Conduent (CNDT) EVP logs PSU vesting, forfeiture and tax share moves

Rhea-AI Filing Summary

Conduent Inc. executive Mark Prout, EVP and Chief Information Officer, reported several equity award-related share movements in company stock on February 10, 2026. He disposed of 19,062 shares in a forfeiture tied to performance restricted stock units and had 9,465 and 8,390 shares withheld to cover taxes on vested awards at $1.43 per share. He also acquired 16,898 shares upon vesting of performance-based restricted stock units. After these transactions, he directly beneficially owned 651,074 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

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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^*

Prout Mark

(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, Chief Information 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		19,062(1)	D	$0	652,031	D
Common Stock	02/10/2026		F		9,465(2)	D	$1.43	642,566	D
Common Stock	02/10/2026		A		16,898(3)	A	$0	659,464	D
Common Stock	02/10/2026		F		8,390(2)	D	$1.43	651,074	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).
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FAQ

What insider transactions did Conduent (CNDT) EVP Mark Prout report?

Conduent EVP Mark Prout reported equity award-related transactions, including a forfeiture of 19,062 shares, tax-withholding dispositions of 9,465 and 8,390 shares at $1.43, and the acquisition of 16,898 shares from vested performance restricted stock units.

Were Mark Prout’s Conduent (CNDT) share disposals open-market sales?

The reported disposals were not open-market sales. They reflect a forfeiture of performance restricted stock units and shares withheld to pay taxes on vested awards, rather than discretionary sales into the market.

How many Conduent (CNDT) shares does Mark Prout own after these Form 4 transactions?

After the reported Form 4 transactions, Mark Prout directly beneficially owned 651,074 shares of Conduent common stock, reflecting the combined impact of forfeited units, tax-withholding share dispositions, and shares issued upon vesting of performance-based awards.

What performance conditions affected Mark Prout’s Conduent (CNDT) restricted stock units?

His awards were tied to total shareholder return and revenue growth performance conditions over multi-year periods ending December 31, 2025. The compensation committee certified payout percentages, including 50% for one award and approximately 22% for another, on February 10, 2026.

Why were Conduent (CNDT) shares withheld from Mark Prout’s awards?

Shares were withheld to cover tax obligations arising from the vesting of performance restricted stock units. Instead of paying cash for taxes, portions of the vested shares, totaling 9,465 and 8,390 shares at $1.43, were used to satisfy the tax liabilities.