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  4. [8-K] CONDUENT Inc Reports Material Event

Conduent closes transit sale, receives $140M

Conduent intends to use $125 million of net sale proceeds to repay its revolving credit facility.

Filing Impact
(Moderate)
Filing Sentiment

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment worksHow the balance works

Form Type
8-K

Rhea-AI Filing Summary

Conduent Incorporated completed the sale of its public transit and fare collection business to Modaxo France Holdings SAS at a $164 million base purchase price, subject to customary adjustments. Conduent received $140 million in cash at closing; the buyer retained a $10 million purchase-price holdback for a maximum of one year and a $12 million special holdback whose release depends on target completion dates for a former customer. Other closing adjustments were $2 million, and $15 million in cash was transferred to the buyer at closing.

An amendment made Modaxo France Holdings SAS the sole buyer and waived certain closing conditions related to governmental filings. A subsequent sale of certain assets located in India to a subsidiary of the buyer is subject to required Indian regulatory approval. Conduent intends to use $125 million in net proceeds to repay its revolving credit facility; it expects to pay $3 million in transaction costs and $7 million in income taxes in the fourth quarter of 2026. Separately, the Tolling business sale to Quarterhill is expected to close before the end of 2026. Unaudited pro forma statements show 2025 revenue of $2.671 billion versus historical revenue of $3.042 billion; these statements are not forecasts of future results.

1 point · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 0 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major point. Forward-looking: it has not happened yet and may not happen.The $125 million in net sale proceeds is intended for revolving-credit repayment. 49% of market cap

Negative

  • None.

Filing Explained

The completed Transit sale alone does not complete Conduent’s exit from its Transportation segment: the company says that exit depends on the still-pending Tolling sale; after it closes, Conduent says it would operate in Commercial and Government.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Base purchase price $164 million Transit sale; subject to customary adjustments
Cash received at closing $140 million Transit sale
Purchase-price holdback $10 million Buyer retained it for a maximum of one year
Special holdback $12 million Release depends on target completion dates for a former customer
Net proceeds intended for revolving-credit repayment $125 million Intended use under the credit agreement
Transaction costs $3 million Expected payment in the fourth quarter of 2026
Income taxes $7 million Expected payment in the fourth quarter of 2026
2025 unaudited pro forma revenue $2.671 billion For the year ended December 31, 2025
purchase price holdback financial
"a $10 million purchase price holdback for a maximum of one year"
special holdback financial
"a $12 million special holdback"
transition services arrangements financial
"transition services arrangements entered into in connection with the Transit Sale"
unaudited pro forma condensed consolidated financial statements financial
"unaudited pro forma condensed consolidated financial statements"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did CNDT receive for its transit business sale?
Conduent received $140 million in cash at closing. The buyer retained a $10 million purchase-price holdback for a maximum of one year and a $12 million special holdback whose release depends on target completion dates for a former customer; other closing adjustments were $2 million.

Who is buying CNDT’s India assets, and what approval is required?
Certain assets located in India and owned by Conduent Business Services India LLP are to be sold to a subsidiary of Modaxo France Holdings SAS at a subsequent closing, subject to required regulatory approval in India.

