Conduent (CNDT) EVP reports stock award vesting and tax-withheld shares

Rhea-AI Filing Summary

Conduent Inc. executive Michael E. Krawitz, EVP, GC & Secretary, reported several stock transactions dated February 10, 2026 related to performance-based equity awards. The filing shows a disposition of 25,416 common shares tied to partial forfeiture of performance restricted stock units with a 50% payout.

Additional transactions reflect 12,112 and 10,737 shares withheld to cover taxes on vested performance restricted stock units and an acquisition of 22,531 common shares issued upon vesting of revenue growth-based awards with an approximate 22% payout. After these transactions, Krawitz directly held 1,067,002 Conduent common shares.

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

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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 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)
	EVP, GC & Secretary

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		25,416(1)	D	$0	1,067,320	D
Common Stock	02/10/2026		F		12,112(2)	D	$1.43	1,055,208	D
Common Stock	02/10/2026		A		22,531(3)	A	$0	1,077,739	D
Common Stock	02/10/2026		F		10,737(2)	D	$1.43	1,067,002	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	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Conduent (CNDT) report for Michael Krawitz?

Conduent reported that EVP, GC & Secretary Michael E. Krawitz recorded multiple stock transactions on February 10, 2026, including forfeiture of performance units, tax-withholding share dispositions, and new shares issued upon vesting of performance-based awards certified by the company’s Compensation Committee.

How many Conduent (CNDT) shares does Michael Krawitz hold after this Form 4?

After the reported transactions, Michael E. Krawitz directly holds 1,067,002 shares of Conduent common stock. This figure reflects the combined effect of forfeited performance units, tax-withholding dispositions, and newly issued shares from vested performance restricted stock units.

What caused the 25,416-share disposition reported by Conduent (CNDT)?

The 25,416-share disposition represents partial forfeiture of performance restricted stock units granted April 1, 2023, tied to a total shareholder return performance condition. These units vested December 31, 2025 with a 50% payout, which Conduent’s Compensation Committee certified on February 10, 2026.

Why were some Conduent (CNDT) shares withheld from Michael Krawitz?

The Form 4 shows 12,112 and 10,737 Conduent shares withheld to pay taxes on vested performance restricted stock units. These tax-withholding transactions use shares to satisfy tax obligations instead of separate cash payments, a common structure for equity compensation.

What performance conditions were tied to Conduent (CNDT) stock awards in this filing?

The filing describes awards tied to total shareholder return from April 1, 2023 through December 31, 2025, and separate awards tied to revenue growth from January 1, 2023 through December 31, 2025. Payout percentages were 50% and approximately 22%, respectively, upon Committee certification.

Are the reported Conduent (CNDT) transactions open-market buys or sells?

The transactions are primarily equity award-related, not open-market trades. They include disposition from forfeited performance units, shares withheld for tax payments, and shares acquired through vesting of performance restricted stock units, all connected to Conduent’s long-term incentive compensation programs.