Conduent EVP Granted RSU and PRSU Awards

Conduent Inc executive Michael E. Krawitz, EVP, GC & Secretary, reported equity-based compensation grants of Common Stock on April 1, 2026.

Rhea-AI Filing Summary

Conduent Inc executive Michael E. Krawitz, EVP, GC & Secretary, reported equity-based compensation grants of Common Stock on April 1, 2026. He received 413,533 restricted stock units (RSUs) at $1.33 per share that vest in equal portions on December 31, 2026, December 31, 2027, and December 31, 2028, with each RSU converting into one common share upon vesting. He was also granted 206,766 performance restricted stock units (PRSUs) at $1.33 per share, which require continued employment through December 31, 2028 and achievement of average closing stock price targets between $2.50 and $5.00 over any 120-day period within the measurement window from April 1, 2026 to December 31, 2028. Following these awards, his directly held common stock increased to 1,687,301 shares.

Insider Trade Summary

Grant/Award: 620,299 shares

Grant/Award 2 txns

Insider KRAWITZ MICHAEL E

Role EVP, GC & Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	413,533	$1.33	$550K
Grant/Award	Common Stock	206,766	$1.33	$275K

Holdings After Transaction: Common Stock — 1,687,301 shares (Direct)

Footnotes (3)

1. F1. RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 2028. Each RSU converts to one share of Conduent Incorporated common stock ("Common Stock") upon vesting.
2. F2. Award 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 December 31, 2028 (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 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.
3. F3. Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.

Key Figures

RSU grant size: 413,533 shares PRSU grant size: 206,766 shares Grant price: $1.33 per share +5 more

8 metrics

RSU grant size 413,533 shares Time-based RSUs granted April 1, 2026 at $1.33

PRSU grant size 206,766 shares Performance RSUs granted April 1, 2026 at $1.33

Grant price $1.33 per share Reference price for both RSUs and PRSUs

Post-grant holdings 1,687,301 shares Common stock held directly after April 1, 2026 grants

Service vesting date December 31, 2028 Service condition end date for PRSUs

Price hurdle (minimum) $2.50 per share Average closing price required for 25% PRSU eligibility

Price hurdle (maximum) $5.00 per share Average closing price required for 100% PRSU eligibility

Measurement period April 1, 2026–December 31, 2028 Window for 120-day average price test on PRSUs

Key Terms

restricted stock units ("RSUs"), performance restricted stock units ("PRSUs"), service condition, share price condition, +2 more

6 terms

restricted stock units ("RSUs") financial

"RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance restricted stock units ("PRSUs") financial

"Award of performance restricted stock units ("PRSUs") that can only be settled"

service condition financial

"PRSUs have two vesting conditions - a service condition and a share price condition."

share price condition financial

"PRSUs have two vesting conditions - a service condition and a share price condition."

average closing stock price financial

"The share price condition requires an average closing stock price over any 120 consecutive"

Vesting Date financial

"The service condition requires continued employment through December 31, 2028 (the "Vesting Date")."

FAQ

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

What insider transactions did Conduent (CNDT) report for Michael E. Krawitz?

Conduent reported equity grants to EVP, GC & Secretary Michael E. Krawitz. He received 413,533 RSUs and 206,766 PRSUs of Common Stock on April 1, 2026, both priced at $1.33 per share, as part of his executive compensation package.

How do the new RSU awards for Conduent (CNDT) executive Michael Krawitz vest?

The 413,533 RSUs granted to Michael Krawitz vest in three equal installments. Vesting occurs on December 31, 2026, December 31, 2027, and December 31, 2028, with each vested restricted stock unit converting into one share of Conduent common stock upon vesting.

What performance conditions apply to Conduent (CNDT) PRSU awards granted to Michael Krawitz?

The 206,766 PRSUs require continued employment through December 31, 2028 and share price milestones. Average closing stock prices between $2.50 and $5.00 over any 120-day period from April 1, 2026 to December 31, 2028 determine the portion, from 25% to 100%, that can vest.

What share ownership does Michael Krawitz hold in Conduent (CNDT) after these grants?

After the reported awards, Michael Krawitz directly holds 1,687,301 shares of Conduent common stock. This figure reflects his position following the April 1, 2026 RSU and PRSU grants, which are structured to settle in stock as vesting conditions are satisfied.

At what price were the Conduent (CNDT) RSU and PRSU awards to Michael Krawitz valued?

Both the RSU and PRSU awards to Michael Krawitz carry a grant price reference of $1.33 per share. This price applies to the 413,533 RSUs and 206,766 PRSUs granted on April 1, 2026, which will convert into common shares upon meeting vesting conditions.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/03/2026 - 03:41 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

KRAWITZ MICHAEL E

(Last) (First) (Middle)

100 CAMPUS DRIVE

SUITE 200

(Street)

FLORHAM PARK NEW JERSEY 07932

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [ CNDT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A		413,533(1)	A	$1.33	1,480,535	D
Common Stock	04/01/2026		A		206,766(2)(3)	A	$1.33	1,687,301	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 2028. Each RSU converts to one share of Conduent Incorporated common stock ("Common Stock") upon vesting.

2. Award 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 December 31, 2028 (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 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.

3. Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.

Remarks:

	/s/ Michael Krawitz	04/03/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)