Conduent (CNDT) accounting officer logs RSU vesting, forfeiture and tax moves

Rhea-AI Filing Summary

Conduent principal accounting officer George Joseph Abate reported several equity award-related share movements. On February 10, 2026 he disposed of 1,461 common shares through partial forfeiture of performance RSUs tied to total shareholder return and had 612 and 543 shares withheld at $1.43 per share to satisfy tax obligations on vested performance RSUs.

He also acquired 1,296 common shares upon vesting of performance RSUs linked to revenue growth, following certified payout percentages of 50% and approximately 22% for the respective programs. After these transactions, he directly owned 72,553 shares of Conduent common stock.

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^*

Abate George Joseph

(Last) (First) (Middle)

100 CAMPUS DRIVE

SUITE 200

(Street)

FLORHAM PARK NJ 07932

(City) (State) (Zip)

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)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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

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

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

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	02/10/2026		D		1,461(1)	D	$0	72,412	D
Common Stock	02/10/2026		F		612(2)	D	$1.43	71,800	D
Common Stock	02/10/2026		A		1,296(3)	A	$0	73,096	D
Common Stock	02/10/2026		F		543(2)	D	$1.43	72,553	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. This represents the partial forfeiture of performance restricted stock units granted on April 1, 2023 that were subject to vesting based upon a pre-established total shareholder return performance condition for the period of April 1, 2023 through December 31, 2025. Such performance restricted stock units vested on December 31, 2025, with a payout percentage of 50%, which was certified by Conduent Incorporated's Compensation Committee on February 10, 2026.

2. Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

3. This represents the number of shares of common stock issued upon the vesting of certain performance restricted stock units granted to the reporting person on April 1, 2023 that were subject to vesting based upon a pre-established revenue growth performance condition for the period of January 1, 2023 through December 31, 2025. Such performance restricted stock units vested on December 31, 2025, with a payout percentage of approximately 22%, which was certified by Conduent Incorporated's Compensation Committee on February 10, 2026.

Remarks:

	/s/Michael Krawitz, attorney-in-fact	02/12/2026
	** 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.

FAQ

What insider activity did Conduent (CNDT) report for George Joseph Abate?

Conduent reported that Principal Accounting Officer George Joseph Abate forfeited 1,461 common shares, had 612 and 543 shares withheld for taxes, and acquired 1,296 shares from vested performance RSUs. Following these equity award-related moves, he directly held 72,553 Conduent common shares.

Were Conduent (CNDT) shares in this Form 4 bought or sold on the open market?

The reported Conduent share changes were not open-market trades. They stem from performance restricted stock units vesting, partial forfeiture, and shares withheld to cover tax liabilities. One line shows 1,296 shares acquired from vesting, while others reflect forfeiture or tax-withholding dispositions.

What performance conditions governed the Conduent (CNDT) RSUs in this filing?

The filing describes two performance RSU programs: one based on total shareholder return from April 1, 2023 to December 31, 2025, and another based on revenue growth from January 1, 2023 to December 31, 2025. Certified payout percentages were 50% and approximately 22%, respectively.

How many Conduent (CNDT) shares does George Joseph Abate own after these transactions?

After the reported RSU-related transactions, George Joseph Abate directly owns 72,553 Conduent common shares. This figure reflects the net impact of the 1,461-share forfeiture, 1,296-share RSU vesting, and shares withheld to cover tax obligations tied to those vested awards.

Why were some Conduent (CNDT) shares withheld at $1.43 in this Form 4?

The Form 4 shows 612 and 543 Conduent shares withheld at $1.43 per share to pay taxes on vested performance RSUs. This tax-withholding disposition is a common mechanism where shares from vesting awards are retained to satisfy the reporting person’s tax liabilities.

What role does George Joseph Abate hold at Conduent (CNDT) in this Form 4?

The filing identifies George Joseph Abate as an officer of Conduent, serving as Principal Accounting Officer. His reported share movements relate to equity compensation, specifically performance restricted stock units with conditions based on total shareholder return and revenue growth over multi-year performance periods.