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Conduent grants 145K RSUs to EVP Novoseletsky

Conduent’s EVP and General Counsel received time-based RSUs and performance-based PRSUs tied to multi-year share price and service conditions.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CONDUENT Inc (symbol: CNDT) is the issuer of record for a Form 4 filing submitted to the SEC. Novoseletsky Anna Rose reported acquisition or exercise transactions in this Form 4 filing.

CONDUENT Inc (CNDT) reported that executive officer Anna Rose Novoseletsky, EVP, GC & Secretary, received equity awards in the form of common-stock-based units on August 31, 2026. These include a grant of 145,348 RSUs vesting in three equal annual installments from August 31, 2027 through August 31, 2029, and 72,674 PRSUs that vest on August 31, 2029 only if both continued service and specified share-price hurdles between $2.50 and $5.00 per share are achieved. No Rule 10b5-1 trading plan is reported.

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Insider Novoseletsky Anna Rose
Role EVP, GC & Secretary
Type Security Shares Price Value
Grant/Award Common Stock F1 145,348 $0.00 $0.00
Grant/Award Common Stock F2, F3 72,674 $0.00 $0.00
Holdings After Transaction: Common Stock — 218,022 shares (Direct)
Footnotes (3)
  1. F1. RSU Awards of restricted stock units ("RSUs") granted on August 31, 2026 that vest in equal amounts on August 31, 2027, August 31, 2028 and August 31, 2029. 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 August 31, 2029 (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 August 31, 2026 through August 31, 2029 (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.
RSUs granted 145,348 units Time-based RSU grant on August 31, 2026, vesting in three equal annual installments
PRSUs granted 72,674 units Performance restricted stock units granted on August 31, 2026, vesting subject to conditions on August 31, 2029
RSU vesting dates August 31, 2027; August 31, 2028; August 31, 2029 Equal portions of the RSU award vest on each date
PRSU service period end (Vesting Date) August 31, 2029 Continued employment through this date required for PRSUs
PRSU share price thresholds $2.50; $3.00; $4.00; $5.00 per share Average closing stock price thresholds determining 25%, 50%, 75%, or 100% vesting eligibility
Measurement period length for PRSUs 120 consecutive calendar days Average closing stock price is measured over any such period between August 31, 2026 and August 31, 2029
PRSU payout timing Within 60 days Vested PRSUs are paid out within 60 days following the August 31, 2029 Vesting Date
restricted stock units ("RSUs") financial
"RSU Awards of restricted stock units ("RSUs") granted on August 31, 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"
Vesting Date financial
"The service condition requires continued employment through August 31, 2029 (the "Vesting Date")"
average closing stock price financial
"The share price condition requires an average closing stock price over any 120"

FAQ

What equity awards did CNDT grant to EVP, GC & Secretary Anna Rose Novoseletsky?
On August 31, 2026, she was granted 145,348 RSUs and 72,674 PRSUs, each convertible into one share of Conduent common stock upon vesting, subject to the stated service and performance conditions.

How do the RSUs granted to the Conduent (CNDT) executive vest?
The 145,348 RSUs granted on August 31, 2026 vest in equal amounts on August 31, 2027, August 31, 2028, and August 31, 2029. Each vested RSU converts into one share of Conduent common stock.

What are the performance conditions for the PRSUs granted by CNDT?
The 72,674 PRSUs require continued employment through August 31, 2029 and an average closing stock price over any 120-day period between August 31, 2026 and August 31, 2029 of at least $2.50, $3.00, $4.00, or $5.00 per share, determining 25%, 50%, 75%, or 100% eligibility to vest.

When will the performance RSUs for Conduent (CNDT) be paid if they vest?
Any PRSUs that satisfy both the service and share-price conditions vest on August 31, 2029, and vested shares are paid out within 60 days following that Vesting Date. Each PRSU converts into one share of Conduent common stock upon vesting.

Were the CNDT equity grants to the executive made under a Rule 10b5-1 plan?
No. The filing indicates that no Rule 10b5-1 trading plan is reported in connection with these equity grants to the Conduent executive officer.

What share price levels affect vesting of Conduent (CNDT) PRSUs?
The PRSUs use average closing stock price thresholds of $2.50, $3.00, $4.00, and $5.00 per share over any 120-day period in the measurement window. These thresholds determine whether 25%, 50%, 75%, or 100% of the award is eligible to vest.

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SEC Form 4
FORM 4UNITED 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*
Novoseletsky Anna Rose
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, GC & Secretary
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/31/2026A145,348(1)A$0145,348D
Common Stock08/31/2026A72,674(2)(3)A$0218,022D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. RSU Awards of restricted stock units ("RSUs") granted on August 31, 2026 that vest in equal amounts on August 31, 2027, August 31, 2028 and August 31, 2029. 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 August 31, 2029 (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 August 31, 2026 through August 31, 2029 (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/ Anna Novoseletsky09/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR