Dalal Jatin P 4
4 · COGNIZANT TECHNOLOGY SOLUTIONS CORP · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
Cognizant (CTSH) CFO Jatin P. Dalal Receives Stock Awards
What Happened Jatin P. Dalal, Chief Financial Officer of Cognizant Technology Solutions (CTSH), received equity awards on February 25, 2026 consisting of 35,463 restricted stock units (RSUs), 12,228 RSUs with a stepped quarterly vesting schedule, and 28,521 performance stock units (PSUs). Each award was granted at $0.00 (i.e., a compensation grant/award, transaction code A) — these are contingent rights to receive shares if vesting and performance conditions are met, not open-market purchases or sales.
Key Details
- Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (timely filing).
- Award amounts: 35,463 RSUs; 12,228 RSUs (different quarterly vesting pattern); 28,521 PSUs (performance-based).
- Grant price: $0.00 per unit (awarded, no cash paid).
- Vesting:
- 35,463 RSUs vest in 12 successive quarterly installments starting June 1, 2026 and fully vest by March 1, 2029.
- 12,228 RSUs vest on a more complex 12-quarter schedule with 1/8th and fractional installments, completing by March 1, 2029.
- The PSUs reflect a performance determination by the Compensation Committee (~121% of target) and, per the award terms, are slated to vest and settle in shares on March 15, 2026 provided Dalal remains employed through that date.
- Shares owned after the transaction: not specified in this filing.
- Filing status: not reported as late.
Context
- RSUs: once vested, each RSU converts into one share of Class A common stock (subject to tax withholding). These awards are compensation and are common for executives; they do not involve immediate cash purchase or sale.
- PSUs: payout depends on pre-set performance metrics; the Committee’s ~121% determination means a greater-than-target payout, but actual settlement requires continued employment through the settlement date.
- For retail investors: grants are routine executive compensation and do not by themselves signal buying or selling intent.
Insider Transaction Report
Form 4
Dalal Jatin P
Chief Financial Officer
Transactions
- Award
Restricted Stock Units
[F1][F2]2026-02-25+35,463→ 35,463 total→ Class A Common Stock (35,463 underlying) - Award
Restricted Stock Units
[F1][F3]2026-02-25+12,228→ 12,228 total→ Class A Common Stock (12,228 underlying) - Award
Performance Stock Units
[F4][F5]2026-02-25+28,521→ 28,521 total→ Class A Common Stock (28,521 underlying)
Footnotes (5)
- [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]A total of 35,463 RSUs were granted on February 25, 2026, under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with 1/12th of such RSUs first vesting on June 1, 2026, and each quarterly anniversary of such date so that such RSUs will be fully vested on the twelfth quarterly vesting date (March 1, 2029).
- [F3]A total of 12,228 RSUs were granted on February 25, 2026 under the Company's 2023 Incentive Award Plan and will vest in twelve successive quarterly installments, with (i) 1/8th of such RSUs vesting on each of June 1, 2026 and the next three quarterly anniversaries of such date; (ii) 2/3rds of 1/8th of such RSUs vesting on each of the following four quarterly anniversaries of such date; (iii) 1/3rd of 1/8th of such RSUs vesting on each of the following three quarterly anniversaries of such date; and (iv) the remainder of such RSUs vesting on the eleventh quarterly anniversary of such date (March 1, 2029).
- [F4]Each performance-based stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock of the Company.
- [F5]Represents 23,572 PSUs (a) that were originally granted on February 28, 2024, pursuant to the Company's 2023 Incentive Award Plan and (b) for which the Company's Compensation and Human Capital Committee (the "Committee") determined, on February 25, 2026, that approximately 121% of the related performance criteria had been satisfied. In accordance with the award agreement, in light of the Committee's determination regarding the satisfaction of performance criteria, the award shown in Table II above will vest and settle in Class A Common Stock of the Company on March 15, 2026, provided that the Reporting Person remains in the Company's service through such date.
Signature
/s/ Melissa Glass, on behalf of Jatin P. Dalal, by Power of Attorney|2026-02-27