How long do CNDT’s transition services arrangements last?
The transition services terms range from 6 to 12 months, depending on the service. Conduent expects to eliminate the related costs when the applicable transition service terminates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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September 30, 20260001677703falsefalse00016777032026-09-302026-09-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 30, 2026
conduentlogoa10.jpg
 CONDUENT INCORPORATED
(Exact name of registrant as specified in its charter)  
New York001-3781781-2983623
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(IRS Employer
Identification No.)
100 Campus Drive,Suite 200,
Florham Park,New Jersey
07932
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 663-2638
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueCNDTNASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01. Entry into a Material Definitive Agreement.
As previously announced on May 21, 2026, Conduent Incorporated ("Conduent"), by and through its wholly owned subsidiary, Conduent Business Services, LLC (“CBS” and together with Conduent, the "Company"), entered into an Equity Interest Purchase Agreement (the “Purchase Agreement”) with Modaxo USA Holdings, Inc. (“US Buyer”) and Modaxo France Holdings SAS (“French Buyer” and together with US Buyer, “Buyer”), and Modaxo Group Inc. Under the Purchase Agreement, CBS agreed to sell all of the issued and outstanding equity interests of Conduent Transport Solutions, Inc. and certain non‑U.S. subsidiaries that comprise the Company’s public transit and fare collection business on the terms and subject to the conditions set forth therein for $164 million (the “Transit Sale”).
On September 30, 2026, CBS, Buyer and Modaxo Group, Inc. entered into the First Amendment to Equity Interest Purchase Agreement (the “Amendment”) to amend the Purchase Agreement to, among other things, (1) remove US Buyer as a party to the Purchase Agreement such that French Buyer is the sole Buyer under the Purchase Agreement, (2) provide for certain assets located in India and owned by Conduent Business Services India LLP to be sold to a subsidiary of French Buyer at a subsequent closing, subject to receipt of required regulatory approval in India, and (3) waive certain closing conditions related to certain governmental filings. All other material terms of the Purchase Agreement, which was previously filed by Conduent as Exhibit 2.3 to the Quarterly Report on Form 10-Q dated August 10, 2026, remain the same. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Report is incorporated by reference herein.
On October 1, 2026, the Transit Sale was completed and the Company received $140 million from the Buyer in the form of cash consideration. At closing the Buyer retained (i) a $10 million purchase price holdback for a maximum of one year to secure net tangible asset related adjustments, (ii) a $12 million special holdback, the release of which is dependent upon certain target completion dates for a former customer and (iii) certain other closing adjustments of $2 million. In the fourth quarter of 2026, the Company will pay transaction costs of $3 million and income taxes of $7 million. In addition, $15 million in cash was transferred to the Buyer at close. Conduent intends to use the net proceeds received from the Transit Sale of $125 million for the repayment of the revolving credit facility based on the terms of the credit agreement.
Other than in respect of the Purchase Agreement, the Amendment and the transition services arrangements entered into in connection with the Transit Sale, there is no material relationship between the Company and French Buyer.
Item 7.01. Regulation FD Disclosure
On October 1, 2026, the Company issued a press release announcing the completion of the Transit Sale, a copy of which is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial statements of Conduent, after giving effect to the Transit Sale, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein:
•Conduent’s unaudited pro forma condensed consolidated balance sheet as of June 30, 2026; and
•Conduent’s unaudited pro forma condensed consolidated statements of income (loss) for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, and for the six months ended June 30, 2026.
The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of Conduent’s consolidated results of operations or financial position that would have been reported had the Transit


Sale been completed as of the dates presented and should not be taken as representation of Conduent’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances.
(d) Exhibits.
Exhibit No.Description
2.1*
First Amendment to Equity Interest Purchase Agreement, dated September 30, 2026, among Conduent Business Services, LLC, Modaxo USA Holdings, Inc., Modaxo France Holdings SAS, and Modaxo Group, Inc.
99.1
Press Release, dated October 1, 2026 (furnished pursuant to Item 7.01).
99.2
Unaudited Pro Forma Condensed Consolidated Financial Statements of Conduent Incorporated
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Certain attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. Conduent will furnish supplementally copies of such attachments to the SEC or its staff upon request.


Forward-Looking Statements
This Report and any exhibits to this Report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, as amended. The words "anticipate," "believe," "estimate," "expect," "plan," "intend," "will," "aim," "should," "could," "forecast," "target," "may," "continue to," "endeavor," "if," "growing," "projected," "potential," "likely," "see," "ahead," "further," "going forward," "on the horizon," and similar expressions (including the negative and plural forms of such words and phrases), as they relate to us, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but may not be limited to, statements regarding the Transit Sale, the expected receipt of the holdback amounts described in Item 2.01, the intended use of proceeds from the Transit Sale, expected transaction costs and income taxes and, as set forth in Exhibit 99.2, the pending sale of the Company's Tolling business. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, many of which are outside of our control, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this Report, any exhibits to this Report and other public statements we make. Important factors and uncertainties that could cause our actual results to differ materially from those in our forward-looking statements include, but are not limited to: the risk that we do not receive some or all of the holdback amounts, including as a result of post-closing purchase price adjustments, indemnification claims or the failure to satisfy the conditions to release; the risk that transaction costs, Taxes or other amounts payable in connection with the Transit Sale exceed our current expectations; unexpected costs or liabilities in connection with the Transit Sale, including under our post-closing obligations; with respect to the pending sale of our Tolling business, the risk that required regulatory approvals, third-party consents or other closing conditions are not satisfied such that the closing is delayed or does not occur; the risk of litigation or regulatory actions; our inability to retain and hire key personnel; and other factors that are set forth in the "Risk Factors" and other sections of our Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this Report speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this report to be signed on its behalf by the undersigned duly authorized.
Date: October 6, 2026
 
