Mackay Leo S. Jr. 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Mar 2, 2026
Research Summary
AI-generated summary of this filing
Cognizant Director Leo S. Mackay Jr. Receives RSU Awards
What Happened
Leo S. Mackay Jr., a director of Cognizant Technology Solutions Corp. (CTSH), was awarded a total of 55.891 derivative units on February 26, 2026 (23.724 + 17.503 + 14.664 units). Each unit is a restricted or deferred restricted stock unit (RSU) representing the right to receive one share of Class A common stock. The units were recorded at $0 (they reflect dividend-equivalent accruals and/or awards) and are derivative awards rather than cash purchases.
Key Details
- Transaction date: February 26, 2026; Price: $0.00 per unit; Total units: 55.891 RSUs.
- These RSUs are derivative rights to receive one share of Class A common stock per unit.
- Some of the RSUs are fully vested and will be settled upon the reporting person's termination of board service; others are subject to vesting/settlement conditions (including possible full vesting on June 3, 2026 and deferral elections per the company’s Non-Employee Director Compensation Guidelines).
- Shares owned after the transaction are not specified in this filing.
- Filing date: March 2, 2026 — appears to be filed within the typical 2-business-day Form 4 window for a Feb 26 transaction.
Context
These awards are compensation-related RSUs (including dividend-equivalent accruals) and do not represent an open-market purchase or sale. Such grants are common for non-employee directors as part of regular compensation and do not by themselves indicate the director is buying or selling shares for investment reasons.
Insider Transaction Report
- Award
Deferred Restricted Stock Units
[F1][F2]2026-02-26+23.724→ 4,694.48 total→ Class A Common Stock (23.724 underlying) - Award
Restricted Stock Units
[F3][F4]2026-02-26+17.503→ 3,463.391 total→ Class A Common Stock (17.503 underlying) - Award
Restricted Stock Units
[F5][F6]2026-02-26+14.664→ 2,901.614 total→ Class A Common Stock (14.664 underlying)
Footnotes (6)
- [F1]Reflects deferred restricted stock units received pursuant to dividend equivalent rights accrued on previously outstanding deferred restricted stock units. Each deferred restricted stock unit represents a right to receive one share of Class A Common Stock of the Company.
- [F2]The deferred restricted stock units are fully vested and will be settled upon the Reporting Person's termination of service from the Board.
- [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 Non-Employee Director Compensation Guidelines (the "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 the Company's Class A Common Stock.
- [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).