Conduent (CNDT) grants CEO RSUs and PRSUs with share price hurdles

Rhea-AI Filing Summary

Conduent Inc. reported that Chief Executive Officer and director Harshavardhan V Agadi received new equity awards on January 16, 2026. He was granted 680,000 restricted stock units (RSUs) of common stock at $2.02 per share, which vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028. He was also granted 1,020,000 performance restricted stock units (PRSUs) that can only be settled in common stock and require both continued employment through December 31, 2028 and share price targets. The PRSUs begin to vest if the average closing stock price over any 120-day period between January 1, 2026 and December 31, 2028 reaches at least $2.50, with 25%–100% eligible to vest at price tiers of $2.50, $3.00, $4.00 and $5.00 or greater. Following these awards, he directly owned 1,796,829 common shares and had an additional 100,000 shares held indirectly through the GHS Holdings LLC Defined Benefit Pension Plan.

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^*

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)
01/16/2026

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	01/16/2026		A		680,000(1)	A	$2.02	776,829	D
Common Stock	01/16/2026		A		1,020,000(2)(3)	A	$2.02	1,796,829	D
Common Stock								100,000	I	GHS Holdings LLC Defined Benefit Pension Plan

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 January 16, 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 the 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 January 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, attorney-in-fact	01/21/2026
	** 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).
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FAQ

What equity awards did Conduent (CNDT) grant to its CEO on January 16, 2026?

Conduent granted CEO Harshavardhan V Agadi 680,000 RSUs of common stock at $2.02 per share and 1,020,000 performance restricted stock units (PRSUs) that can only be settled in common stock.

How do the RSUs granted to the Conduent (CNDT) CEO vest?

The 680,000 RSUs granted on January 16, 2026 vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028, with each RSU converting into one share of Conduent common stock upon vesting.

What performance conditions apply to the PRSUs awarded by Conduent (CNDT) to its CEO?

The PRSUs require continued employment through December 31, 2028 and an average closing stock price over any 120 consecutive days between January 1, 2026 and December 31, 2028 of at least $2.50 per share. Vesting eligibility ranges from 25% to 100% at price tiers of $2.50, $3.00, $4.00 and $5.00 or greater, with linear interpolation between those prices.

When are the Conduent (CNDT) CEO’s PRSU shares paid out if they vest?

For the PRSUs, vested shares are paid out within 60 days following the December 31, 2028 vesting date, and each PRSU converts into one share of Conduent common stock upon vesting.

How many Conduent (CNDT) shares does the CEO own after these grants?

After the reported transactions, CEO Harshavardhan V Agadi beneficially owned 1,796,829 Conduent common shares directly and 100,000 shares indirectly through the GHS Holdings LLC Defined Benefit Pension Plan.

Are the Conduent (CNDT) CEO’s new equity awards time-based, performance-based, or both?

The RSUs are time-based, vesting over three years through December 31, 2028, while the PRSUs are both time-based and performance-based, requiring continued employment and achieving specified average share price levels within the measurement period.