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Cognizant Technology Solutions 8-K Report, Regulation FD Disclosure (Jul 10, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed July 10, 2026
Period End
June 30, 2026
Security
CTSH
In the record · 2016–202610-K1110-Q338-K105

CTSH filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 105 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Nov ’18Nov ’18
  2. Leadership change8-K · Jun ’21Jun ’21
  3. Leadership change8-K · May ’25May ’25

01—Abstract

Summary

Summary of the 8-K filed July 10, 2026. Cited figures are marked; the original filing is the authoritative source.

Cognizant Technology Solutions (CTSH) disclosed in this Form 8-K (filed July 10, 2026) the proposed settlement of a stockholder derivative action, Palempalli v.

Patsalos-Fox, et al. (D.N.J. No. 2:21-cv-12025).

The U.S. District Court for the District of New Jersey entered a Preliminary Approval Order on June 30, 2026, and the Company is filing the Long-Form Notice (Exhibit 99.1) and Stipulation of Settlement (Exhibit 99.2) to comply with the order's notice requirements. The filing itself is a disclosure obligation rather than a new operating or financial event; no earnings, guidance, or balance sheet information is included. The economic terms are modest.

Defendants' insurers agreed to pay Cognizant $5.5 milliona, less a court-approved attorneys' fee and expense award capped at $1.83 million (about 33% of the fund) and a plaintiff service award of up to $15,000. Because this is a derivative action, the recovery goes to the Company, not to stockholders, and there is no claims process or common fund. Defendants deny all wrongdoing, and the settlement is not an admission of liability.

The claims concerned alleged FCPA violations, false statements, excessive share repurchases at inflated prices, and exposure to the previously settled $95 millionb securities class action (Securities Action), most of which was funded by D&O insurers. For investors, the key points are that the settlement resolves a long-running governance dispute with a limited financial impact, that it is subject to a settlement hearing before Judge Stacey D. Adams on September 14, 2026, and that stockholder objections are due by August 31, 2026.

Note that the Long-Form Notice contains a hearing date and judge that differ from the blank template in the Stipulation exhibits, which is consistent with the final version being filed. The settlement is also conditioned on final judgment and the judgment becoming final, so the $5.5 millionc remains contingent until those steps are complete.

02—Key points

Key Highlights

  1. Proposed settlement of derivative action Palempalli v. Patsalos-Fox (D.N.J.); Preliminary Approval Order entered June 30, 2026, and the 8-K discloses the Long-Form Notice and Stipulation as required.
  2. Defendants' D&O insurers agreed to pay Cognizant $5.5 million, minus court-approved attorneys' fees and expenses capped at $1.83 million (~33% of the fund).
  3. Plaintiff's counsel may request a service award of up to $15,000, to be paid from the fee and expense amount, not from Cognizant.
  4. Recovery is paid to the Company, not stockholders; the action is not a class action and there is no claims procedure or common fund.
  5. Claims allege breach of fiduciary duty, waste, unjust enrichment, and Section 10(b)/Rule 10b-5 violations tied to alleged FCPA violations, false statements, and share repurchases at excessive prices; all defendants deny wrongdoing.
  6. Settlement Hearing set for September 14, 2026, before Judge Stacey D. Adams in Newark; written objections due August 31, 2026.
  7. Settlement is conditioned on notice dissemination, court entry of judgment, and the judgment becoming final, and it carries no admission of liability.

03—Questions

Frequently Asked Questions

  1. How much is Cognizant receiving under the proposed settlement?

    Defendants' insurers have agreed to pay Cognizant $5.5 million, reduced by the court-approved attorneys' fee and expense amount (capped at $1.83 million) and any service award, which is capped at $15,000 and comes out of the fee amount. The net recovery to the Company will therefore be lower than $5.5 million.

  2. Will individual stockholders receive a payment?

    No. This is a stockholder derivative action brought on behalf of Cognizant, so any monetary recovery goes to the Company. The Long-Form Notice states there is no claims procedure and no common fund for stockholders to claim.

  3. Do the defendants admit wrongdoing?

    No. The defendants deny all allegations of wrongdoing, deny that the Board wrongfully refused the stockholder demand, and maintain they acted in good faith. The Stipulation states that the settlement is not an admission of liability or of the merits of any claim.

  4. What happens next in the approval process?

    The Court will hold a Settlement Hearing on September 14, 2026, to decide whether the settlement is fair, reasonable, and adequate and whether to approve the fee and service award. Stockholders may object in writing by August 31, 2026. The settlement becomes effective only after final judgment is entered and no longer subject to appeal, so the payment is not final until then.

  5. Does the settlement affect other litigation involving Cognizant?

    The release does not cover claims in Cognizant Technology Solutions Corp. v. Bohrer PLLC (Del. Super. Ct.) or claims against the paying insurers. The settlement also does not affect Plaintiff's right to claim recovery from the settlement fund in the related $95 million Securities Action.

04—Continue

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