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Cognizant (NASDAQ: CTSH) director adds RSUs from dividend equivalents and defers payout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dineen John M. reported acquisition or exercise transactions in this Form 4 filing.

Cognizant Technology Solutions director John M. Dineen reported awards of additional restricted stock units (RSUs) tied to prior grants. On 2026-05-27, he received RSUs in amounts including 18.0122, 44.3811 and 125.5958 units, each linked to Class A Common Stock on a one-for-one basis.

Footnotes explain these RSUs were received under dividend equivalent rights on previously outstanding RSUs. Some RSUs are fully vested with settlement deferred under the company’s Non-Employee Director Compensation Guidelines, while another block is scheduled to vest fully on June 3, 2026 with settlement also deferred under the same guidelines.

Positive

  • None.

Negative

  • None.
Insider Dineen John M.
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 125.596 $0.00 --
Grant/Award Restricted Stock Units 44.381 $0.00 --
Grant/Award Restricted Stock Units 18.012 $0.00 --
Holdings After Transaction: Restricted Stock Units — 20,357.907 shares (Direct, null)
Footnotes (1)
  1. 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. 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). The restricted stock units are fully vested. 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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability). 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. The restricted stock units will vest fully on June 3, 2026. 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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
RSU grant 1 18.0122 RSUs Restricted Stock Units acquired on May 27, 2026
RSU grant 2 44.3811 RSUs Restricted Stock Units acquired on May 27, 2026
RSU grant 3 125.5958 RSUs Restricted Stock Units acquired on May 27, 2026
Post-transaction RSUs block 1 2,919.6262 RSUs Total RSUs in one award series after transaction
Post-transaction RSUs block 2 7,193.7613 RSUs Total RSUs in second award series after transaction
Post-transaction RSUs block 3 20,357.9070 RSUs Total RSUs in third award series after transaction
Vesting date for one RSU grant June 3, 2026 Date when one block of RSUs vests fully
Restricted Stock Units financial
"Reflects restricted stock units received pursuant to dividend equivalent rights accrued"
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
"Reflects restricted stock units received pursuant to dividend equivalent rights accrued"
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 (the "Guidelines")"
change in control financial
"until the first to occur of (1) a change in control, (2) the death or permanent disability"
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"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Dineen John M.
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/27/2026A(1)125.5958 (2) (2)Class A Common Stock125.5958$020,357.907D
Restricted Stock Units(1)05/27/2026A(1)44.3811 (3) (3)Class A Common Stock44.3811$07,193.7613D
Restricted Stock Units(4)05/27/2026A(4)18.0122 (5) (5)Class A Common Stock18.0122$02,919.6262D
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 right to receive one share of Class A Common Stock of the Company.
2. 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).
3. The restricted stock units are fully vested. 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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
4. 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.
5. The restricted stock units will vest fully on June 3, 2026. 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) in three equal installments on July 1 in the first, second and third years 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 John M. Dineen, by Power of Attorney05/29/2026
** Signature of Reporting PersonDate
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 John M. Dineen report in this Form 4?

John M. Dineen reported awards of additional restricted stock units on May 27, 2026. These RSUs arose from dividend equivalent rights on prior grants and represent rights to receive Cognizant Class A Common Stock under the company’s director compensation guidelines.

How many restricted stock units did CTSH director John M. Dineen acquire?

He reported separate RSU acquisitions of 18.0122, 44.3811, and 125.5958 units. Each restricted stock unit corresponds to one share of Cognizant Class A Common Stock, increasing his deferred equity-based compensation rather than reflecting open-market stock purchases or sales.

Are John M. Dineen’s new Cognizant restricted stock units vested?

The filing states that certain RSUs are fully vested, while another RSU grant will vest fully on June 3, 2026. Vesting means the units are earned, although actual share settlement is deferred according to the company’s Non-Employee Director Compensation Guidelines.

When will John M. Dineen’s Cognizant RSUs be settled into shares?

Settlement of the RSUs is deferred until specific events occur. These include a change in control, the director’s death or permanent disability, or designated July 1 dates following his termination of service, as outlined in Cognizant’s Non-Employee Director Compensation Guidelines.

What are dividend equivalent rights referenced in the CTSH Form 4 footnotes?

Dividend equivalent rights provide additional RSUs when dividends are paid on underlying shares. The footnotes explain Dineen’s new RSUs reflect amounts accrued on previously outstanding restricted stock units, keeping his equity position aligned with dividend distributions without immediate cash payments.

Does this Cognizant Form 4 show any stock sales by John M. Dineen?

No sales are reported. The Form 4 shows only A-code transactions categorized as grant or award acquisitions of restricted stock units. There are no S-code or other sale transactions, indicating this filing reflects equity compensation adjustments rather than share disposals.