VELLI JOSEPH M 4

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.