Every 8-K that Conduent Incorporated (CNDT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CNDT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CNDT filings page.
CONDUENT Inc (CNDT) reported that Conduent Incorporated and Conduent Business Services, LLC are defendants in U.S. lawsuits related to individuals who received notification letters after a January 2025 cybersecurity incident. Substantially all suits have been consolidated in the U.S. District Court for the District of New Jersey as In re: Conduent Business Services Data Breach Litigation.
The company denies the plaintiffs’ allegations but reached an agreement in principle to settle the consolidated case in August 2026, which was disclosed in a joint status report filed with the court on September 10, 2026. The settlement documentation is not finalized and remains subject to court approval, whose timing is uncertain. Conduent states that it maintains cyber insurance and does not expect the settlement to have a material impact on its financial position, results of operations, or cash flows.
Conduent Inc (CNDT) reported governance changes related to a prior Shareholders Agreement with Darwin A. Deason dated December 18, 2018. Scott Letier, who had been appointed as Mr. Deason’s designee under that agreement, had previously delivered an irrevocable resignation effective once Mr. Deason and his controlled affiliates no longer beneficially owned at least 4.9% of Conduent’s outstanding voting securities.
After reviewing the agreement and related ownership status, the Board determined on August 26, 2026 that the resignation condition was satisfied, and Mr. Letier’s service as a director and committee member ended that day. The company states that, in light of Mr. Deason’s death on December 2, 2025, all obligations under the Shareholders Agreement have been satisfied and it is of no further force and effect. The Board reconstituted its committees: Michael Fucci now chairs the Audit and Compensation Committees, Adam Demuyakor chairs the Corporate Governance Committee, and Greta Van chairs the Risk Oversight Committee.
Conduent Incorporated reported weaker results for the second quarter of 2026 while advancing a major portfolio and cost transformation. Revenue from continuing operations was $531 million, down 11.9% from $603 million a year earlier, reflecting contract losses and lower volumes partially offset by new business ramps. GAAP net loss was $116 million versus $40 million, including a $(69) million loss from continuing operations and a $(47) million loss from discontinued operations. Adjusted EBITDA from continuing operations declined to $16 million with a 3.0% margin, compared with $23 million and 3.8%.
Operating cash flow improved to $7 million from $(15) million, and adjusted free cash flow was $(8) million versus $(30) million. Conduent entered agreements to sell its Public Transit business to Modaxo for $164 million and its Tolling business to Quarterhill Inc. for $70 million plus a 7% equity interest, for expected gross proceeds of about $234 million that management plans to use largely for debt reduction. Adjusted net leverage was 2.1x with cash of $240 million and total debt of $718 million.
For full-year 2026, the company guides revenue to $2.15–$2.25 billion and adjusted EBITDA from continuing operations to $140–$170 million, and continues to target approximately $100 million in annualized cost savings and positive free cash flow in 2027.
Conduent Incorporated reported a leadership change in its legal function. On July 2, 2026, Michael Krawitz notified the company that he will resign as Executive Vice President, General Counsel and Corporate Secretary, effective July 31, 2026, to pursue other professional endeavors.
The company states that Mr. Krawitz will remain through the effective date to help ensure a smooth transition, and that his resignation is not due to any disagreement with Conduent regarding its financial reporting, operations, policies, practices, or any other matter.
Conduent Incorporated has signed an Asset Purchase Agreement to sell its tolling solutions business to Quarterhill Inc.. The purchase price is $70 million in cash, subject to customary adjustments, plus common shares equal to 7% of Quarterhill’s issued and outstanding stock immediately before closing.
Quarterhill will purchase specified tolling assets and assume certain liabilities, including surety bond obligations, which Conduent states will improve its financial profile and reduce exposure to non‑core obligations. Closing is subject to regulatory and other customary conditions, including competition and foreign investment approvals and Toronto Stock Exchange conditional approval for the share issuance, and is expected before the end of 2026.
The deal follows a previously announced agreement to sell Conduent’s Public Transit business, both from its Transportation division, as part of a strategy to simplify the portfolio, focus on core businesses, and strengthen its financial foundation while retaining upside through a 7% equity interest and board observer rights in Quarterhill.
Conduent Incorporated has signed a definitive Equity Interest Purchase Agreement to sell its Public Transit business, including Conduent Transport Solutions and certain non-U.S. subsidiaries, to Modaxo for a purchase price of $164 million, subject to customary adjustments. The buyer will hold back $10 million for one year for net tangible asset and indemnity matters and a further $12 million tied to customer project milestones, plus an additional one‑year holdback related to a representation and warranty insurance retention.
