[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

John M. Dineen, a director of Cognizant Technology Solutions Corp. (CTSH), received restricted stock units (RSUs) on 08/26/2025. The filing shows three RSU grants credited as dividend equivalents: 86.3357 RSUs resulting in 20,049.3991 underlying shares, 30.5079 RSUs resulting in 7,084.7458 underlying shares, and 12.3818 RSUs resulting in 2,875.3818 underlying shares. The filing states each RSU represents a right to one share of Class A common stock.

Some RSUs are fully vested and the reporting person has elected to defer settlement under the company’s Non-Employee Director Compensation Guidelines; one RSU tranche will vest fully on June 3, 2026. The form was signed on behalf of Mr. Dineen by Kelli Arman on 08/28/2025.

Positive

• Director alignment: RSUs and deferral elections align director incentives with long-term shareholder value
• Transparency: Filing discloses exact RSU amounts and vesting/deferral terms, aiding investor visibility

Negative

• None.

Insights

Financial Analyst

TL;DR Director received RSUs, mostly vested, with deferral elections—no sales or purchases of underlying shares reported.

The Form 4 discloses dividend-equivalent RSUs credited to an independent director, increasing his beneficial ownership in share-equivalent units. Because the grants are RSUs rather than open-market purchases or sales, they do not represent an immediate change in outstanding common stock. The deferral elections indicate alignment with long-term shareholder outcomes rather than immediate monetization. Impact to equity float or near-term liquidity is immaterial based on this filing alone.

Corporate Governance Expert

TL;DR Director compensation was credited as RSUs with standard deferral provisions, consistent with governance norms.

The disclosure shows compensation delivered via vested and contingent RSUs, and the director used the company’s Non-Employee Director Compensation Guidelines to defer settlement. Vesting and deferral terms—full vesting for some units and a June 3, 2026 vest date for another tranche—are explicitly stated. These practices align with typical governance approaches to tie director pay to long-term equity outcomes and do not signal governance concerns in isolation.

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^*

Dineen John 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)		86.3357		(2)	(2)	Class A Common Stock	86.3357	$0	20,049.3991	D
Restricted Stock Units	(1)	08/26/2025		A(1)		30.5079		(3)	(3)	Class A Common Stock	30.5079	$0	7,084.7458	D
Restricted Stock Units	(4)	08/26/2025		A(4)		12.3818		(5)	(5)	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 right to receive one share of Class A Common Stock of the Company.

2. 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).

3. 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).

4. 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.

5. 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) 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).

Remarks:

	/s/ Kelli Arman, on behalf of John M. Dineen, 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 John M. Dineen report in the Form 4 for CTSH?

The filing reports receipt of RSUs on 08/26/2025: 86.3357, 30.5079 and 12.3818 RSUs, representing 20,049.3991, 7,084.7458 and 2,875.3818 underlying Class A shares, respectively.

Are the RSUs vested and when will they settle?

Some RSUs are stated as fully vested; one tranche will vest fully on June 3, 2026. The reporting person elected to defer settlement under the company’s guidelines.

Did the director sell any Cognizant (CTSH) shares in this filing?

No. The Form 4 shows acquisitions of RSUs and elections to defer settlement; no dispositions or open-market sales are reported.

Who signed the Form 4 on behalf of John M. Dineen?

The form was signed by Kelli Arman on behalf of John M. Dineen by power of attorney on 08/28/2025.

What do the RSUs represent for CTSH shareholders?

Each RSU represents a right to receive one share of Class A common stock when settled; deferral elections postpone delivery until specified events or dates.