[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Michael Patsalos-Fox, a director of Cognizant Technology Solutions Corp. (CTSH), reported receipt of restricted stock units tied to dividend equivalents on August 26, 2025. The filing shows 24.7982 deferred restricted stock units and 12.3818 restricted stock units credited as dividend equivalents; the post-transaction beneficial ownership totals are 5,758.782 deferred RSUs and 2,875.3818 RSUs. The deferred RSUs are fully vested and will settle when Mr. Patsalos-Fox leaves the board.

The restricted stock units will vest fully on June 3, 2026. Both award types are recorded at a price of $0 in the filing and were reported by power of attorney on August 28, 2025.

Positive

• Increase in equity-aligned compensation via dividend-equivalent restricted stock units, enhancing alignment with shareholders
• Deferred restricted stock units are fully vested and will settle, clarifying timing of ownership conversion
• Clear vesting schedule provided for restricted stock units: full vesting on June 3, 2026

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received dividend-equivalent RSUs; deferred units are vested and set to settle at termination, standard board compensation practice.

The filing documents compensation-related equity adjustments rather than open-market purchases or sales. The accrual of dividend-equivalent restricted stock units increases the director's contingent ownership in Class A common stock and aligns his compensation with equity holders. The distinction between fully vested deferred RSUs (settle on termination) and time-vesting RSUs (vesting on June 3, 2026) is important for governance and compensation timing but does not reflect cash transaction activity.

Securities/Fiduciary Compliance Analyst

TL;DR: Form 4 reports award credits from dividend equivalents; disclosure appears routine and compliant with Section 16 reporting.

Reported entries specify transaction date of 08/26/2025, a zero price per unit, and beneficial ownership totals after the credits. The use of a power of attorney signature is noted. There are no sales, purchases, or derivative exercises disclosed; the movements documented are internal equity awards consistent with typical director compensation and dividend-equivalent accruals.

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^*

Patsalos-Fox Michael

(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
Deferred Restricted Stock Units	(1)	08/26/2025		A(1)		24.7982		(2)	(2)	Class A Common Stock	24.7982	$0	5,758.782	D
Restricted Stock Units	(3)	08/26/2025		A(3)		12.3818		(4)	(4)	Class A Common Stock	12.3818	$0	2,875.3818	D

Explanation of Responses:

1. Reflects deferred restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred restricted stock units. Each deferred restricted stock unit represents a right to receive one share of Class A Common Stock of the Company.

2. The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board.

3. 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 the Company's Class A Common Stock.

4. The restricted stock units will vest fully on June 3, 2026.

Remarks:

	/s/ Kelli Arman, on behalf of Michael Patsalos-Fox, 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 Michael Patsalos-Fox report on Form 4 for CTSH?

He reported receipt of dividend-equivalent deferred restricted stock units (24.7982) and restricted stock units (12.3818) credited on 08/26/2025.

How many units does Patsalos-Fox beneficially own after the reported transactions?

The filing shows 5,758.782 deferred RSUs and 2,875.3818 restricted stock units owned following the transactions.

When will the restricted stock units vest or settle?

The deferred RSUs are fully vested and will settle upon the reporting person's termination of board service; the restricted stock units vest fully on June 3, 2026.

Was there a cash purchase or sale reported?

No; the Form 4 records equity awards credited as dividend equivalents with a recorded price of $0, not market purchases or sales.

Who signed the Form 4 and when was it filed?

The form was signed by Kelli Arman on behalf of Michael Patsalos-Fox by power of attorney and dated 08/28/2025.