SEC Form 4 · accession 0001230066-26-000006
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen J Rohleder
Director
Period of report
Jun 2, 2026
Accepted (ET)
Jun 4, 2026 · 4:04 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001058290
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | Jun 2, 2026 | A | 5,077 | A | — | — | Class A Common Stock | 5,077 | 5,077 | D |
| Deferred Stock UnitsF3,F4 | — | Jun 2, 2026 | A | 5,032 | A | — | — | Class A Common Stock | 5,032 | 5,032 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
- F2The RSUs will vest fully on June 2, 2027. The Reporting Person has elected, pursuant to the Company's Non-Employee Director Compensation Guidelines (the "Guidelines"), to defer payment of such RSUs (and corresponding dividend equivalents, if any) 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).
- F3Each deferred stock unit ("DSU") represents a right to receive one share of the Company's Class A Common Stock.
- F4The Reporting Person elected, pursuant to the Guidelines, to receive fully vested shares of the Company's Class A Common Stock for 100% of the annual cash retainers to which he is entitled for his service on the Company's Board and its committees. The Reporting Person has also elected, pursuant to the Guidelines, to defer payment of the underlying shares (and corresponding dividend equivalents, if any) 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). The DSUs are fully vested.