SEC Form 3 · accession 0001677703-26-000103
CONDUENT Inc · CNDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anna Sever
Officer — President Government Solutions
Period of report
Aug 26, 2026
Accepted (ET)
Sep 1, 2026 · 5:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001677703
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6 | holding | — | — | — | 182,282 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F135,866 Shares owned outright.
- F2101,739 restricted stock units (RSUs), which will convert into an equivalent number of shares of Conduent Incorporated's common stock (Common Stock) upon vesting, consisting of (i) 52,356 RSUs remaining from the August 31, 2025 grant, vesting in equal installments on August 31, 2026 and August 31, 2027, and (ii) 49,383 RSUs remaining from the April 1, 2025 grant, vesting in equal installments on December 31, 2026 and December 31, 2027;
- F316,044 Performance Restricted Stock Units Relative Total Shareholder Return 2024 awards (2024 PRSU-rTSR awards); Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The 2024 PRSU-rTSR award will cliff vest on August 31, 2027, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2024 through December 31, 2026, the shares will vest on August 31, 2027 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout.
- F4The vested shares are paid out within 60 days following the vesting date. The 2024 PRSU-rTSR award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 6x the fair market value of the target number of PRSUs on the date of grant.
- F528,633 Performance Restricted Stock Units Relative Total Shareholder Return (2025 PRSU-rTSR awards); Award of PRSUs that can only be settled in Common Stock. The 2025 PRSU-rTSR award will cliff vest on December 31, 2027, subject to Conduent Incorporated's rTSR meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2025 through December 31, 2027, the shares will vest on December 31, 2027 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout.
- F6The vested shares are paid out within 60 days following the vesting date. The 2025 PRSU-rTSR award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 4x the fair market value of the target number of PRSUs on the date of grant.