SEC Form 4 · accession 0001553895-26-000010
COGNIZANT TECHNOLOGY SOLUTIONS CORP · CTSH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Patsalos-Fox
Director
Period of report
Jun 2, 2026
Accepted (ET)
Jun 4, 2026 · 4:03 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001058290
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jun 3, 2026 | M | 2,919 | — | A | 32,648 | D | |
| Class A Common StockF3 | holding | — | — | — | 6,775 | I | PFOXFAMILY LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F4 | — | Jun 2, 2026 | A | 4,171 | A | — | — | Class A Common Stock | 4,171 | 4,171 | D |
| Restricted Stock UnitsF2,F5 | — | Jun 3, 2026 | M | 2,919 | D | — | — | Class A Common Stock | 2,919 | 1 | D |
| Restricted Stock UnitsF6,F2,F5 | — | Jun 3, 2026 | D | 1 | D | — | — | Class A Common Stock | 1 | 0 | D |
Explanation of responses
- F1Shares of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company") received in connection with the vesting of 100% of the restricted stock unit ("RSU") award granted on June 3, 2025, and the related RSUs received pursuant to dividend equivalent rights; provided, however, that the reporting person was only entitled to receive whole shares and the fractional share related thereto was disposed of separately.
- F2Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
- F3All of the membership interests of the PFOXFAMILY LLC are held by a trust for the benefit of the reporting person's children and for which the reporting person's spouse is the co-trustee.
- F4The RSUs will vest fully on June 2, 2027.
- F52,863 of the RSUs were originally granted on June 3, 2025, under the Company's 2023 Incentive Award Plan (the "Plan") and subsequent RSUs were granted pursuant to dividend equivalent rights. The original RSUs and the related RSUs received pursuant to dividend equivalent rights vested fully on June 3, 2026.
- F6Represents the payment of cash in lieu of a fractional share related to the RSUs described above in accordance with the Plan and the cancellation of the corresponding fractional RSU.