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Cognizant (NASDAQ: CTSH) director adds RSU and deferred RSU awards

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

Rhea-AI Filing Summary

Cognizant Technology Solutions director Leo S. Mackay Jr. reported routine equity compensation activity. On May 27, 2026, he received small grants of restricted stock units and deferred restricted stock units as dividend equivalent rights on previously outstanding awards.

The transactions cover 18.0122 restricted stock units, 21.4996 restricted stock units, and 29.1417 deferred restricted stock units, each representing the right to receive one share of Class A Common Stock. These units are described as fully vested or scheduled to vest by June 3, 2026, with settlement generally deferred until he leaves the board or upon certain trigger events.

Following these awards, Mackay directly holds a total of 4723.6215 restricted and deferred restricted stock units tied to Cognizant Class A Common Stock. The filing shows no open-market purchases or sales, only compensation-related acquisitions of stock-based units.

Positive

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Negative

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Insider Mackay Leo S. Jr.
Role null
Type Security Shares Price Value
Grant/Award Deferred Restricted Stock Units 29.142 $0.00 --
Grant/Award Restricted Stock Units 21.5 $0.00 --
Grant/Award Restricted Stock Units 18.012 $0.00 --
Holdings After Transaction: Deferred Restricted Stock Units — 4,723.622 shares (Direct, null); Restricted Stock Units — 3,484.891 shares (Direct, null)
Footnotes (1)
  1. 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. The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board. 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). 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. 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) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
RSUs granted (lot 1) 18.0122 units Restricted Stock Units granted May 27, 2026
RSUs granted (lot 2) 21.4996 units Restricted Stock Units granted May 27, 2026
Deferred RSUs granted 29.1417 units Deferred Restricted Stock Units granted May 27, 2026
Total RSU/DRSU holdings 4723.6215 units Direct holdings after latest transactions
Transaction count 3 derivative grants All coded A for grant/award acquisition
Vesting date June 3, 2026 Full vesting date for one RSU grant
Deferred restricted stock units financial
"Reflects deferred restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred restricted stock units."
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
"Reflects restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding restricted stock units."
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
"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..."
change in control financial
"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..."
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.
Class A Common Stock financial
"Each deferred restricted stock unit represents a right to receive one share of Class A Common Stock of the Company."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
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*
Mackay Leo S. Jr.
(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
Deferred Restricted Stock Units(1)05/27/2026A(1)29.1417 (2) (2)Class A Common Stock29.1417$04,723.6215D
Restricted Stock Units(3)05/27/2026A(3)21.4996 (4) (4)Class A Common Stock21.4996$03,484.8905D
Restricted Stock Units(5)05/27/2026A(5)18.0122 (6) (6)Class A Common Stock18.0122$02,919.6262D
Explanation of Responses:
1. 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.
2. The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board.
3. 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.
4. 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).
5. 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.
6. 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) the first July 1 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 Leo S. Mackay Jr., 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 insider transactions did CTSH director Leo S. Mackay Jr. report?

Leo S. Mackay Jr. reported grants of restricted and deferred restricted stock units as dividend equivalents. These awards increase his right to receive Cognizant Class A Common Stock through equity compensation, without any open-market share purchases or sales disclosed in this filing.

How many restricted stock units did Leo S. Mackay Jr. receive in the latest CTSH Form 4?

He received 18.0122 restricted stock units and an additional 21.4996 restricted stock units, plus 29.1417 deferred restricted stock units. Each unit represents the right to receive one share of Cognizant Class A Common Stock under the company’s director compensation programs.

Are the Cognizant deferred restricted stock units for Leo S. Mackay Jr. vested and when are they settled?

The deferred restricted stock units are reported as fully vested and will be settled when his board service ends. Settlement occurs upon termination from the board, subject to events like change in control, death, permanent disability, or a specified July 1 date under company guidelines.

When do Leo S. Mackay Jr.’s new Cognizant restricted stock units vest?

One group of restricted stock units will vest fully on June 3, 2026, according to the disclosure. Mackay has elected to defer settlement of these units under Cognizant’s Non-Employee Director Compensation Guidelines until certain events, such as a change in control or end of board service.

What is Leo S. Mackay Jr.’s total Cognizant RSU and deferred RSU holding after these transactions?

After the reported transactions, Mackay directly holds 4723.6215 restricted and deferred restricted stock units. Each unit corresponds to a right to receive one share of Cognizant Class A Common Stock, reflecting his accumulated equity-based director compensation.