Cognizant (CTSH) Director Files Form 4 Disclosing Dividend-Equivalent RSUs

Rhea-AI Filing Summary

Reporting person: Leo S. Mackay Jr., a director of Cognizant Technology Solutions Corp. (CTSH), filed a Form 4 disclosing receipt of restricted stock units on 08/26/2025.

The filing shows three grants of units arising from dividend equivalent accruals: 4,652.0391 deferred restricted stock units (fully vested and payable upon termination of board service), 3,432.08 restricted stock units (fully vested and deferred for settlement under the companys Non-Employee Director Compensation Guidelines), and 2,875.3818 restricted stock units (contingent units that will vest in full on June 3, 2026 and are electively deferred for settlement).

Positive

• Receipt of equity units increases the reporting persons stake via restricted stock units tied to the companys Class A common stock
• Deferral elections for settlement align compensation with long-term ownership and typically support alignment with shareholder interests
• One tranche vests on June 3, 2026, providing a clear retention schedule

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity accruals disclosed; deferral elections align with standard non-employee director compensation practices.

The Form 4 documents equity-based compensation credited to a sitting director via dividend equivalent rights on previously outstanding units. Two sets of units are fully vested but are subject to the reporting persons election to defer settlement under the companys Non-Employee Director Compensation Guidelines, which is a common governance mechanism to align compensation with long-term ownership and reduce immediate dilution. One tranche remains unvested until June 3, 2026, preserving retention incentives. No cash transactions or disposals are reported.

Compensation Analyst

TL;DR: Grants reflect dividend-equivalent accruals rather than new cash awards; settlement timing choices may affect reported beneficial ownership timing.

The filing specifies dividend-equivalent restricted stock unit accruals converted into three unit grants. The deferred units are described as fully vested but will be settled only upon termination of board service or other specified events if the reporting person elected deferral, limiting immediate share issuance. The contingent units vesting on June 3, 2026 provide a clear future vesting date and retention link. The disclosure lacks dollar valuations beyond unit counts and shows no sales or purchases of shares for cash.

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^*

Mackay Leo S. Jr.

(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)		20.0325		(2)	(2)	Class A Common Stock	20.0325	$0	4,652.0391	D
Restricted Stock Units	(3)	08/26/2025		A(3)		14.779		(4)	(4)	Class A Common Stock	14.779	$0	3,432.08	D
Restricted Stock Units	(5)	08/26/2025		A(5)		12.3818		(6)	(6)	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 right to receive one share of Class A Common Stock of the Company.

4. 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).

5. 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.

6. 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) the first July 1 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 Leo S. Mackay Jr., 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 Leo S. Mackay Jr. report on Form 4 for CTSH?

The filing reports three sets of restricted stock units received on 08/26/2025: 4,652.0391 deferred RSUs, 3,432.08 RSUs, and 2,875.3818 RSUs.

Are any of the reported restricted stock units vested or exercisable?

Yes. The filing states that the 4,652.0391 deferred RSUs are fully vested and payable upon termination of board service and the 3,432.08 RSUs are fully vested but settlement has been deferred under company guidelines.

When do the remaining units vest for CTSH Form 4 reported by Mackay?

The contingent 2,875.3818 restricted stock units will vest fully on June 3, 2026.

Were any cash purchases or sales reported in this Form 4 for CTSH?

No. All reported items are restricted stock units received pursuant to dividend equivalent rights; there are no cash purchase or sale transactions listed.

How will settlement of vested units be handled according to the filing?

Settlement is deferred per the companys Non-Employee Director Compensation Guidelines until the earliest of a change in control, death or permanent disability, or the first July 1 following termination of service (unless otherwise payable upon termination for the deferred vested units).