[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Archana Deskus, a director of Cognizant Technology Solutions Corporation (CTSH), received restricted stock units as dividend equivalents on previously outstanding awards. The Form 4 reports a transaction dated 08/26/2025 that added 12.3818 restricted stock units that are tied to Class A Common Stock and result in 2,875.3818 shares beneficially owned following the transaction. The units carry a $0 acquisition price and are scheduled to vest in full on June 3, 2026. The filing was signed on behalf of Ms. Deskus by power of attorney on 08/28/2025. The disclosure states these RSUs reflect dividend equivalent rights and that each unit represents a contingent right to one share.

Positive

• Receipt of RSUs as dividend equivalents increases alignment between director and shareholders
• Beneficial ownership reported clearly: 2,875.3818 shares following the transaction
• Vesting date disclosed: units vest in full on June 3, 2026, providing transparency on timing

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider receipt of dividend-equivalent RSUs increases beneficial ownership modestly; not a material corporate event.

The Form 4 documents a non-cash grant of restricted stock units to a director arising from accrued dividend equivalents on existing awards. The reported increment—12.3818 RSUs recorded on 08/26/2025 and bringing beneficial ownership to 2,875.3818 shares—is administrative in nature and carries no purchase price. Vesting is scheduled for 06/03/2026, so economic and voting rights remain contingent until vesting. For most investors, this represents routine compensation-related activity rather than a signal of material corporate change.

Corporate Governance Expert

TL;DR: Compensation mechanics disclosed; filing meets Section 16 reporting for a director and shows standard dividend-equivalent treatment.

The disclosure clarifies that the award reflects dividend-equivalent rights credited to previously granted restricted stock units and that each unit converts to one share upon vesting. The use of a power of attorney for signature is common for timely Section 16 filings. The specified vesting date of 06/03/2026 and the $0 reported price are consistent with equity compensation accounting rather than an open-market purchase or sale. This is a routine governance disclosure with limited immediate governance or control implications.

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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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^*

Deskus Archana

(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 Archana Deskus, 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

How many restricted stock units did Archana Deskus receive on 08/26/2025?

12.3818 restricted stock units were recorded as acquired on 08/26/2025.

What is Archana Deskus's total beneficial ownership after the reported transaction (CTSH)?

2,875.3818 shares of Class A Common Stock are reported as beneficially owned following the transaction.

When do the restricted stock units reported on the Form 4 vest?

They vest in full on June 3, 2026, per the filing.

What price was reported for the restricted stock units on the Form 4?

$0 is reported as the price associated with these units.

Why were these restricted stock units issued to Archana Deskus?

The RSUs reflect dividend equivalent rights accrued on previously outstanding restricted stock units, according to the Form 4 explanation.

Who signed the Form 4 and when was it filed?

The form was signed on behalf of Archana Deskus by Kelli Arman under power of attorney on 08/28/2025 and reports a transaction date of 08/26/2025.