ROHLEDER STEPHEN J 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Jun 4, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) Director Stephen Rohleder Receives RSU/DSU Award
What Happened
Stephen J. Rohleder, a director of Cognizant Technology Solutions Corp (CTSH), was granted equity awards on June 2, 2026. The filing shows two award transactions: 5,032 restricted stock units (RSUs) priced at $55.14 each (total value reported $277,464) and 5,077 deferred stock units (DSUs) recorded at $0.00. Both transactions are reported as awards/grants (code A) and are derivative securities (rights to receive shares).
Key Details
- Transaction date: June 2, 2026; Form 4 filed June 4, 2026 (appears timely).
- Awards: 5,032 RSUs @ $55.14 (value $277,464) and 5,077 DSUs @ $0.00. Total units granted = 10,109.
- Shares owned after transaction: Not disclosed in the provided filing excerpt.
- Footnotes:
- Each RSU is a contingent right to one Class A share; these RSUs vest fully on June 2, 2027 (F1, F2).
- The RSUs were elected to be deferred under the company’s Non-Employee Director Compensation Guidelines; payment deferred until a change in control, death/permanent disability, or the first July 1 after termination (F2).
- Each DSU represents a right to one Class A share and the DSUs are fully vested (F3, F4). The DSUs reflect an election to receive board cash retainers in stock and to defer payment under the same conditions (F4).
- Transaction type: Award/Grant (A) — not an open-market purchase or sale; no immediate cash outlay except the RSU valuation.
Context
These awards are compensation for board service (standard non-employee director equity compensation) rather than a market purchase or sale. The RSUs vest over time (one-year vesting shown) and both RSUs and DSUs are subject to the director’s election to defer receipt, so they do not necessarily result in immediate shares trading in the market.
Insider Transaction Report
- Award
Restricted Stock Units
[F1][F2]2026-06-02+5,077→ 5,077 total→ Class A Common Stock (5,077 underlying) - Award
Deferred Stock Units
[F3][F4]2026-06-02$55.14/sh+5,032$277,464→ 5,032 total→ Class A Common Stock (5,032 underlying)
Footnotes (4)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of Cognizant Technology Solutions Corporation (the "Company").
- [F2]The 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).
- [F3]Each deferred stock unit ("DSU") represents a right to receive one share of the Company's Class A Common Stock.
- [F4]The 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.