ROHLEDER STEPHEN J 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
Cognizant Director Stephen Rohleder Receives Stock Unit Awards
What Happened Stephen J. Rohleder, a director of Cognizant Technology Solutions (CTSH), was granted three derivative awards on May 27, 2026: 102.714 deferred stock units, 78.674 restricted stock units, and 21.932 restricted stock units. Each award was reported at $0.00 per unit (award of units/derivative, not a cash purchase or sale). Total units received = 203.32 units; the filing shows no cash value exchanged at grant.
Key Details
- Transaction date: May 27, 2026; filing date: May 29, 2026 (timely file).
- Reported price: $0.00 per unit (code A — grant/award).
- Units by line: 102.714 DSUs; 78.674 RSUs (fully vested); 21.932 RSUs (contingent — vesting on June 3, 2026).
- Shares owned after transaction: not specified in this Form 4.
- Notable footnotes:
- The 102.714 units reflect dividend equivalents credited to previously outstanding deferred stock units; those DSUs are fully vested and the director elected to defer settlement (settlement deferred until change in control, death/permanent disability, or the first July 1 after termination).
- The 78.674 units reflect dividend equivalents credited to previously outstanding restricted stock units; they are fully vested and settlement has been deferred per the company’s non-employee director guidelines.
- The 21.932 units are restricted stock units that will vest fully on June 3, 2026; the reporting person has elected to defer settlement under the same guidelines.
- No indication of a 10b5-1 plan, sale/purchase transactions, or tax withholding reported in this filing.
Context These entries are awards of deferred stock units and restricted stock units (each unit represents a right to receive one share of CTSH common stock). Several units are already vested but the director has elected to defer actual settlement under company guidelines, and one tranche vests on June 3, 2026. Awards like these are routine compensation and do not represent an open‑market buy or sell that would directly signal immediate insider market sentiment.
Insider Transaction Report
- Award
Deferred Stock Units
[F1][F2]2026-05-27+102.714→ 16,648.957 total→ Class A Common Stock (102.714 underlying) - Award
Restricted Stock Units
[F3][F4]2026-05-27+78.674→ 12,752.384 total→ Class A Common Stock (78.674 underlying) - Award
Restricted Stock Units
[F5][F6]2026-05-27+21.932→ 3,554.949 total→ Class A Common Stock (21.932 underlying)
Footnotes (6)
- [F1]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.
- [F2]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).
- [F3]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.
- [F4]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).
- [F5]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.
- [F6]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).