CONDUENT (CNDT) CEO adds 117,099 shares in open-market purchase

Rhea-AI Filing Summary

CONDUENT Inc Chief Executive Officer Harshavardhan V. Agadi reported an open-market purchase of 117,099 shares of common stock at a weighted average price of $1.562 per share. The purchase was made through the Agadi Family Irrevocable 2021 Trust, which now holds 337,099 shares indirectly.

Additional indirect holdings total 100,000 shares through the GHS Holdings LLC Defined Benefit Pension Plan, and direct ownership stands at 1,796,829 shares of common stock, all as of February 20, 2026.

Insider Trade Summary

Net Buyer: 117,099 shares ($182,909)

Net Buy 3 txns

Insider Agadi Harshavardhan V

Role Chief Executive Officer

Bought 117,099 shs ($183K)

Type	Security	Shares	Price	Value
Purchase	Common Stock	117,099	$1.562	$183K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 337,099 shares (Indirect, Agadi Family Irrevocable 2021 Trust account); Common Stock — 1,796,829 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

Agadi Harshavardhan V

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		P		117,099	A	$1.562(1)	337,099	I	Agadi Family Irrevocable 2021 Trust account
Common Stock								100,000	I	GHS Holdings LLC Defined Benefit Pension Plan
Common Stock								1,796,829	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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.420 to $1.645, inclusive. The reporting person undertakes to provide to Conduent Incorporated (the Company), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4.

Remarks:

	/s/Michael Krawitz, attorney-in-fact	02/23/2026
	** 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 transaction did CONDUENT (CNDT) report for Harshavardhan V. Agadi?

CONDUENT reported that CEO Harshavardhan V. Agadi indirectly bought 117,099 shares of common stock in an open-market purchase. The weighted average price was $1.562 per share, with trades executed between $1.420 and $1.645 per share.

At what price did the CONDUENT (CNDT) CEO’s recent share purchase occur?

The CEO’s recent CONDUENT share purchase occurred at a weighted average price of $1.562 per share. According to the filing, individual trades were executed in multiple transactions at prices ranging from $1.420 to $1.645, inclusive, on the same date.

How many CONDUENT (CNDT) shares does the CEO now hold indirectly and directly?

After the reported transactions, the Agadi Family Irrevocable 2021 Trust holds 337,099 shares indirectly, and the GHS Holdings LLC Defined Benefit Pension Plan holds 100,000 shares indirectly. Harshavardhan V. Agadi also has 1,796,829 shares in direct ownership as of February 20, 2026.

Through which entities were the CONDUENT (CNDT) CEO’s indirect holdings reported?

The CEO’s indirect CONDUENT holdings were reported through two entities: the Agadi Family Irrevocable 2021 Trust, with 337,099 shares, and the GHS Holdings LLC Defined Benefit Pension Plan, with 100,000 shares, all classified as indirect ownership in the Form 4 filing.

What type of transaction was reported in the CONDUENT (CNDT) Form 4 for the CEO?

The Form 4 reports an open-market purchase of CONDUENT common stock by an entity associated with the CEO. The transaction is coded as “P,” indicating a purchase in the open market or a private transaction, and involves 117,099 shares bought on February 20, 2026.