The deal, expected to close before the end of 2026 subject to regulatory approvals and other conditions, is positioned by Conduent as part of its strategy to simplify its portfolio, sharpen focus on core businesses, and strengthen its financial foundation. Conduent will retain its Tolling business, which supports more than 14 million tolling transactions per day, and has agreed to customary non‑competition restrictions relating to the divested Transit Business.
Conduent Incorporated is adding technology investor Adam Demuyakor to its Board of Directors, effective June 1, 2026. He will serve on the Compensation, Risk Oversight, and Corporate Governance Committees and receive standard non-employee director compensation as outlined in the company’s April 3, 2026 proxy statement.
Demuyakor is Founder and Managing Partner of Wilshire Lane Capital and has experience in generative AI, enterprise software, fintech, and infrastructure platforms, as well as governance roles such as Vice Chairman of the Housing Authority of the City of Los Angeles. Conduent highlights its scale, including approximately 48,000 associates, about $80 billion in government payments disbursed annually, roughly 2.0 billion customer service interactions each year, and over 14 million tolling transactions processed daily.
Conduent Incorporated held its Annual Meeting of Shareholders on May 14, 2026. All director nominees were elected, each receiving around 94–96 million votes in favor, with substantially fewer votes against or abstaining.
Shareholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 126,920,182 votes for and limited opposition. In addition, shareholders approved, on an advisory basis, the 2025 compensation of the company’s Named Executive Officers, with 90,937,311 votes for and 8,334,262 against, indicating broad support for the executive pay program.
Conduent Incorporated reported first quarter 2026 results showing weaker revenue but much stronger profitability and cash flow. Revenue was $723 million, down 3.7% year-over-year, yet GAAP net loss narrowed to $33 million from $51 million as costs declined and mix improved.
Adjusted EBITDA rose to $49 million with a 6.8% margin, up from $37 million and 4.9%. Operating cash flow improved to $(8) million from $(58) million, and adjusted free cash flow improved to $(15) million from $(74) million. Government and Transportation segments grew, while Commercial revenue fell, including pressure from the largest client.
Conduent ended the quarter with $251 million of cash, a net adjusted leverage ratio of 2.8x, and $190 million of unused revolver capacity. For 2026, the company targets $2.8–$2.9 billion of revenue and $160–$190 million of adjusted EBITDA, and for 2027 it guides to flat-to-positive revenue, $190–$220 million of adjusted EBITDA, and positive cash generation, supported by more than $200 million of expected divestiture proceeds in 2026 and over $100 million of cost efficiencies over the next 18 months.
Conduent Incorporated reported a leadership change in its Public Sector Solutions business. On May 1, 2026, Executive Vice President Adam Appleby informed the company he will resign from his role, effective May 19, 2026, to pursue other professional endeavors.
The company states that Mr. Appleby’s resignation is not due to any disagreement regarding its financial reporting, operations, policies, practices, or any other matter. He will remain with Conduent through May 19, 2026 to help ensure a smooth transition.
Conduent Incorporated reported a change in its senior leadership. The employment of Mark Prout, who served as Executive Vice President and Chief Information and Technology Officer, was terminated without cause, effective March 24, 2026. Under this separation, he will receive compensation and benefits in line with the company’s U.S. Executive Severance Policy, indicating that his departure is being handled according to existing executive severance arrangements.
Conduent Incorporated reported changes to its board of directors. Kathy Higgins Victor informed the company she will not stand for reelection at the 2026 Annual Meeting of Shareholders so she can focus on other professional commitments. She will continue serving on the Board, the Risk Oversight Committee and as Chair of the Compensation Committee until the meeting, and her decision is stated as not stemming from any disagreement with the company’s operations, policies or practices.
Effective March 4, 2026, the Board elected Greta Van, Chief Audit Executive of Jack Henry & Associates, as a new director. She will serve on the Risk Oversight and Audit Committees and receive the standard non‑employee director compensation on a pro rata basis for fiscal 2026. The company notes there are no related‑party transactions reportable for Ms. Van and no arrangements or understandings behind her selection. Conduent also issued a press release announcing her appointment and highlights its global business services, including approximately $80 billion in annual government payments and about 2.0 billion customer service interactions each year.
Conduent Incorporated reported mixed fourth quarter and full-year 2025 results. Q4 revenue was $770 million, down 3.8% year over year, and full-year revenue was $3,042 million, down 9.4%. The company posted a Q4 GAAP net loss of $33 million and a full-year net loss of $170 million, compared with a $426 million profit in 2024, largely because the prior year included sizeable divestiture gains.
