Form 4: Cognizant Director Sells Shares Under 10b5-1 Plan

Cognizant Technology Solutions Director Michael Patsalos-Fox sold 3,000 shares of Class A Common Stock for approximately $85.17 per share under a pre-arranged trading plan.

Summary

• Michael Patsalos-Fox, a Director of Cognizant Technology Solutions Corp (CTSH), reported a sale of company stock.
• On December 29, 2025, Mr. Patsalos-Fox sold 3,000 shares of Class A Common Stock.
• The shares were sold at a weighted average price of $85.1715 per share, with individual transaction prices ranging from $84.94 to $85.75.
• This transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Patsalos-Fox on September 11, 2025.
• Following the sale, Mr. Patsalos-Fox directly beneficially owns 34,729 shares of Class A Common Stock.
• Additionally, 6,775 shares are indirectly beneficially owned through PFOXFAMILY LLC, where the membership interests are held by a trust for the benefit of his children, with his spouse as co-trustee.

Sentiment

Score: 5

Explanation: The sale of shares by a director, while a reduction in insider holdings, was conducted under a pre-arranged 10b5-1 plan, which mitigates the negative signal often associated with insider sales. It's likely for personal financial planning rather than a reflection of company performance.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned transaction rather than an immediate reaction to new information.

Negatives

• A director selling shares, even under a 10b5-1 plan, can sometimes be interpreted by investors as a lack of increased confidence in the company's near-term prospects, though this is often for personal financial planning or diversification.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of an insider stock transaction and does not provide information relevant to broader industry trends or competitors.

Related Party Transactions

• Michael Patsalos-Fox indirectly beneficially owns 6,775 shares through PFOXFAMILY LLC. The membership interests of PFOXFAMILY LLC are held by a trust for the benefit of his children, and his spouse is the co-trustee.

Stakeholder Impact

• Shareholders: May note the reduction in direct insider holdings, but the 10b5-1 plan context suggests it is not a strong negative signal.
• Employees, Customers, Suppliers, Creditors: No direct impact from this filing.

Key Dates

Recommendation

A Form 4 filing detailing a director's sale of a relatively small number of shares, especially when executed under a pre-arranged 10b5-1 plan, is generally not a strong indicator for a buy or sell recommendation. It typically reflects personal financial planning rather than a change in the company's fundamental outlook. Investors should consider broader company performance, industry trends, and other financial disclosures for investment decisions.

Keywords

Cognizant Technology Solutions, CTSH, Michael Patsalos-Fox, Director, Insider Trading, Stock Sale, Form 4, 10b5-1 plan, Class A Common Stock