Form 4: Cognizant Director Stephen Rohleder Increases Stake Through Dividend Equivalent Rights

Cognizant Technology Solutions Corp. Director Stephen J. Rohleder has increased his beneficial ownership in the company through the acquisition of additional deferred and restricted stock units via dividend equivalent rights.

Summary

• Stephen J. Rohleder, a Director of Cognizant Technology Solutions Corp. (CTSH), acquired additional equity securities on May 28, 2025.
• He received 48.448 Deferred Stock Units (DSUs) as dividend equivalent rights on previously outstanding DSUs, bringing his total beneficial ownership of DSUs to 12,623.0494.
• He also acquired 31.8985 Restricted Stock Units (RSUs) from dividend equivalent rights on previously outstanding RSUs, increasing his total beneficial ownership of these RSUs to 8,311.0899.
• An additional 16.0967 Restricted Stock Units (RSUs) were acquired through dividend equivalent rights on other previously outstanding RSUs, resulting in a total of 4,193.9603 of these RSUs beneficially owned.
• All acquired DSUs and the first set of RSUs are fully vested, while the second set of RSUs will vest on June 4, 2025.
• Settlement of these units is deferred until the earliest of a change in control, the reporting person's death or permanent disability, or the first July 1 following termination of service, as per the Company's Non-Employee Director Compensation Guidelines.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive as it indicates an increase in insider ownership and continued alignment of a director's interests with the company's long-term performance, even though the acquisition is through routine dividend equivalents rather than a direct purchase.

Positives

• The acquisition of additional stock units by a director, even through dividend equivalents, indicates continued alignment of insider interests with shareholder interests.
• The deferral of settlement for these units suggests a long-term commitment to the company by the director.

Future Outlook

The settlement of the acquired deferred stock units and restricted stock units is deferred 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).

Industry Context

This Form 4 filing reflects routine insider compensation activity within the technology services industry, where equity-based compensation, including deferred and restricted stock units with dividend equivalent rights, is a common practice to align executive and director interests with long-term company performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The increase in director's beneficial ownership, even through dividend equivalents, can be viewed positively as it enhances alignment between the director's financial interests and the company's stock performance.

Next Steps

• The 16.0967 Restricted Stock Units are scheduled to vest fully on June 4, 2025.
• The deferred settlement of all acquired units will occur upon the specified conditions (change in control, death/disability, or termination of service).

Key Dates

Keywords

Cognizant Technology Solutions, CTSH, SEC Form 4, Insider Trading, Beneficial Ownership, Deferred Stock Units, Restricted Stock Units, Dividend Equivalent Rights, Corporate Governance, Director Compensation