SEC Form 4 · accession 0001978273-26-000009

CONDUENT Inc · CNDT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1RSU Awards of restricted stock units ("RSUs") granted on August 31, 2026 that vest in equal amounts on August 31, 2027, August 31, 2028 and August 31, 2029. Each RSU converts to one share of Conduent Incorporated common stock ("Common Stock") upon vesting.
• F2Award of performance restricted stock units ("PRSUs") that can only be settled in Common Stock. PRSUs have two vesting conditions - a service condition and a share price condition. The service condition requires continued employment through August 31, 2029 (the "Vesting Date"). The share price condition requires an average closing stock price over any 120 consecutive calendar day period during the measurement period of August 31, 2026 through August 31, 2029 (the "average closing price") of at least $2.50 per share. If an average closing price of $2.50/share is achieved, 25% is eligible to vest; if an average closing price of $3.00/share is achieved, 50% is eligible to vest; if an average closing price of $4.00/share is achieved, 75% is eligible to vest, and if an average closing price of $5.00/share or greater is achieved, 100% is eligible to vest, with linear interpolation between stock prices.
• F3Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.