CTSH Form 4: Director Abdalla Zein Receives 12.38 RSUs, Total 2,875.38 Shares

Abdalla Zein, a director of Cognizant Technology Solutions Corp. (CTSH), reported receipt of 12.3818 restricted stock units (RSUs) on 08/26/2025.

Rhea-AI Filing Summary

Abdalla Zein, a director of Cognizant Technology Solutions Corp. (CTSH), reported receipt of 12.3818 restricted stock units (RSUs) on 08/26/2025. These RSUs were issued at no cash price as dividend equivalent rights credited on previously outstanding RSUs and increase his total beneficial ownership to 2,875.3818 shares of Class A common stock. The newly credited RSUs will vest in full on June 3, 2026. The Form 4 filing was signed on behalf of Mr. Zein by a power of attorney and shows the transaction was an acquisition (code A) recorded by the company.

Insights

Corporate Governance Expert

TL;DR: Routine insider crediting of dividend-equivalent RSUs increases a director's holdings modestly, with standard vesting terms.

The filing documents a non-cash issuance of 12.3818 restricted stock units to a board director under existing award terms, reflecting dividend-equivalent accruals rather than a new grant. Such credits are customary and align executive/director compensation practices that preserve equity economics for prior awards. The vesting date of June 3, 2026 is disclosed, which is material to timing of potential share issuance but does not indicate accelerated vesting or change in control provisions. From a governance perspective, this is a routine disclosure with limited immediate market impact.

Securities Analyst

TL;DR: The transaction is a small, non-cash acquisition of RSUs that modestly raises a director's beneficial ownership; no cash flow or dilution now.

The Form 4 shows acquisition code A for 12.3818 RSUs at $0, increasing total beneficial ownership to 2,875.3818 shares. Because these are dividend-equivalent RSUs tied to previously granted awards, they represent an adjustment to outstanding long-term compensation rather than a separate cash-paid transaction. Vesting is scheduled for 06/03/2026, so any share issuance and potential dilution will occur then if vesting conditions are met. This is a routine insider disclosure with negligible immediate valuation impact.

Insider Trade Summary

Grant/Award: 12.3818 shares

Grant/Award 1 txn

Insider Abdalla Zein

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	12.3818	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 2,875.3818 contracts (Direct)

Footnotes (2)

1. F1. 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. F2. The restricted stock units will vest fully on June 3, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Abdalla Zein report on Form 4 for CTSH?

He reported the acquisition of 12.3818 restricted stock units on 08/26/2025, recorded as an acquisition (code A).

How many Cognizant (CTSH) shares does Abdalla Zein beneficially own after the transaction?

The filing shows total beneficial ownership of 2,875.3818 shares of Class A common stock following the transaction.

Were any shares purchased with cash in this Form 4 filing?

No. The RSUs were credited as dividend equivalent rights and the reported price is $0.

When will the newly credited RSUs vest?

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

Who signed the Form 4 filing for Abdalla Zein?

The filing was signed on behalf of Zein Abdalla by Kelli Arman under power of attorney on 08/28/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/28/2025 - 06:12 PM Learn about SEC filing dates

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^*

Abdalla Zein

(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 Zein Abdalla, 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.