[Form 4] Cognizant Technology Solutions Insider Trading Activity

Rhea-AI Filing Summary

Sandra S. Wijnberg, a director of Cognizant Technology Solutions (CTSH), received equity units on 08/26/2025 consisting of deferred stock units and restricted stock units tied to dividend equivalents on previously outstanding awards. The filing reports receipt of 19.7213 deferred stock units, 86.2973 restricted stock units (fully vested), and 12.3818 restricted stock units (vesting on June 3, 2026). The report shows post-transaction beneficial ownership balances of 4,579.7703 deferred stock units, 20,040.457 restricted stock units, and 2,875.3818 restricted stock units. The first two categories are fully vested; the recipient has elected to defer settlement of vested units under the company’s Non-Employee Director Compensation Guidelines until a change in control, death or disability, or the first July 1 following termination. The Form 4 was signed by power of attorney on behalf of Ms. Wijnberg on 08/28/2025.

Positive

• Director received equity-based compensation in the form of deferred stock units and restricted stock units on 08/26/2025 (19.7213, 86.2973, 12.3818 units respectively).
• Two award tranches are fully vested, and the reporting person has elected to defer settlement under the company's Non-Employee Director Compensation Guidelines.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation via dividend-equivalent equity units; deferral election is standard governance practice.

The filing documents non-employee director compensation settled as equity-based awards attributable to dividend equivalents. Two awards are fully vested and one vests on a specified future date (June 3, 2026). The director has elected delayed settlement under the company’s stated Guidelines, which aligns with common practices to retain alignment with long-term shareholder interests and to manage timing of receipt. No cash transactions, option exercises, or sales are reported; the transaction increases reported beneficial ownership of equity-based units.

Compensation Analyst

TL;DR: Paper issuance of equity units from dividend equivalents; modest incremental change in director-held units.

The entries reflect issuance of dividend equivalent units credited to previously outstanding deferred stock units and restricted stock units, not new cash grants. Reported incremental amounts are 19.7213, 86.2973, and 12.3818 units, with one tranche subject to future vesting. These are routine bookkeeping and compensation-administration events rather than new performance-based awards. From a compensation-cost perspective, the awards represent non-cash equity accruals consistent with typical director pay programs.

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^*

WIJNBERG SANDRA S

(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 Stock Units	(1)	08/26/2025		A(1)		19.7213		(2)	(2)	Class A Common Stock	19.7213	$0	4,579.7703	D
Restricted Stock Units	(3)	08/26/2025		A(3)		86.2973		(4)	(4)	Class A Common Stock	86.2973	$0	20,040.457	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 stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred stock units. Each deferred stock unit represents a right to receive one share of Class A Common Stock of the Company.

2. The deferred 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 deferred 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. 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 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 Class A Common Stock of the Company.

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 Sandra S. Wijnberg, 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 Sandra S. Wijnberg report on Form 4 for CTSH?

The Form 4 reports receipt of dividend-equivalent equity units on 08/26/2025: 19.7213 deferred stock units, 86.2973 restricted stock units (fully vested), and 12.3818 restricted stock units (vesting 06/03/2026).

Are the reported restricted stock units vested?

Two reported award groups are fully vested (the deferred stock units and the 86.2973 restricted stock units). The 12.3818 restricted stock units will vest on June 3, 2026.

Has Ms. Wijnberg elected to receive the shares immediately?

No. The filing states she elected to defer settlement of the vested units under the company's Guidelines until a change in control, death or permanent disability, or the first July 1 following termination of service.

What are the post-transaction beneficial ownership balances reported?

The Form 4 shows post-transaction beneficial ownership of 4,579.7703 deferred stock units, 20,040.457 restricted stock units, and 2,875.3818 restricted stock units.

When was the Form 4 signed and filed?

The signature on the Form 4 was made on behalf of Sandra S. Wijnberg by power of attorney (Kelli Arman) on 08/28/2025.