Dineen John M. 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed May 29, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) Director John M. Dineen Receives RSU Awards
What Happened John M. Dineen, a member of the board of directors of Cognizant Technology Solutions (CTSH), was granted three awards of restricted stock units (RSUs) on May 27, 2026. The awards total 187.989 RSUs (125.596 + 44.381 + 18.012). Each line shows an acquisition at $0.00 (these are derivative RSU awards, not share purchases), so the Form 4 reports $0 cash paid for the awards. Some of the RSUs are fully vested while others have a near-term vest date; Dineen has elected to defer settlement under the company’s Non-Employee Director Compensation Guidelines.
Key Details
- Transaction date: May 27, 2026; Form 4 filed May 29, 2026 (appears timely).
- Awards: 125.596 RSUs, 44.381 RSUs, and 18.012 RSUs; price reported $0.00 (derivative awards).
- Shares owned after transaction: not specified in the provided filing extract.
- Footnotes (summary):
- Some RSUs reflect dividend-equivalent units credited on previously outstanding RSUs (each unit = right to one share).
- Some RSUs are fully vested and settlement has been deferred by Dineen under the company’s Guidelines.
- Certain RSUs will vest fully on June 3, 2026; others are deferred until a change in control, death/permanent disability, or specified post-termination dates/installments.
- No sale, purchase for cash, or option exercise occurred in this filing.
Context RSUs are compensation awards that represent a future right to receive shares (or their cash equivalent) and are different from an open-market purchase or sale. Because Dineen elected to defer settlement, these units may not result in immediate share deliveries. Awards to non-employee directors are common and typically reflect routine director compensation rather than a direct market signal.
Insider Transaction Report
- Award
Restricted Stock Units
[F1][F2]2026-05-27+125.596→ 20,357.907 total→ Class A Common Stock (125.596 underlying) - Award
Restricted Stock Units
[F1][F3]2026-05-27+44.381→ 7,193.761 total→ Class A Common Stock (44.381 underlying) - Award
Restricted Stock Units
[F4][F5]2026-05-27+18.012→ 2,919.626 total→ Class A Common Stock (18.012 underlying)
Footnotes (5)
- [F1]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.
- [F2]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).
- [F3]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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).
- [F4]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.
- [F5]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) in three equal installments on July 1 in the first, second and third years following the date of the Reporting Person's termination of service (other than due to death or permanent disability).