Cognizant (CTSH) Form 4: Director Reports Deferred Stock and RSU Grants
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Deferred Stock Units | 70.607 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 54.082 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 15.076 | $0.00 | -- |
Footnotes (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).
