[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Stephen J. Rohleder, a director of Cognizant Technology Solutions Corp. (CTSH), reported acquisition of equity-linked units on 08/26/2025 that increase his beneficial ownership in three classes of awards. He received 70.6066 deferred stock units (now totaling 16,396.656 DSUs), 54.0816 restricted stock units (totaling 12,559.1318 RSUs, fully vested) and 15.0762 restricted stock units (totaling 3,501.0762 RSUs that vest on June 3, 2026). The vested units were received pursuant to dividend equivalent rights and each unit represents a right to one share of Class A common stock. The reporting person has elected to defer settlement of the units under the company’s Non-Employee Director Compensation Guidelines. The Form 4 was signed by power of attorney on 08/28/2025.

Positive

• Director increased equity exposure through acquisition of deferred stock units and restricted stock units, aligning his interests with shareholders
• Majority of units are fully vested and the reporting person elected deferral, indicating retention of economic rights while delaying settlement

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation recorded as stock-linked awards; no material governance event disclosed.

The filing documents standard non-employee director compensation mechanics: dividend-equivalent accruals converted into deferred stock units and restricted stock units, with the director electing deferral under established Guidelines. Two award tranches are fully vested and one tranche remains time-vesting to 06/03/2026. No cash consideration was paid and no disposition or change in control trigger is reported. This is a regular disclosure of equity-based compensation and does not by itself indicate governance changes or material corporate actions.

Compensation Analyst

TL;DR: Director acquired additional equity-linked units via dividend equivalents, modestly increasing share exposure while preserving deferral elections.

The report quantifies incremental units: 70.6066 DSUs, 54.0816 vested RSUs and 15.0762 RSUs vesting in 2026, increasing beneficial ownership to 16,396.656 DSUs, 12,559.1318 RSUs and 3,501.0762 RSUs respectively. Awards were issued at $0 price as dividend equivalents, consistent with compensation practice. The deferral election maintains timing flexibility of settlement, which affects liquidity timing but not immediate dilution materially. From a pay-structure view, this aligns with standard director equity retention and deferred compensation design.

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
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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^*

ROHLEDER STEPHEN J

(Last) (First) (Middle)

C/O COGNIZANT TECHNOLOGY SOLUTIONS CORP.

300 FRANK W. BURR BLVD., STE 36, 6TH 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)
08/26/2025

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)	08/26/2025		A(1)		70.6066		(2)	(2)	Class A Common Stock	70.6066	$0	16,396.656	D
Restricted Stock Units	(3)	08/26/2025		A(3)		54.0816		(4)	(4)	Class A Common Stock	54.0816	$0	12,559.1318	D
Restricted Stock Units	(5)	08/26/2025		A(5)		15.0762		(6)	(6)	Class A Common Stock	15.0762	$0	3,501.0762	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/ Kelli Arman, on behalf of Stephen J. Rohleder, by Power of Attorney	08/28/2025
	** 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.

FAQ

What did Stephen J. Rohleder report on Form 4 for CTSH?

He reported acquisitions on 08/26/2025 of 70.6066 deferred stock units, 54.0816 restricted stock units (vested) and 15.0762 restricted stock units (vesting 06/03/2026).

Do the reported units represent actual shares of CTSH?

Each deferred stock unit and restricted stock unit represents a right to receive one share of Class A common stock upon settlement.

Were any shares sold or disposed of in this filing?

No; the Form 4 shows acquisitions of units and does not report any dispositions.

Was there any cash paid for these units?

No cash price is reported; the units were recorded at $0 as they were issued pursuant to dividend equivalent rights.

When will the unvested restricted stock units vest?

The unvested restricted stock units are set to vest fully on June 3, 2026.