Form 8-K

8-K — COGNIZANT TECHNOLOGY SOLUTIONS CORP

Accession: 0001058290-26-000018

Filed: 2026-05-18

Period: 2026-05-17

CIK: 0001058290

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ctsh-20260517.htm (Primary)

EX-99.1 (exhibit99151726.htm)

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8-K

8-K (Primary)

Filename: ctsh-20260517.htm · Sequence: 1

ctsh-20260517

0001058290False00010582902026-05-172026-05-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 17, 2026

Cognizant Technology Solutions Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware 0-24429 13-3728359

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

300 Frank W. Burr Blvd., Suite 36, 6th Floor

Teaneck, New Jersey 07666

(Address of Principal Executive Offices) (Zip Code)

(201) 801-0233

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock,

$0.01 par value per share

CTSH The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On May 18, 2026, Cognizant Technology Solutions Corporation (the “Company”) issued a press release announcing that the Board of Directors approved an increase of $2 billion to the amount authorized under the Company’s existing stock repurchase program. With this increase, as of May 17, 2026, there is approximately $3.45 billion remaining under the share repurchase authorization. The Company also announced that it increased the amount of shares it expects to repurchase in 2026 by $1 billion to $2 billion. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1*.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of Cognizant Technology Solutions Corporation, dated May 18, 2026.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

* The information in Item 7.01 and Exhibit 99.1 of this current report on Form 8- K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

By:

/s/ Jatin Dalal

Name:

Jatin Dalal

Title:

Chief Financial Officer

Date: May 18, 2026

EX-99.1

Filename: exhibit99151726.htm · Sequence: 2

Document

Exhibit 99.1

Cognizant Increases 2026 Share Repurchase Target by $1 Billion to $2 Billion

Board Approves $2 Billion Increase in Stock Repurchase Authorization

Additional $1 Billion of Shares Expected to be Repurchased in the Second Quarter of 2026

Cognizant CEO to Participate in Fireside Chat Hosted by J.P. Morgan on May 18, 2026

TEANECK, N.J., May 18, 2026 /PRNewswire/ -- Cognizant (Nasdaq: CTSH), a leading AI builder and technology services provider, today announced that its Board of Directors has authorized a $2 billion increase to its existing share repurchase program, and that it has increased its share repurchase target for 2026 to $2 billion, an increase of $1 billion over its prior expectation. The additional $1 billion in share repurchases are expected to be completed during the second quarter of 2026.

“Our plan to increase the amount of share repurchases reflects our strong conviction in the long-term opportunity AI creates and our critical role in it as an AI builder,” said Ravi Kumar S, CEO. “We believe a fundamental shift in the IT services is underway, one that strengthens Cognizant's position for future growth. We believe our current share price significantly undervalues those prospects. I am confident that our early investments will position us to emerge as a leader in AI-led enterprise transformation in the years ahead.”

“A strong balance sheet and robust free cash flow give us the flexibility to opportunistically accelerate the return of capital to shareholders while we continue to invest for growth, including through strategic M&A,” said Jatin Dalal, Chief Financial Officer.

Return of Capital to Shareholders

On May 17, 2026, the Board of Directors approved an increase of $2 billion to the amount authorized under the Company's existing stock repurchase program. With this increase, as of May 17, 2026, there is approximately $3.45 billion remaining under the share repurchase authorization. For 2026, the Company is increasing its share repurchase expectation by $1 billion to $2 billion. In connection with this plan and given the anticipated closing of our previously announced acquisition of Astreya, the Company will draw down $1 billion from its existing revolving credit facility. The Company reiterates its long-term capital allocation framework, including the flexibility to pursue strategic acquisitions.

Conference Participation

Cognizant CEO, Ravi Kumar S, will participate in a fireside chat at the J.P. Morgan 2026 Global Technology, Media and Communications Conference today, May 18, at 3:30 PM EST.

A live audio webcast of the presentation will be available at Cognizant's website: http://investors.cognizant.com

A replay of the webcast will remain available on the company's website for 90 days.

About Cognizant

Cognizant (Nasdaq: CTSH) is an AI builder and technology services provider, building the bridge between AI investment and enterprise value by building full-stack AI solutions for our clients. Our deep industry, process and engineering expertise enables us to build an organization's unique context into technology systems that amplify human potential, realize tangible returns and keep global enterprises ahead in a fast-changing world. See how at cognizant.ai or @cognizant.

Forward-Looking Statements

This press release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the accuracy of which is necessarily subject to risks, uncertainties and assumptions as to future events that may not prove to be accurate. These statements include, but are not limited to, express or implied forward-looking statements relating to our plan to repurchase our shares, strategy, strategic partnerships and collaborations, competitive position and opportunities in the marketplace, investment in and growth of our business, the pace and magnitude of change and client needs related to generative AI, the effectiveness of our recruiting and talent efforts and related costs, labor market trends, the anticipated amount of capital to be returned to shareholders, our anticipated financial performance, matters related to Project Leap, expectations related to our pending acquisition of Astreya, and other statements regarding matters that are not historical facts. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Factors that could cause actual results to differ materially from those expressed or implied include general economic conditions, the competitive and rapidly changing nature of the markets we compete in, our ability to successfully use AI-based technologies and the impact those technologies may have on the demand and terms for our services, the competitive marketplace for talent and its impact on employee recruitment and retention, legal, reputational and financial risks resulting from cyberattacks, changes in the regulatory environment, including with respect to immigration, trade and taxes, and the other factors are discussed in our most recent Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Cognizant undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities law.

Investor Relations Contact:

Media Contact:

Tyler Scott

Jeff DeMarrais

SVP, Investor Relations

SVP, Global Communications

+1 551-220-8246

+1 475-223-2298

Tyler.Scott@cognizant.com

Jeff.DeMarrais@cognizant.com

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