Cognizant (NASDAQ: CTSH) director gets 2,919 shares and 4,171 new RSUs
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
2,919 shares exercised/converted
Mixed
5 txns
Insider
Patsalos-Fox Michael
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,919 | $0.00 | -- |
| Disposition | Restricted Stock Units | 0.626 | $55.14 | $34.53 |
| Exercise | Class A Common Stock | 2,919 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 4,171 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0.626 shares (Direct, null);
Class A Common Stock — 32,648 shares (Direct, null);
Class A Common Stock — 6,775 shares (Indirect, PFOXFAMILY LLC)
Footnotes (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. Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock. 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. The RSUs will vest fully on June 2, 2027. 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. 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
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.
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.
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.