2026

Fractional RSU canceled 0.6262 RSUs Cash paid in lieu at $55.14 per share

Price for fractional share $55.14 per share Cash in lieu of fractional share related to RSUs

New RSU grant 4,171 RSUs Granted June 2, 2026, vesting June 2, 2027

Direct common shares after transactions 32,648 shares Class A Common Stock held directly after June 3, 2026

Indirect common shares 6,775 shares Class A Common Stock held via PFOXFAMILY LLC

Original RSUs granted 2,863 RSUs Granted June 3, 2025, later vested June 3, 2026

RSU vesting date June 2, 2027 Full vesting date for the 4,171 RSU grant

Key Terms

Restricted Stock Units, dividend equivalent rights, Disposition to issuer, contingent right, +1 more

5 terms

Restricted Stock Units financial

"Shares of Class A Common Stock ... received in connection with the vesting of 100% of the restricted stock unit ("RSU") award"

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.

dividend equivalent rights financial

"and the related RSUs received pursuant to dividend equivalent rights"

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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

contingent right financial

"Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock."

indirect financial

"All of the membership interests of the PFOXFAMILY LLC are held by a trust"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Cognizant (CTSH) director Michael Patsalos-Fox report in this Form 4?

He reported RSU vesting into common shares, a new RSU grant, and indirect share holdings. These transactions are compensation-related and do not reflect open-market buying or selling activity.

How many Cognizant (CTSH) shares did Michael Patsalos-Fox receive from RSU vesting?

He received 2,919 shares of Class A Common Stock upon the full vesting of an RSU award and related dividend-equivalent RSUs. This increased his direct ownership to 32,648 common shares.

What new restricted stock units did Michael Patsalos-Fox receive from Cognizant (CTSH)?

He was granted 4,171 restricted stock units, each representing one share of Class A Common Stock. These RSUs will vest fully on June 2, 2027, under Cognizant’s 2023 Incentive Award Plan.

Why was a fractional Cognizant (CTSH) RSU position canceled in this Form 4?

A fractional RSU amount of 0.6262 was canceled, with cash paid instead of issuing a fractional share. This was done in line with the company’s incentive plan, which delivers only whole shares.

How many Cognizant (CTSH) shares does Michael Patsalos-Fox hold indirectly?

He has indirect ownership of 6,775 Class A Common shares held by PFOXFAMILY LLC. All membership interests in that LLC are held by a trust benefiting his children, with his spouse serving as co-trustee.

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

No, the reported transactions involve RSU vesting, RSU grants, and a fractional share cash adjustment. There are no open-market purchases or sales of Cognizant shares disclosed in this Form 4.

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Accepted by SEC EDGAR 06/04/2026 - 04:03 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^*

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)

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)
Class A Common Stock	06/03/2026		M		2,919⁽¹⁾	A	⁽²⁾	32,648	D
Class A Common Stock								6,775	I	PFOXFAMILY LLC⁽³⁾

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	⁽²⁾	06/02/2026		A		4,171		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,171	$0	4,171	D
Restricted Stock Units	⁽²⁾	06/03/2026		M			2,919	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,919	$0	0.6262	D
Restricted Stock Units	⁽²⁾	06/03/2026		D			0.6262⁽⁶⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	0.6262	$55.14	0	D

Explanation of Responses:

1. Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately.

2. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.

3. All of the membership interests of the PFOXFAMILY LLC are held by a trust for the benefit of the reporting person's children and for which the reporting person's spouse is the co-trustee.

4. The RSUs will vest fully on June 2, 2027.

5. 2,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026.

6. Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.

Remarks:

	/s/ Melissa Glass, on behalf of Michael Patsalos-Fox, 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