Profitability on an adjusted basis improved. Q4 adjusted EBITDA rose to $50 million from $32 million, lifting margin to 6.5% from 4.0%. For 2025, adjusted EBITDA increased to $164 million from $124 million, with margin up to 5.4% from 3.9%, helped by cost optimization and higher-margin items.
The company ended 2025 with $243 million in cash and total debt of $687 million, implying a net adjusted leverage ratio of 2.8x. Full-year operating cash flow was $(73) million and adjusted free cash flow was $(130) million. Management highlighted stronger trends in Government and Transportation, weaker performance in Commercial, and outlined priorities around cost reduction, portfolio optimization, and converting sales pipeline into growth.
Conduent Incorporated announced a leadership change effective January 16, 2026. Clifford Skelton stepped down as President, Chief Executive Officer, and director, with the company stating there is no disagreement regarding its operations, policies, or practices. He will receive separation benefits consistent with a termination without cause under existing company plans and his equity award agreements.
The Board appointed longtime director and prior Chairman Harsha V. Agadi as Chief Executive Officer, and named Margarita Paláu-Hernández as independent Chair of the Board. Under an offer letter, Mr. Agadi will receive a base salary of $880,000, a 2026 target short-term incentive equal to 150% of salary, and a long-term equity award of 1.7 million stock units, 40% as time-vesting RSUs and 60% as PSUs tied to stock price goals between $2.50 and $5.00 over a three-year period ending December 28, 2028. His awards include vesting protections tied to service, certain termination events, and change in control.
Conduent Incorporated (CNDT) furnished materials related to its third-quarter 2025 results. The company submitted an 8-K noting it released its Q3 2025 financial results press release and provided the investor presentation used for its results call. These materials are attached as Exhibit 99.1 (press release) and Exhibit 99.2 (presentation) and are furnished under Items 2.02 and 7.01, respectively, and therefore are not deemed “filed” for liability purposes under Section 18 of the Exchange Act.
The filing also includes standard forward-looking statements language outlining business risks and uncertainties. Conduent’s common stock trades on the NASDAQ Global Select Market under the symbol CNDT.
Conduent (CNDT) appointed Michael J. Fucci to its Board of Directors, effective October 27, 2025. Fucci is the former Executive Chairman of Deloitte U.S. LLP. He will receive the Company’s standard non‑employee director compensation on a pro rata basis for fiscal year 2025, as outlined in Conduent’s April 8, 2025 proxy statement.
The filing states there are no transactions with Mr. Fucci requiring disclosure under Item 404(a) of Regulation S‑K and no arrangements or understandings related to his selection. Conduent furnished a press release announcing the appointment as Exhibit 99.1.
Conduent Incorporated reported a leadership change tied to a broader management reorganization. As part of eliminating a management layer and restructuring roles and responsibilities, the company terminated the employment of Michael McDaniel, its Executive Vice President of Commercial Solutions, without cause, effective October 7, 2025. This type of termination typically reflects structural changes rather than performance issues.
Under the disclosure, McDaniel will receive compensation and benefits in line with Conduent’s U.S. Executive Severance Policy, indicating he is being treated under the company’s standard severance framework for executives. No additional financial terms or successor details are provided in this report.
Conduent Incorporated (CNDT) amended its existing credit agreement on August 26, 2025 to restructure its bank facilities. The amendment prepays in full the Term A loans and reduces the revolving credit capacity to approximately $357 million (split into ~$187 million maturing August 26, 2028 and ~$170 million maturing October 15, 2026). It also adds a new performance letter of credit facility of approximately $93 million maturing August 26, 2028. Interest on revolver borrowings is based on a margin over base rate or SOFR with SOFR margins of 1.75%–3.00% and base rate margins of 0.75%–2.00%, plus commitment fees of 0.30%–0.55%. Performance letters of credit carry margins of 1.05%–1.80% plus similar commitment fees. The credit facilities are unconditionally guaranteed and secured by substantially all assets and impose financial covenants including a consolidated first lien net leverage ratio not to exceed 4.50x and a fixed charge coverage ratio of at least 2.50x.
Conduent (NASDAQ:CNDT) filed an 8-K (Item 8.01) detailing board leadership changes effective August 6 2025.
- Director Harsha V. Agadi will become Chairman of the Board, succeeding Scott Letier.
- Scott Letier will transition to Audit Committee Chair.
No executive departures, financial metrics or strategic shifts were announced. The move reflects the Board’s periodic refreshment policy and carries governance significance but no immediate earnings impact.