CONDUENT INCORPORATED
By:
/s/ GEORGE ABATE
George Abate
Vice President, Chief Accounting Officer

EXHIBIT 99.1
conduentlogoa10.jpg
News from Conduent



Conduent Completes Sale of Its Public Transit Business to Modaxo
$164 million transaction advances Conduent’s strategy to simplify its portfolio and sharpen its focus
FLORHAM PARK, N.J.--(BUSINESS WIRE)--Oct. 1, 2026-- Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services provider, today announced that it has completed the sale of its Public Transit Business to Modaxo, a global technology organization focused on moving the world’s people. The transaction has a base purchase price of $164 million, subject to customary adjustments. Conduent announced the agreement on May 21, 2026.
“This divestiture is an important step in our strategy to simplify our portfolio, sharpen our focus on our core businesses and strengthen our financial foundation,” said Harsha V. Agadi, Conduent President and Chief Executive Officer. “With the completion of this transaction, and our planned exit from the Transportation segment upon the anticipated closing of the Tolling transaction, we are creating a more focused portfolio positioned to deliver sustainable, long-term value for our shareholders, clients and employees.”
The Public Transit Business includes Conduent’s Transit Fare Management and Fleet Management Solutions businesses, with operations across North America, Europe, Australia, the Middle East and Latin America.
The completed sale follows Conduent’s June announcement that it has agreed to sell its Tolling business to Quarterhill Inc. (TSX: QTRH) (OTCQX: QTRHF), a leading global provider of intelligent transportation system solutions. The transaction is expected to close before the end of 2026. Upon completion of the Tolling transaction, Conduent will have exited its Transportation segment and will operate across its Commercial and Government segments.
“We wish our employees in the Public Transit Business all the best as they begin this next chapter with Modaxo, and we thank them for their contributions and dedication to Conduent,” Agadi added.
1
EXHIBIT 99.1
About Conduent  
Conduent is a global technology-enabled operating partner that helps businesses and governments simplify complexity, modernize mission-critical operations and deliver measurable outcomes through AI, automation, data and human expertise. Learn more at www.conduent.com.
Note: To receive RSS news feeds, visit www.news.conduent.com. For open commentary, industry perspectives and views, visit https://x.com/Conduent, http://www.linkedin.com/company/conduent or http://www.facebook.com/Conduent.
Trademarks
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.
Forward-Looking Statements
This press release may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "estimate," "expect," "plan," "intend," "will," "aim," "should," "could," "forecast," "target," "may," "continue to," "endeavor," "if," "growing," "projected," "potential," "likely," "see," "ahead," "further," "going forward," "on the horizon," and similar expressions (including the negative and plural forms of such words and phrases), as they relate to us, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact included in this press release are forward-looking statements, including, but not limited to, statements regarding the expected receipt of additional proceeds from the sale of Conduent's Public Transit business; the pending sale of Conduent's Tolling business, including that such transaction will be consummated and the timing of such consummation; our planned exit from the Transportation segment; and expectations regarding our strategy to simplify our portfolio, sharpen our focus, strengthen our financial foundation, and drive value for our shareholders, clients and employees. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, many of which are outside of our control, that could cause actual results to differ materially from those expected or implied by such forward-looking statements contained in this press release, any exhibits to this press release and other public statements we make. Important factors and uncertainties that could cause actual results to differ materially from those in our forward-looking statements include, but are not limited to: the risk that we do not receive
2
EXHIBIT 99.1
some or all of the additional proceeds expected from the sale of our Public Transit business, including as a result of post-closing purchase price adjustments or the failure to satisfy any post-closing conditions; with respect to the pending sale of our Tolling business, the risk that required regulatory approvals, third-party consents or other closing conditions are not satisfied such that the closing is delayed or does not occur, unexpected costs, liabilities or delays, significant transaction costs, negative effects of the pendency of the transaction on the market price of our common stock or operating results, including as a result of changes in key customer, supplier, employee or other business relationships, and contractual restrictions during the pendency of the transaction that could adversely affect our ability to pursue business opportunities or strategic transactions; the risk of litigation or regulatory actions; our inability to retain and hire key personnel; and other factors that are set forth in the "Risk Factors" and other sections of our Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this press release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law. any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise, except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261001420244/en/
Media Contact:
Remy Kaul, Conduent, media@conduent.com
Investor Relations Contact:
Nick Goel, Conduent, ir@conduent.com
Source: Conduent Incorporated
3
EXHIBIT 99.2
Conduent Incorporated
Unaudited Pro Forma Condensed Consolidated Financial Statements
Introduction
As previously announced on May 21, 2026, Conduent Incorporated ("Conduent"), by and through its wholly owned subsidiary, Conduent Business Services, LLC (“CBS” and together with Conduent, the "Company"), entered into an Equity Interest Purchase Agreement (the “Purchase Agreement”) with Modaxo USA Holdings, Inc. (“US Buyer”) and Modaxo France Holdings SAS (“French Buyer” and together with US Buyer, “Buyer”), and Modaxo Group Inc. Under the Purchase Agreement, CBS agreed to sell all of the issued and outstanding equity interests of Conduent Transport Solutions, Inc. and certain non‑U.S. subsidiaries that comprise the Company’s public transit and fare collection business (the “Business”) on the terms and subject to the conditions set forth therein for $164 million (the “Transit Sale”).
On September 30, 2026, CBS, Buyer and Modaxo Group, Inc. entered into the First Amendment to Equity Interest Purchase Agreement (the “Amendment”) to amend the Purchase Agreement to, among other things, (1) remove US Buyer as a party to the Purchase Agreement such that French Buyer is the sole Buyer under the Purchase Agreement, (2) provide for certain assets located in India and owned by Conduent Business Services India LLP to be sold to a subsidiary of French Buyer at a subsequent closing, subject to receipt of required regulatory approval in India, and (3) waive certain closing conditions related to certain governmental filings. All other material terms of the Purchase Agreement, which was previously filed by Conduent as Exhibit 2.3 to the Quarterly Report on Form 10-Q dated August 10, 2026, remain the same. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment.
On October 1, 2026, the Transit Sale was completed and the Company received $140 million from the Buyer in the form of cash consideration. At closing the Buyer retained (i) a $10 million purchase price holdback for a maximum of one year to secure net tangible asset related adjustments, (ii) a $12 million special holdback, the release of which is dependent upon certain target completion dates for a former customer and (iii) other closing adjustments of $2 million. In the fourth quarter of 2026, the Company will pay transaction costs of $3 million and income taxes of $7 million. In addition, $15 million in cash was transferred to the Buyer at close. Conduent intends to use the net proceeds received from the Transit Sale of $125 million for the repayment of the revolving credit facility based on the terms of the credit agreement.
The unaudited pro forma condensed consolidated financial information of the Company was derived from the historical condensed consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet gives effect to the Transit Sale as if it occurred on June 30, 2026. The unaudited pro forma condensed consolidated statement of income (loss) for the six months ended June 30, 2026, gives effect to the Transit Sale as if it occurred on January 1, 2026. The unaudited pro forma condensed consolidated statements of income (loss) for the years ended December 31, 2025, 2024, and 2023, give effect to the Transit Sale as if it occurred on January 1, 2023. The following unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s historical financial statements and accompanying notes for the six months ended June 30, 2026, and years ended December 31, 2025, 2024, and 2023, which were included in the Company’s Form 10-Q filed on August 10, 2026, and Form 10-K filed on February 19, 2026, respectively.
The unaudited pro forma condensed consolidated financial information is based on information currently available and assumptions that the Company believes are reasonable. Such information is provided for illustrative and informational purposes only and is not intended to reflect what the Company’s consolidated financial position and results of operations would have been had the Transit Sale occurred on the dates indicated above and is not necessarily indicative of the Company’s future consolidated financial position and results of operations.
1
EXHIBIT 99.2
Conduent Incorporated
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2026

