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Cognizant (CTSH) director gains dividend-based deferred and restricted units

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

Rhea-AI Filing Summary

Cognizant Technology Solutions director Sandra S. Wijnberg reported awards of additional equity units tied to prior grants. On February 26, 2026, she acquired 23.3554 deferred stock units and 102.2002 and 14.6635 restricted stock units, all credited as dividend equivalents on previously outstanding units.

Each deferred stock unit or restricted stock unit represents the right to receive one share of Cognizant Class A common stock. Certain units are already fully vested, while one restricted stock unit grant will fully vest on June 3, 2026. Settlement of these units has been deferred under the company’s non‑employee director compensation guidelines until specified future events such as a change in control or the director’s termination of service.

Positive

  • None.

Negative

  • None.
Insider WIJNBERG SANDRA S
Role Director
Type Security Shares Price Value
Grant/Award Deferred Stock Units 23.355 $0.00 --
Grant/Award Restricted Stock Units 102.2 $0.00 --
Grant/Award Restricted Stock Units 14.664 $0.00 --
Holdings After Transaction: Deferred Stock Units — 4,621.552 shares (Direct); Restricted Stock Units — 20,223.287 shares (Direct)
Footnotes (1)
  1. Reflects deferred stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred stock units. Each deferred stock unit represents a right to receive one share of Class A Common Stock of the Company. The deferred 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 deferred 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 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 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 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) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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*
WIJNBERG SANDRA S
(Last) (First) (Middle)
C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.
300 FRANK W. BURR BLVD., STE. 36, 6 FL.
(Street)
TEANECK NJ 07666
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COGNIZANT TECHNOLOGY SOLUTIONS CORP [ CTSH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units (1) 02/26/2026 A(1) 23.3554 (2) (2) Class A Common Stock 23.3554 $0 4,621.5518 D
Restricted Stock Units (3) 02/26/2026 A(3) 102.2002 (4) (4) Class A Common Stock 102.2002 $0 20,223.287 D
Restricted Stock Units (5) 02/26/2026 A(5) 14.6635 (6) (6) Class A Common Stock 14.6635 $0 2,901.614 D
Explanation of Responses:
1. Reflects deferred stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred stock units. Each deferred stock unit represents a right to receive one share of Class A Common Stock of the Company.
2. The deferred 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 deferred 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. 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 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 Class A Common Stock of the Company.
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 Sandra S. Wijnberg, by Power of Attorney 03/02/2026
** Signature of Reporting Person Date
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Cognizant (CTSH) director Sandra Wijnberg report?

Sandra Wijnberg reported acquiring additional equity units through dividend-equivalent credits, not open-market trades. She received deferred stock units and restricted stock units that each represent rights to Class A common shares, in connection with previously granted awards under Cognizant’s non-employee director compensation guidelines.

How many equity units did Sandra Wijnberg receive in the latest Cognizant (CTSH) filing?

Sandra Wijnberg received 23.3554 deferred stock units and two restricted stock unit credits of 102.2002 and 14.6635 units. Each unit corresponds to one share of Cognizant Class A common stock, increasing the size of her previously outstanding deferred and restricted stock awards.

Are Sandra Wijnberg’s new Cognizant (CTSH) deferred stock units and RSUs fully vested?

Some of the reported units are fully vested, while one restricted stock unit grant will vest on June 3, 2026. The fully vested units arise from dividend-equivalent rights on earlier awards, and vesting terms follow Cognizant’s established non-employee director compensation guidelines for equity grants.

When will Sandra Wijnberg’s Cognizant (CTSH) equity units be settled into shares?

Settlement of the units is deferred under the company’s director compensation guidelines. They will convert into Class A common shares upon the first to occur of a change in control, the director’s death or permanent disability, or the first July 1 following termination of board service.

Do Sandra Wijnberg’s recent Cognizant (CTSH) transactions involve cash purchases or sales of stock?

No, the transactions reflect stock-based awards credited at a zero dollar price per unit. They arise from dividend-equivalent rights on existing deferred and restricted stock units rather than cash purchases or sales in the open market or through traditional buy or sell orders.