Cognizant (NASDAQ: CTSH) director adds RSUs, defers payout
Rhea-AI Filing Summary
COGNIZANT TECHNOLOGY SOLUTIONS CORP (CTSH) reported that director John M. Dineen received several awards of restricted stock units (RSUs) on Class A Common Stock on 2026-08-25. These RSUs were credited as dividend equivalent rights on previously outstanding RSUs and are recorded as acquisitions, not open-market purchases.
The reporting shows three RSU credits: 106.5353 RSUs, 52.9246 RSUs, and 21.8273 RSUs. For the first two awards, the RSUs are fully vested, with settlement deferred under Cognizant’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 post-termination July 1 dates.
The third award of 21.8273 RSUs represents a contingent right that will fully vest on June 2, 2027, with settlement also deferred under the Guidelines to the first of a change in control, the director’s death or permanent disability, or three equal July 1 installments after service termination. No sales or option exercises are reported in this filing.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Dineen John M.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units F1, F2 | 106.5353 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units F1, F3 | 52.9246 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units F4, F5 | 21.8273 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Units — 34,823.5817 shares (Direct)
Footnotes (5)
- 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.
- 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) the first July 1 following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
- 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) 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).
- 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 Class A Common Stock of the Company.
- 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) 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).
Key Figures
RSUs acquired (fully vested block 1): 106.5353 restricted stock units
RSUs acquired (fully vested block 2): 52.9246 restricted stock units
RSUs acquired (contingent vesting): 21.8273 restricted stock units
+1 more
4 metrics
RSUs acquired (fully vested block 1)
106.5353 restricted stock units
Restricted stock units credited on 2026-08-25 via dividend equivalent rights, fully vested with deferred settlement
RSUs acquired (fully vested block 2)
52.9246 restricted stock units
Restricted stock units credited on 2026-08-25 via dividend equivalent rights, fully vested with deferred settlement
RSUs acquired (contingent vesting)
21.8273 restricted stock units
Restricted stock units credited on 2026-08-25, vesting fully on June 2, 2027, with deferred settlement
Derivative transactions reported
3 derivative transactions
All transactions are RSU acquisitions reported as derivative-type entries on 2026-08-25
Key Terms
restricted stock units, dividend equivalent rights, change in control, permanent disability, +1 more
5 terms
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.
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.
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"
termination of service financial
"following the date of the Reporting Person's termination of service (other than"
FAQ
What insider transactions did CTSH director John M. Dineen report on this Form 4?
The filing shows three acquisitions of restricted stock units on 2026-08-25: 106.5353 RSUs, 52.9246 RSUs, and 21.8273 RSUs, all tied to dividend equivalent rights on previously outstanding Cognizant Class A Common Stock RSUs.
Were the Cognizant (CTSH) RSUs granted to John M. Dineen fully vested?
Two RSU awards of 106.5353 and 52.9246 units are disclosed as fully vested. A third award of 21.8273 RSUs represents a contingent right that will vest fully on June 2, 2027.
Are the RSUs in this Cognizant (CTSH) Form 4 settled immediately?
No. John M. Dineen elected under Cognizant’s Non-Employee Director Compensation Guidelines to defer settlement of these RSUs until the first of a change in control, death or permanent disability, or specified post-termination July 1 dates or installments.
What does each RSU represent in the Cognizant (CTSH) Form 4 for John M. Dineen?
For the first two transactions, each restricted stock unit represents a right to receive one share of Class A Common Stock of Cognizant. For the third, each RSU represents a contingent right to receive one share, vesting fully on June 2, 2027.
What triggered the RSU credits reported by John M. Dineen at Cognizant (CTSH)?
The Form 4 states that the RSUs reflect dividend equivalent rights accrued on previously outstanding restricted stock units. These credits are tied to dividends on Cognizant’s Class A Common Stock, not new cash purchases by the director.
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