(in millions)Conduent HistoricalSale of Transit (Note b)Transaction AdjustmentsNotesUnaudited Pro Forma
Assets
Cash and cash equivalents$228 $(15)$15 (a)$228 
Accounts receivable, net337 — — 337 
Assets of discontinued operations held for sale386 (235)— 151 
Contract assets10 — — 10 
Other current assets136 — 13 (a)(d)149 
Total current assets1,097 (250)28 875 
Land, buildings and equipment, net152 — — 152 
Operating lease right-of-use assets110 — — 110 
Deferred contract costs, net72 — — 72 
Goodwill614 — — 614 
Other long-term assets200 — 9 (a)(c)209 
Total Assets$2,245 $(250)$37 $2,032 
Liabilities and Equity
Current portion of long-term debt$21 $— $— $21 
Accounts payable95 — — 95 
Accrued compensation and benefits costs127 — — 127 
Contract liabilities46 — — 46 
Liabilities of discontinued operations held for sale206 (135)— 71 
Other current liabilities212 — 6 (c)(e)218 
Total current liabilities707 (135)6 578 
Long-term debt697 — (125)(e)572 
Deferred taxes16 — — 16 
Operating lease liabilities83 — — 83 
Other long-term liabilities74 — — 74 
Total Liabilities1,577 (135)(119)1,323 
Series A convertible preferred stock142 — — 142 
Common stock2 — — 2 
Treasury stock at cost(235)— — (235)
Additional paid-in capital3,969 — — 3,969 
Retained earnings (deficit)(2,767)— 18 (c)(d)(e)(2,749)
Accumulated other comprehensive loss(443)— 23 (c)(420)
Total Equity526 — 41 567 
Total Liabilities and Equity$2,245 $(135)$(78)$2,032 


