STOCK TITAN

Conduent president Wehbe reports 175K-share stake

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

CONDUENT Inc (CNDT) filed an initial statement of beneficial ownership for George Wehbe, President Commercial Solutions. He reports direct beneficial ownership of 175,653 shares of common stock, combining currently owned shares and equity awards.

The position includes 840 shares owned outright, 116,543 RSUs granted May 13, 2026 that vest in three equal installments on December 31, 2026, 2027 and 2028, and 58,270 performance RSUs that cliff vest on December 31, 2028 subject to stock-price hurdles between $2.50 and $5.00 per share.

Positive

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Insider Wehbe George
Role President Commercial Solutions
Type Security Shares Price Value
holding Common Stock F1, F2, F3 -- -- --
Holdings After Transaction: Common Stock — 175,653 shares (Direct)
Footnotes (3)
  1. F1. 840 Shares owned outright.
  2. F2. 116,543 Restricted Stock Units (RSUs) granted on May 13, 2026, which will convert into an equivalent number of shares of Conduent Incorporated's common stock (Common Stock) upon vesting, that vest in equal 1/3 installments on December 31, 2026, December 31, 2027 and December 31, 2028;
  3. F3. 58,270 Performance Restricted Stock Units Share Price Hurdle (2026 PRSU-Share Hurdle awards); Award of performance restricted stock units that can only be settled in Common Stock. The 2026 PRSU-Share Hurdle award will cliff vest on December 31, 2028, subject to Conduent Incorporated's Common Stock meeting an average closing stock price over any 120 consecutive calendar day period during the measurement period of April 1, 2026 through December 31, 2028 (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.
Total beneficial ownership 175,653 shares Total shares of CONDUENT Inc common stock beneficially owned following the reported holdings
Shares owned outright 840 shares Common stock owned outright by George Wehbe
Restricted Stock Units 116,543 RSUs RSUs granted May 13, 2026 that vest in three equal installments on December 31, 2026, 2027 and 2028
Performance RSUs 58,270 PRSUs 2026 PRSU-Share Hurdle awards that cliff vest on December 31, 2028 if stock-price conditions are met
Minimum stock-price hurdle $2.50 per share Average closing price required for 25% of the 2026 performance RSUs to be eligible to vest
Maximum stock-price hurdle $5.00 per share Average closing price at which 100% of the 2026 performance RSUs are eligible to vest
Measurement period start April 1, 2026 Start of the 120-day measurement window for average closing stock-price hurdles
Cliff vesting date December 31, 2028 Cliff vest date for the 2026 Performance Restricted Stock Units Share Price Hurdle awards
Restricted Stock Units (RSUs) financial
"116,543 Restricted Stock Units (RSUs) granted on May 13, 2026"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
Performance Restricted Stock Units Share Price Hurdle financial
"58,270 Performance Restricted Stock Units Share Price Hurdle (2026 PRSU-Share Hurdle awards)"
cliff vest financial
"The 2026 PRSU-Share Hurdle award will cliff vest on December 31, 2028"
A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.
average closing stock price financial
"subject to Conduent Incorporated's Common Stock meeting an average closing stock price"
linear interpolation financial
"100% is eligible to vest, with linear interpolation between stock prices"

FAQ

Who is the reporting insider in CNDT's latest Form 3?

The reporting insider is George Wehbe, who serves as President Commercial Solutions at CONDUENT Inc (CNDT). The Form 3 reports his initial beneficial ownership of the company’s common stock and related equity awards.

How many CNDT shares does George Wehbe beneficially own in this Form 3?

George Wehbe reports beneficial ownership of 175,653 shares of CONDUENT Inc common stock, including currently owned shares and unvested equity awards such as restricted stock units and performance restricted stock units.

How many CNDT shares does George Wehbe own outright?

George Wehbe owns 840 shares of CONDUENT Inc common stock outright. The rest of his reported beneficial ownership consists of restricted stock units and performance restricted stock units that may convert into common shares upon vesting and meeting performance conditions.

What restricted stock units (RSUs) does George Wehbe hold in CNDT?

He holds 116,543 RSUs granted on May 13, 2026, which convert into an equal number of CONDUENT Inc common shares upon vesting. These RSUs vest in three equal installments on December 31, 2026, 2027 and 2028.

What are the performance RSUs and price hurdles reported for CNDT?

George Wehbe holds 58,270 performance RSUs that cliff vest on December 31, 2028 if average closing stock-price hurdles are met between $2.50 and $5.00 per share over a 120-day period from April 1, 2026 to December 31, 2028.

How much of the CNDT performance RSUs can vest at each stock-price level?

For the 58,270 CNDT performance RSUs, 25% is eligible to vest at an average price of $2.50, 50% at $3.00, 75% at $4.00, and 100% at $5.00 or greater, with linear interpolation between these stock prices.

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

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Wehbe George

(Last)(First)(Middle)
100 CAMPUS DRIVE
SUITE 200

(Street)
FLORHAM PARK NEW JERSEY 07932

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2026
3. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [ CNDT ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President Commercial Solutions
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock175,653(1)(2)(3)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 840 Shares owned outright.
2. 116,543 Restricted Stock Units (RSUs) granted on May 13, 2026, which will convert into an equivalent number of shares of Conduent Incorporated's common stock (Common Stock) upon vesting, that vest in equal 1/3 installments on December 31, 2026, December 31, 2027 and December 31, 2028;
3. 58,270 Performance Restricted Stock Units Share Price Hurdle (2026 PRSU-Share Hurdle awards); Award of performance restricted stock units that can only be settled in Common Stock. The 2026 PRSU-Share Hurdle award will cliff vest on December 31, 2028, subject to Conduent Incorporated's Common Stock meeting an average closing stock price over any 120 consecutive calendar day period during the measurement period of April 1, 2026 through December 31, 2028 (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.
Remarks:
/s/ Anna Novoseletsky, attorney-in-fact09/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)