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Cognizant (CTSH) Insider Filing: 12.38 RSUs Awarded to Director

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

Rhea-AI Filing Summary

Joseph M. Velli, a director of Cognizant Technology Solutions Corp. (CTSH), received 12.3818 restricted stock units (RSUs) on 08/26/2025 as dividend equivalent rights on previously outstanding RSUs. Each RSU represents a contingent right to one share of Class A common stock. Following the award, Mr. Velli beneficially owns 2,875.3818 shares (direct). The newly granted RSUs carry no cash price and are scheduled to vest in full on June 3, 2026.

Positive

  • Director received additional equity alignment via 12.3818 RSUs, which may further align interests with shareholders
  • Clear vesting schedule disclosed: RSUs vest fully on June 3, 2026, providing transparency on timing of potential share issuance

Negative

  • None.

Insights

TL;DR: Routine dividend-equivalent award to a director increases direct holdings modestly and vests next year.

The filing documents a non-cash grant of 12.3818 restricted stock units arising from accrued dividend equivalents on existing RSUs. This is a standard compensation-related issuance to a director and does not reflect an open-market purchase or sale. The award increases direct beneficial ownership to 2,875.3818 shares and vests on June 3, 2026, aligning with typical long-term incentive practices.

TL;DR: Small, routine grant with limited immediate market impact; future share delivery contingent on vesting.

The transaction code indicates acquisition via grant rather than market activity. The size of the award (12.3818 RSUs) is immaterial relative to total outstanding shares and the filing shows no exercise price. Shares are contingent until vesting, so any impact on outstanding shares or dilution awaits settlement upon vest date.

Insider VELLI JOSEPH M
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 12.382 $0.00 --
Holdings After Transaction: Restricted Stock Units — 2,875.382 shares (Direct)
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 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.
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*
VELLI JOSEPH M
(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)
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
Restricted Stock Units (1) 08/26/2025 A(1) 12.3818 (2) (2) Class A Common Stock 12.3818 $0 2,875.3818 D
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 contingent right to receive one share of Class A Common Stock of the Company.
2. The restricted stock units will vest fully on June 3, 2026.
Remarks:
/s/ Kelli Arman, on behalf of Joseph M. Velli, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What change in ownership did Joseph M. Velli report on the Form 4 for CTSH?

The Form 4 reports receipt of 12.3818 restricted stock units, increasing his beneficial ownership to 2,875.3818 shares (direct).

When were the RSUs reported for CTSH granted and when do they vest?

The RSUs were reported with a transaction date of 08/26/2025 and are scheduled to vest fully on June 3, 2026.

Did the Form 4 show any cash paid for the RSUs for CTSH?

No cash price was reported; the RSUs were issued as dividend equivalent rights on previously outstanding restricted stock units and show a price of $0.

What is the nature of the securities reported in the Form 4 for CTSH?

The filing concerns Restricted Stock Units (RSUs), each representing a contingent right to receive one share of Class A common stock upon vesting.

Does this Form 4 indicate any open-market purchases or sales by the director for CTSH?

No. The transaction code and explanation show the award was a grant of RSUs from dividend equivalents, not an open-market trade.