2
EXHIBIT 99.2
Conduent Incorporated
Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)
For the Six Months Ended June 30, 2026
(in millions, except per share data. Shares in thousands)Conduent HistoricalSale of Transit (Note b)Transaction AdjustmentsNotesUnaudited Pro Forma
Revenue$1,118 $— $— $1,118 
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)897 — (3)(d)894 
Selling, general and administrative (excluding depreciation and amortization)158 — — 158 
Research and development (excluding depreciation and amortization)1 — — 1 
Depreciation and amortization78 — — 78 
Restructuring and related costs28 — — 28 
Interest expense25 — (4)(e)21 
(Gain) loss on divestitures and transaction costs, net3 — — 3 
Litigation settlements (recoveries), net1 — — 1 
Other (income) expenses, net3 — — 3 
Total Operating Costs and Expenses1,194 — (7)1,187 
Income (Loss) Before Income Taxes from Continuing Operations(76)— 7 (69)
Income tax expense (benefit) from Continuing Operations15 — — (f)15 
Net Income (Loss) from Continuing Operations(91)— 7 (84)
Net Income (Loss) per Share:
Basic$(0.62)$(0.57)
Diluted$(0.62)$(0.57)
Weighted Average Shares Outstanding
Basic155,095 155,095 
Diluted155,095 155,095 
3
EXHIBIT 99.2
Conduent Incorporated
Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)
For the Year Ended December 31, 2025
(in millions, except per share data. Shares in thousands)Conduent HistoricalSale of Transit (Note b)Transaction AdjustmentsNotesUnaudited Pro Forma
Revenue$3,042 $(371)$— $2,671 
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)2,490 (298)(6)(d)2,186 
Selling, general and administrative (excluding depreciation and amortization)412 (41)(1)(d)370 
Research and development (excluding depreciation and amortization)4 — — 4 
Depreciation and amortization194 (14)— 180 
Restructuring and related costs35 — — 35 
Interest expense48 — (8)(e)40 
Loss on extinguishment of debt1 — — 1 
Goodwill impairment— — — — 
(Gain) loss on divestitures and transaction costs, net11 — — 11 
Litigation settlements (recoveries), net(1)— — (1)
Other (income) expenses, net8 — — 8 
Total Operating Costs and Expenses3,202 (353)(15)2,834 
Income (Loss) Before Income Taxes(160)(18)15 (163)
Income tax expense (benefit)10 (5)— (f)5 
Net Income (Loss)(170)(13)15 (168)
Net Income (Loss) per Share:
Basic$(1.14)$(1.13)
Diluted$(1.14)$(1.13)
Weighted Average Shares Outstanding
Basic158,422 158,422 
Diluted158,422 158,422 
4
EXHIBIT 99.2
Conduent Incorporated
Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)
For the Year Ended December 31, 2024
(in millions, except per share data. Shares in thousands)Conduent HistoricalSale of Transit (Note b)Unaudited Pro Forma
Revenue$3,356 $(341)$3,015 
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)2,730 (291)2,439 
Selling, general and administrative (excluding depreciation and amortization)455 (31)424 
Research and development (excluding depreciation and amortization)6 — 6 
Depreciation and amortization204 (14)190 
Restructuring and related costs46 — 46 
Interest expense75 (1)74 
Loss on extinguishment of debt8 — 8 
Goodwill impairment28 — 28 
(Gain) loss on divestitures and transaction costs, net(696)— (696)
Litigation settlements (recoveries), net9 — 9 
Other (income) expenses, net(13)3 (10)
Total Operating Costs and Expenses2,852 (334)2,518 
Income (Loss) Before Income Taxes504 (7)497 
Income tax expense (benefit)78 (3)75 
Net Income (Loss)$426 $(4)$422 
Net Income (Loss) per Share:
Basic$2.28 $2.26 
Diluted$2.23 $2.21 
Weighted Average Shares Outstanding
Basic182,513 182,513 
Diluted191,130 191,130 
5
EXHIBIT 99.2
Conduent Incorporated
Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss)
For the Year Ended December 31, 2023
(in millions, except per share data. Shares in thousands)Conduent HistoricalSale of Transit (Note b)Unaudited Pro Forma
Revenue$3,722 $(237)$3,485 
Operating Costs and Expenses
Cost of services (excluding depreciation and amortization)2,888 (217)2,671 
Selling, general and administrative (excluding depreciation and amortization)458 (24)434 
Research and development (excluding depreciation and amortization)7 — 7 
