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Cognizant (CTSH) director Eric Branderiz receives additional RSU awards

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

Rhea-AI Filing Summary

COGNIZANT TECHNOLOGY SOLUTIONS CORP director Eric Branderiz reported grants of additional restricted stock units (RSUs) tied to prior awards. On May 27, 2026, he acquired 18.0122 RSUs and 50.5380 RSUs through dividend equivalent rights on previously outstanding RSUs, each representing one share of Class A Common Stock.

The 18.0122 RSUs are fully vested, and Branderiz has elected to defer receiving the underlying shares until specific future events, such as a change in control or certain post‑service dates. The 50.5380 RSUs will vest fully on June 3, 2026, with settlement of the shares also deferred under the company’s Non-Employee Director Compensation Guidelines. Following these awards, the filing shows updated RSU balances of 2,919.6262 units and 8,191.7390 units in the respective award categories.

Positive

  • None.

Negative

  • None.
Insider Branderiz Eric
Role null
Type Security Shares Price Value
Grant/Award Restricted Stock Units 50.538 $0.00 --
Grant/Award Restricted Stock Units 18.012 $0.00 --
Holdings After Transaction: Restricted Stock Units — 8,191.739 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) 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 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 RSUs Grant via dividend equivalent rights on May 27, 2026
RSUs granted (lot 2) 50.5380 RSUs Grant via dividend equivalent rights on May 27, 2026
RSU balance (award 1) 2,919.6262 RSUs Total RSUs following transaction in first award line
RSU balance (award 2) 8,191.7390 RSUs Total RSUs following transaction in second award line
Vesting date (second grant) June 3, 2026 Full vesting date for 50.5380 RSUs
Transaction code Code A Classified as grant, award, or other acquisition
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
"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
"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"
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
"(2) the death or permanent disability of the Reporting Person, or (3) in three equal installments"
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)
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)50.538 (2) (2)Class A Common Stock50.538$08,191.739D
Restricted Stock Units(3)05/27/2026A(3)18.0122 (4) (4)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) 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. 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.
4. 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 Eric Branderiz, 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 Eric Branderiz report on this Form 4?

Eric Branderiz reported receiving additional restricted stock units (RSUs) in Cognizant. The RSUs were granted as dividend equivalent rights on previously outstanding RSUs, increasing his deferred equity-based compensation rather than reflecting an open-market stock purchase or sale.

How many Cognizant (CTSH) RSUs did Eric Branderiz acquire in this filing?

Branderiz acquired 18.0122 restricted stock units and 50.5380 restricted stock units. Both grants stem from dividend equivalent rights on prior RSU awards, with each RSU representing the right to receive one share of Cognizant’s Class A Common Stock at settlement.

Are the new Cognizant (CTSH) RSUs for Eric Branderiz vested?

One RSU grant of 18.0122 units is fully vested, while the 50.5380-unit grant will vest fully on June 3, 2026. Despite vesting status, settlement of the underlying Cognizant Class A Common Stock is deferred under the company’s Non-Employee Director Compensation Guidelines.

How do the Cognizant (CTSH) RSUs in this Form 4 settle for Eric Branderiz?

Both RSU grants settle in Cognizant Class A Common Stock, but only upon specific future events. These include a change in control, death or permanent disability, or scheduled July 1 installments after Branderiz’s termination of service, as outlined in the company’s director compensation guidelines.

Did Eric Branderiz buy or sell Cognizant (CTSH) shares in the market?

The filing shows no open-market buys or sells of Cognizant shares. Instead, Branderiz received RSUs as equity compensation through dividend equivalent rights, classified as grant or award acquisitions, with no transaction price per share reported for these entries.

What are Eric Branderiz’s Cognizant (CTSH) RSU balances after these grants?

After these transactions, one RSU line shows 2,919.6262 units and another shows 8,191.7390 units. These figures represent updated RSU balances associated with the respective award categories reported in the Form 4, rather than direct holdings of already-settled common shares.