VELLI JOSEPH M 4

4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Jun 4, 2026

AI-generated summary of this filing

Updated Jun 4, 2026

Cognizant (CTSH) Director Joseph Velli Receives 4,171 RSU Shares

What Happened

Joseph M. Velli, a director of Cognizant Technology Solutions (CTSH), received 4,171 shares of Class A common stock in connection with RSU awards that vested in early June 2026. The award shares were issued at no cash cost (grant/award).
The Form 4 also records conversions/exercises of related derivative awards and the cancellation/settlement of fractional shares: a 0.626 fractional share was paid out to the company for $35 (cash in lieu at $55.14/share). No open‑market sale of whole shares is reported.

Key Details

Transaction dates: June 2, 2026 (award/vesting reported) and June 3, 2026 (conversion/settlement entries).
Award: 4,171 RSUs granted/issued at $0.00 (each RSU equals one share).
Fractional share: 0.626 share disposed to issuer for $35 (price reported $55.14 per share).
Derivative entries: Form shows conversion/exercise-type entries related to the RSUs; these are internal vesting/conversion actions, not open‑market trades.
Shares owned after transaction: Not provided in the excerpt of the filing.
Footnotes: RSUs relate to a June 3, 2025 grant and related dividend-equivalent RSUs; the reporting person was only entitled to whole shares so fractional RSU was canceled and cashed out per the company plan. Some RSUs have staggered vesting dates (see Form 4 notes).
Filing timeliness: Form filed June 4, 2026 for transactions on June 2–3, which is within normal Form 4 timing requirements.

Context

RSUs are awards that convert into company shares when they vest; receiving vested RSUs is not an open‑market purchase and does not necessarily signal a buy/sell decision by the insider.
The small cash payment for a fractional share is a routine administrative step when awards don’t split into whole shares.

Form 4

Period: 2026-06-02

Director

Transactions

Exercise/Conversion
Class A Common Stock
[F1][F2]
2026-06-03+2,919→ 29,719 total
Award
Restricted Stock Units
[F2][F3]
2026-06-02+4,171→ 4,171 total
→ Class A Common Stock (4,171 underlying)
Exercise/Conversion
Restricted Stock Units
[F2][F4]
2026-06-03−2,919→ 0.626 total
→ Class A Common Stock (2,919 underlying)
Disposition to Issuer
Restricted Stock Units
[F2][F5][F4]
2026-06-03$55.14/sh−0.626$35→ 0 total
→ Class A Common Stock (0.626 underlying)

Footnotes (5)

[F1]Shares 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.
[F2]Each RSU represents a contingent right to receive one share of the Company's Class A Common Stock.
[F3]The RSUs will vest fully on June 2, 2027.
[F4]2,863 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.
[F5]Represents 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.

Signature

/s/ Melissa Glass, on behalf of Joseph M. Velli, by Power of Attorney|2026-06-04

1 file