COGNIZANT TECHNOLOGY SOLUTIONS CORP
For the period ended Jun 30, 2026. Filed Jul 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Jul 29, 2026
CTSH$64.72-2.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-29.
0001058290-26-000016
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0001058290-26-000031
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 15 previous paragraphs and 14 current paragraphs.
6 unchanged; 5 reworded; 3 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
(a) In May 2026, we entered into ASR agreements with financial institutions to purchase $500 million of our Class A common stock (the "May 2026 ASR"). In total, 9.7 million shares were repurchased under the May 2026 ASR at an average repurchase price of $51.54.
Current report
(1) The trading plan may also expire on such earlier date as all transactions under the trading plan are completed.
Current report
Each of the trading arrangements listed in the above table is intended to satisfy the affirmative defense conditions of Rule 10b5-1.
Removed paragraphs (4)
Previous report
Project Leap, including the associated reductions in headcount, could disrupt our business, may not result in anticipated savings, and could result in total costs and expenses that are greater than expected.
Previous report
In the second quarter of 2026, we introduced Project Leap, a program designed to accelerate our transformation to the operating model of the future by funding investments in our integrated offerings, AI capabilities and partnerships, reshaping productivity through competitive offerings and upskilling our workforce. In connection with Project Leap, we announced that we expect to record total costs of $230 million to $320 million consisting of $200 million to $270 million of employee severance and other personnel related costs and $30 million to $50 million of other charges. Project Leap may disrupt operations, cause the loss of institutional knowledge and expertise, and harm our ability to recruit new employees and retain our remaining employees, all of which could have an adverse effect on our ability to deliver client services and execute on our business plan. There can be no assurance that we will be successful in implementing Project Leap. In addition, we may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from Project Leap due to unforeseen difficulties, delays or unexpected costs. If the actual amount and timing of costs differ from our current expectations and estimates or we are unable to realize the expected operational efficiencies and cost savings from Project Leap, our operating results and financial condition would be adversely affected. Furthermore, we may incur unanticipated charges or be required to make cash payments as a result of Project Leap that were not previously contemplated, which could result in an adverse effect on our business or results of operations.
Previous report
On April 29, 2026, we committed to Project Leap described in Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Executive Summary – Business Outlook (“Business Outlook”). Project Leap is a program designed to accelerate our transformation to the operating model of the future by funding investments in our integrated offerings, AI capabilities and partnerships, reshaping productivity through competitive offerings and upskilling our workforce. By fostering a workforce that is properly sized, AI-enabled and possesses the skills required for success as well as optimizing our technology footprint, we aim to streamline operations and enhance productivity through AI-led efficiencies, creating a more agile and cost-effective operating model. Decisions regarding the elimination of positions are subject to local law and consultation requirements in certain countries, as well as our business needs. The total restructuring charges expected in connection with this program and the anticipated timing of such costs are described under Business Outlook and are incorporated into this item.
Reworded paragraphs (5)
Previous wording
There have been no material changes in our risk factors from those disclosed in "Part I, Item 1A, Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, except as follows:
Current wording
Except as disclosed in “Part II, Item 1A, Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, there have been no material changes in our risk factors from those disclosed in "Part I, Item 1A, Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Previous wording
Our stock repurchase program was initially adopted in 2017 and has been amended from time to time, including most recently in March 2025, to authorize the repurchase of up to $13.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under 10b5-1 Plans in accordance with applicable federal securities laws. The repurchase program does not have an expiration date and had a remaining balance of $1,491 million as of March 31, 2026. The timing of repurchases and the exact number of shares to be purchased are determined by management, in its discretion, or pursuant to a 10b5-1 Plan, and depend upon market conditions and other factors.
Current wording
Our stock repurchase program was initially adopted in 2017 and has been amended from time to time, including most recently in May 2026, to authorize the repurchase of up to $15.5 billion, excluding fees and expenses, of our Class A common stock through open market purchases, including under 10b5-1 Plans, and through ASR agreements entered into with financial institutions, in accordance with applicable federal securities laws. The repurchase program does not have an expiration date and had a remaining balance of $2,338 million as of June 30, 2026. The timing of repurchases and the exact number of shares to be purchased are determined by management, in its discretion, or pursuant to a 10b5-1 Plan, and depend upon market conditions and other factors.
Previous wording
During the three months ended March 31, 2026, we repurchased $427 million of our Class A common stock under our stock repurchase program as follows:
Current wording
During the three months ended June 30, 2026, we repurchased $1,153 million of our Class A common stock under our stock repurchase program as follows:
Previous wording
During the three months ended March 31, 2026, we also purchased shares in connection with our stock-based compensation plans, whereby shares of our Class A common stock were tendered by employees for payment of applicable statutory tax withhol dings. For the three months ended March 31, 2026, such repurchases totaled 0.3 million shares at an aggregate cost of$17 million.
Current wording
During the three months ended June 30, 2026, we also purchased shares in connection with our stock-based compensation plans, whereby shares of our Class A common stock were tendered by employees for payment of applicable statutory tax withhol dings. For the three months ended June 30, 2026, such repurchases totaled 0.2 million shares at an aggregate cost of$10 million.
Previous wording
No director or Section 16 officer adopted orterminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K) during the three months ended March 31, 2026.
Current wording
No director or Section 16 officer adopted orterminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K) during the three months ended June 30, 2026, except as follows: