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  4. [Form 3] CONDUENT Inc Initial Statement of Beneficial Ownership

Conduent president lists 182K equity interests

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

CONDUENT Inc (CNDT) reported initial equity holdings for Anna Sever, President Government Solutions, on a Form 3. She beneficially holds 182,282 equity-based interests, consisting of 35,866 shares of common stock, 101,739 time-based RSUs, and performance-based PRSUs targeting 16,044 shares from 2024 awards and 28,633 shares from 2025 awards, all settled in common stock upon meeting vesting and performance conditions.

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Insider Sever Anna
Role President Government Solutions
Type Security Shares Price Value
holding Common Stock F1, F2, F3, F4, F5, F6 -- -- --
Holdings After Transaction: Common Stock — 182,282 shares (Direct)
Footnotes (6)
  1. F1. 35,866 Shares owned outright.
  2. F2. 101,739 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;
  3. F3. 16,044 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.
  4. F4. The 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.
  5. F5. 28,633 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.
  6. F6. The 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.
Total equity-based interests 182,282 shares Total beneficial holdings following the reported positions
Common Stock owned outright 35,866 shares Shares of Conduent Inc common stock owned outright by Anna Sever
Restricted Stock Units (RSUs) 101,739 units Time-based RSUs convertible into common stock upon vesting
2024 PRSU-rTSR target 16,044 units Performance RSUs tied to relative TSR, cliff vesting on August 31, 2027
2025 PRSU-rTSR target 28,633 units Performance RSUs tied to relative TSR, cliff vesting on December 31, 2027
Performance payout range 50%–150% Payout range versus target for both 2024 and 2025 PRSU-rTSR awards
restricted stock units (RSUs) financial
"101,739 restricted stock units (RSUs), which will convert into an equivalent"
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 financial
"16,044 Performance Restricted Stock Units Relative Total Shareholder Return"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
relative total shareholder return financial
"subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR)"
Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.
cliff vest financial
"The 2024 PRSU-rTSR award will cliff vest on August 31, 2027"
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.
fair market value financial
"capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 6x the fair market value"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

FAQ

Who is the insider in CONDUENT Inc (CNDT)'s Form 3 filing and what is their role?
The Form 3 identifies Anna Sever as the reporting person. She is an officer of Conduent Inc, serving as President Government Solutions, and this filing reports her initial beneficial ownership of the company’s equity-based interests.

How many CONDUENT Inc (CNDT) shares does Anna Sever currently own outright?
Anna Sever owns 35,866 shares of Conduent Inc common stock outright. These are separate from her restricted stock units (RSUs) and performance restricted stock units (PRSUs), which will convert into common shares only upon vesting and, for PRSUs, performance satisfaction.

What restricted stock units (RSUs) in CNDT does Anna Sever hold and when do they vest?
Anna Sever holds 101,739 RSUs, including 52,356 RSUs from an August 31, 2025 grant vesting on August 31, 2026 and August 31, 2027, and 49,383 RSUs from an April 1, 2025 grant vesting on December 31, 2026 and December 31, 2027.

What are the key terms of Anna Sever’s 2024 PRSU-rTSR awards in CNDT?
Her 2024 PRSU-rTSR award targets 16,044 shares and cliff vests on August 31, 2027, subject to Conduent’s relative total shareholder return from April 1, 2024 through December 31, 2026. Payout ranges from 50% at the 25th percentile to 150% at the 75th percentile, with caps on negative TSR and value.

What are the key terms of Anna Sever’s 2025 PRSU-rTSR awards in CNDT?
Her 2025 PRSU-rTSR award targets 28,633 shares and cliff vests on December 31, 2027, based on relative total shareholder return from April 1, 2025 through December 31, 2027. Payout similarly ranges from 50% to 150% of target, with caps on negative TSR and on maximum value.

How many total equity-based interests in CNDT does Anna Sever beneficially hold?
Anna Sever beneficially holds 182,282 equity-based interests, including common shares, RSUs, and PRSUs. This total reflects 35,866 common shares, 101,739 RSUs, and performance-based PRSU targets of 16,044 shares for 2024 and 28,633 shares for 2025.

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

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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*
Sever Anna
(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 Government 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 Stock182,282(1)(2)(3)(4)(5)(6)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. 35,866 Shares owned outright.
2. 101,739 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;
3. 16,044 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.
4. The 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.
5. 28,633 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.
6. The 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.
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)

Source: View Original Filing on SEC EDGAR