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CTSHCognizant

Technology · IT Services · Nasdaq

Cognizant is one of the world’s leading professional services companies, engineering modern businesses and delivering strategic outcomes for our clients. 10-K, Item 1

CTSH quote by TradingView
Employees
351,600
Headquarters
Teaneck, NJ
CEO
Ravi Kumar Singisetti
Next results
around Feb 3, 2027
Compare with peers → Embed

1 paragraph in Risk Factors of the 10-K filed Feb 12, 2026 with nothing like it in the 10-K filed Feb 12, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Compared with the Risk Factors in the latest 10-K of the other 74 Technology companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.

frequently, with less predictability or with greater intensity due to climate change or other drivers, could cause community disruptions and impact our employees’ abilities to commute or to work from home safely and effectively.

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New in the latest 10-Q

14 paragraphs in the 10-Q filed Oct 29, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

10-Q

GLOSSARY Defined Term Definition Term Loan Unsecured term loan under the Credit Agreement Third Circuit United States Court of Appeals for the Third Circuit Title VII Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. TriZetto The TriZetto Group, Inc., now known as Cognizant Technology Software Group, Inc. UK United Kingdom USDC-CDCA United States District Court for the Central District of California USDC-NJ United States District Court for the District of New Jersey USDC-SDNY United States District Court for the Southern District of New York Voluntary Attrition - Tech Services Includes all voluntary separations with the exception of employees in our Intuitive Operations and Automation practice and certain categories of negotiated separations

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Financial statements and notes

The Credit Agreement contained customary affirmative and negative covenants as well as a financial covenant. We were in compliance with all debt covenants and representations of the Credit Agreement as of September 30, 2026.

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We are required under the New Credit Agreement to make scheduled quarterly principal payments under the New Term Loan beginning in December 2027. The New Credit Agreement contains customary affirmative and negative covenants as well as a financial covenant. The financial covenant is tested at the end of each fiscal quarter and requires us to maintain a Leverage Ratio not in excess of 3.50 :1.00, or at our election for a period of up to four quarters following certain material acquisitions, 4.00 :1.00.

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Scheduled quarterly principal payments on the New Term Loan will begin in December 2027. As long-term debt (in the form of the New Term Loan) has been issued after the balance sheet date refinancing the short-term balances under the Term Loan, all balances related to the Term Loan were presented as long-term debt as of September 30, 2026. As such, there were no short-term debt balances as of September 30, 2026. As of December 31, 2025, we had $ 33 million of short-term debt related to current maturities of our Term Loan.

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In July 2025, the OBBBA was enacted in the United States, which, among other provisions, repealed the requirement to capitalize U.S. research and experimental costs. As a result, we concluded that it is not more likely than not that we will realize our deferred tax asset of $ 390 million related to research and experimental costs capitalized outside the United States. Therefore, in the third quarter of 2025, we recorded a one-time, non-cash income tax expense of $ 390 million, which increased our effective income tax rate for the three and nine months ended September 30, 2025.

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On October 5, 2026, we entered into the New Credit Agreement. See Note 6 for additional information.

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On October 21, 2026, we entered into a definitive agreement to acquire DyFlex Solutions, a leading SAP transformation firm headquartered in Australia, for approximately $ 210 million in cash payable upon closing, subject to customary closing adjustments. This acquisition is expected to strengthen our enterprise platform and AI and SAP capabilities in the region.

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In July 2025, the OBBBA was enacted in the United States, which, among other provisions, repealed the requirement to capitalize U.S. research and experimental costs. As a result, we concluded that it is not more likely than not that we will realize our deferred tax asset of $390 million related to research and experimental costs capitalized outside the United States. Therefore, in the third quarter of 2025, we recorded a one-time, non-cash income tax expense of $390 million. This impacted our Q3 2025 GAAP diluted EPS by $0.80, which is added back for the calculation of Adjusted EPS.

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Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025

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Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025

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We are required under the New Credit Agreement to make scheduled quarterly principal payments under the New Term Loan beginning in December 2027. The New Credit Agreement contains customary affirmative and negative covenants as well as a financial covenant. The financial covenant is tested at the end of each fiscal quarter and requires us to maintain a Leverage Ratio not in excess of 3.50:1.00, or at our election for a period of up to four quarters following certain material acquisitions, 4.00:1.00.

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Risk Factors

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.

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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 expect to record total costs of $180 million to $250 million, which consists of $150 million to $200 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.

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Other information

Name Title Action Date of adoption/termination Scheduled expiration date1 Aggregate number of securities to be purchased/sold Ravi Kumar Chief Executive Officer Adoption August 24, 2026 November 23, 2027 Sale of up to 16,025 shares of common stock Jatin Dalal Chief Financial Officer Adoption September 14, 2026 June 30, 2027 Sale of up to 40,000 shares of common stock Surya Gummadi President - Americas Adoption September 14, 2026 March 31, 2027 Sale of up to 15,385 shares of common stock John Kim Chief Legal Officer, Chief Administrative Officer and Corporate Secretary Adoption September 14, 2026 November 18, 2027 Sale of up to 10,000 shares of common stock ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Oct 29, 2026 against Item 1A of the 10-K filed Feb 12, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted and underlined). Text on the page, not a score; each links to the filing at sec.gov.

What the 10-Q itself says about its risk factors:
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:

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All 7 Added 7Reworded 0Quiet changes 0
Added10-Q 2026-10-29 vs 10-K 2026-02-12
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.

Read it in the 10-Q at sec.gov ↗

Added10-Q 2026-10-29 vs 10-K 2026-02-12
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 expect to record total costs of $180 million to $250 million, which consists of $150 million to $200 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.

Read it in the 10-Q at sec.gov ↗

Added10-Q 2026-10-29 vs 10-K 2026-02-12
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 $2,080 million as of September 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.

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Added10-Q 2026-10-29 vs 10-K 2026-02-12
During the three months ended September 30, 2026, we repurchased $258 million of our Class A common stock under our stock repurchase program as follows:

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Added10-Q 2026-10-29 vs 10-K 2026-02-12
Month Total Number Average Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs

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Added10-Q 2026-10-29 vs 10-K 2026-02-12
The aggregate purchase price and weighted average price per share do not include the excise tax on net stock repurchases. The excise tax was immaterial for the three months ended September 30, 2026.

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Added10-Q 2026-10-29 vs 10-K 2026-02-12
During the three months ended September 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 withholdings. For the three months ended September 30, 2026, such repurchases totaled 0.2 million shares at an aggregate cost of $11 million.

Read it in the 10-Q at sec.gov ↗

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