[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Insider grant of restricted stock units at Cognizant (CTSH) Abraham Schot, a company director, received 12.3818 restricted stock units (RSUs) on 08/26/2025 attributable to accrued dividend equivalents on previously granted RSUs. Each RSU converts into one share of Class A Common Stock when settled. Following the grant, Mr. Schot beneficially owns 2,875.3818 shares of Class A Common Stock. The newly issued RSUs carry $0 per-unit price and are scheduled to vest in full on June 3, 2026. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 08/28/2025.

Positive

• Director alignment with shareholders via RSUs that vest on 06/03/2026, promoting retention
• Transparent disclosure of share counts and vesting timeline consistent with Section 16 reporting

Negative

• None.

Insights

Financial Analyst

TL;DR: Minor equity accrual for a director; limited near-term market impact.

The filing records a small issuance of 12.3818 RSUs to a director, reflecting dividend-equivalent accrual rather than a cash purchase or discretionary large grant. The incremental increase to beneficial ownership to 2,875.3818 shares is immaterial relative to typical public float sizes for large-cap issuers. Vesting is deferred to June 3, 2026, which aligns interests with long-term retention but does not change immediate voting power or liquidity. This is a routine disclosure with neutral financial implications.

Corporate Governance Expert

TL;DR: Routine director compensation mechanics; standard disclosure and vesting schedule.

The transaction reflects dividend equivalent settlement into RSUs, a common governance practice to preserve alignment without immediate share issuance. The Form 4 properly discloses the award, ownership after the grant, and the full vesting date of June 3, 2026. There is no indication of accelerated vesting, related-party conflicts, or atypical terms in the reported items. From a governance perspective, this is standard and non-material.

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^*

Schot Abraham

(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 Abraham Schot, 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 Abraham Schot report on the Form 4 for CTSH?

The report discloses receipt of 12.3818 restricted stock units (RSUs) on 08/26/2025 and a resulting beneficial ownership of 2,875.3818 shares.

When do the RSUs reported for CTSH vest?

The restricted stock units are scheduled to vest in full on June 3, 2026.

What is the price per unit for the RSUs reported by Schot?

The Form 4 shows a per-unit price of $0, reflecting issuance from accrued dividend equivalents.

Does this Form 4 indicate any sale or disposition of CTSH shares?

No. The filing reports acquisition of RSUs (an award) and an increase in beneficial ownership; it does not show any disposals.

Who signed the Form 4 on behalf of Abraham Schot?

The Form 4 was signed by Kelli Arman on behalf of Abraham Schot by power of attorney on 08/28/2025.