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Cognizant (NASDAQ: CTSH) director logs dividend RSUs, no sales

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

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that director Eric Branderiz received three grants of restricted stock units (RSUs) on August 25, 2026, all acquired through dividend equivalent rights on previously outstanding RSUs. Two RSU lots, covering 42.8683 and 15.2788 underlying Class A shares, are fully vested with settlement deferred under the company’s Non-Employee Director Compensation Guidelines until specified events such as a change in control or post-termination dates. A third lot covering 21.8273 shares will fully vest on June 2, 2027, with settlement also deferred under the same guidelines.

Positive

  • None.

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Insider Branderiz Eric
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2 42.8683 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F3 15.2788 $0.00 $0.00
Grant/Award Restricted Stock Units F4, F5 21.8273 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 15,362.3396 shares (Direct)
Footnotes (5)
  1. F1. 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. F2. 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) 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).
  3. F3. 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) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
  4. F4. 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.
  5. F5. The restricted stock units will vest fully on June 2, 2027. 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 acquired (lot 1) 42.8683 restricted stock units Fully vested RSUs via dividend equivalent rights, granted August 25, 2026
RSUs acquired (lot 2) 15.2788 restricted stock units Fully vested RSUs via dividend equivalent rights, granted August 25, 2026
RSUs acquired (lot 3) 21.8273 restricted stock units RSUs via dividend equivalent rights, vesting fully on June 2, 2027
Vesting date (lot 3) June 2, 2027 Date when the third RSU lot will become fully vested
Transaction date August 25, 2026 Date of all three RSU acquisitions reported on Form 4
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.
Restricted Stock Units financial
"Reflects restricted stock units received pursuant to dividend equivalent rights"
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.
Non-Employee Director Compensation Guidelines financial
"pursuant to the Company's Non-Employee Director Compensation Guidelines"
change in control financial
"until the first to occur of (1) a change in control, (2) the death"
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, or (3) the first July 1"
defer settlement financial
"has elected, pursuant to the Company's Guidelines, to defer settlement of such"

FAQ

What did CTSH director Eric Branderiz report acquiring on August 25, 2026?
He reported three grants of restricted stock units (RSUs), all acquired via dividend equivalent rights on previously outstanding RSUs, covering 42.8683, 15.2788 and 21.8273 underlying shares of Class A Common Stock.

Are the new CTSH RSUs reported by Eric Branderiz vested?
Two RSU lots covering 42.8683 and 15.2788 shares are fully vested. A third lot covering 21.8273 shares will vest fully on June 2, 2027, as disclosed in the filing footnotes.

How were the CTSH RSUs received by Eric Branderiz generated?
They reflect restricted stock units received pursuant to dividend equivalent rights that accrued on previously outstanding RSUs. Each RSU represents a right or contingent right to receive one share of Cognizant’s Class A Common Stock.

When will the vested CTSH RSUs for Eric Branderiz be settled?
Settlement is deferred under the company’s Non-Employee Director Compensation Guidelines until the first to occur of a change in control, the director’s death or permanent disability, or specified July 1 dates following termination of service, depending on the RSU lot.

Does this CTSH Form 4 show any sales or disposals by Eric Branderiz?
No. The Form 4 reports only acquisitions of restricted stock units through dividend equivalent rights. There are no sales or dispositions reported in this filing.

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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*
Branderiz Eric
(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)
08/25/2026		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)08/25/2026A(1)42.8683 (2) (2)Class A Common Stock42.8683$08,234.6073D
Restricted Stock Units(1)08/25/2026A(1)15.2788 (3) (3)Class A Common Stock15.2788$02,934.905D
Restricted Stock Units(4)08/25/2026A(4)21.8273 (5) (5)Class A Common Stock21.8273$04,192.8273D
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) 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).
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) the first July 1 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 the Company's Class A Common Stock.
5. The restricted stock units will vest fully on June 2, 2027. 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 Eric Branderiz, by Power of Attorney08/27/2026
** 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