Depreciation and amortization264 (13)251 
Restructuring and related costs62 — 62 
Interest expense111 (2)109 
Goodwill impairment287 — 287 
(Gain) loss on divestitures and transaction costs, net10 — 10 
Litigation settlements (recoveries), net(30)— (30)
Other (income) expenses, net(3)— (3)
Total Operating Costs and Expenses4,054 (256)3,798 
Income (Loss) Before Income Taxes(332)19 (313)
Income tax expense (benefit)(36)5 (31)
Net Income (Loss)$(296)$14 $(282)
Net Income (Loss) per Share:
Basic$(1.41)$(1.35)
Diluted$(1.41)$(1.35)
Weighted Average Shares Outstanding
Basic216,779 216,779 
Diluted216,779 216,779 
6
EXHIBIT 99.2
Conduent Incorporated
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
1. Basis of Presentation
The unaudited pro forma condensed consolidated financial statements give effect to the pro forma transaction accounting adjustments necessary to reflect the Transit Sale as if it had occurred as of January 1, 2026, in the unaudited pro forma condensed consolidated statement of income (loss) for the six months ended June 30, 2026, and on June 30, 2026 in the unaudited pro forma condensed consolidated balance sheet. The pro forma adjustments also reflect the Transit Sale as if it had occurred as of January 1, 2023 in the unaudited pro forma condensed consolidated statement of income (loss) for each of the years ended December 31, 2025, 2024 and 2023.
2. Pro Forma Adjustments
The unaudited pro forma condensed consolidated financial statements reflect the following adjustments:
(a)    Adjustment reflects components of the Transit Sale to calculate the pro forma cash adjustment, as follows:
(in millions)
Purchase price per Purchase Agreement$164 
Less: Purchase price holdback10 
Less: Special holdback12 
Less: Other closing adjustments2 
Total cash proceeds at closing140 
Less: Net cash proceeds used to pay down revolving credit facility125 
Pro forma cash adjustment$15 
(b)    Adjustments reflect the disposition of net assets and liabilities of the Business as of June 30, 2026, and the elimination of revenue, costs of services, selling, general and administrative, and other operating expenses of the Business.
(c)    Adjustment reflects after-tax gain of $11 million calculated as follows: $164 million representing the purchase price less (i) the net assets of the disposed Business of $115 million, including cash of $15 million, (ii) estimated direct transaction costs of $3 million, (iii) cumulative translation adjustment of $23 million, (iv) discount on the special holdback of $3 million, (v) other closing adjustments of $2 million and (vi) estimated income tax provision of $7 million. The balance sheet effects of the adjustment for transaction costs and income taxes are included in other current liabilities.
(d)    Adjustment reflects TSA fees included in cost of services and selling, general and administrative expenses of $3 million and $0 million for the six months ended June 30, 2026, and $6 million and $1 million for the year ended December 31, 2025, respectively. The TSA terms range from 6 to 12 months depending on the service. When the TSA terminates, we expect to eliminate the related costs. The balance sheet effects of the TSA are reflected in Other current assets.
(e)    Adjustments reflect the estimated reduction to interest expense related to the intended use of the estimated net proceeds from the Transit Sale for repayment of $125 million of the Company’s revolving credit facility as if such debt was repaid on January 1, 2026 for the six months ended June 30, 2026 and January 1 for the year ended December 31, 2025. For purposes of the pro forma interest expense adjustment, the weighted average interest rate of the revolving credit
7
EXHIBIT 99.2
facility was used to calculate the adjustment. The balance sheet effects of the adjustment are included in other current liabilities.
(f)    Adjustment represents the estimated income tax effects related to the pro forma adjustments tax effected at the applicable US effective rate, net of valuation allowances.
8

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