Conduent CFO shares withheld for RSU taxes

CONDUENT Inc EVP and Chief Financial Officer Giles Andrew Goodburn reported a routine tax-related share disposition.

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Form Type

Rhea-AI Filing Summary

CONDUENT Inc EVP and Chief Financial Officer Giles Andrew Goodburn reported a routine tax-related share disposition. On the vesting of Restricted Stock Units, 4,571 shares of common stock were withheld at an implied price of $1.75 per share to cover taxes. Following this withholding, he directly holds 941,128 shares of CONDUENT common stock. This was a tax-withholding event rather than an open-market sale.

Insider Trade Summary

Exercise Price or Tax Liability: 4,571 shares

Exercise Price or Tax Liability 1 txn

Insider Goodburn Giles Andrew

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	4,571	$1.75	$8K

Holdings After Transaction: Common Stock — 941,128 shares (Direct)

Footnotes (1)

F1. Shares withheld to pay for taxes on Restricted Stock Units that have vested.

Key Figures

Shares withheld for taxes: 4,571 shares Implied share price for withholding: $1.75 per share Shares held after transaction: 941,128 shares

3 metrics

Shares withheld for taxes 4,571 shares Withheld on RSU vesting to cover tax liability

Implied share price for withholding $1.75 per share Valuation used for tax-withholding disposition

Shares held after transaction 941,128 shares CFO’s direct CONDUENT common stock ownership after withholding

Key Terms

Restricted Stock Units, tax-withholding disposition, Common Stock, EVP, Chief Financial Officer

4 terms

Restricted Stock Units financial

"Shares withheld to pay for taxes on Restricted Stock Units that have vested"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition for RSU-related taxes"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Common Stock financial

"security_title: Common Stock for the reported transaction"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

EVP, Chief Financial Officer financial

"Goodburn Giles Andrew is listed as EVP, Chief Financial Officer"

FAQ

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What insider transaction did CONDUENT (CNDT) report for its CFO?

CONDUENT’s CFO, Giles Andrew Goodburn, reported a tax-related share disposition. On Restricted Stock Unit vesting, 4,571 common shares were withheld to cover tax obligations, rather than sold on the open market, and his direct holdings were updated accordingly.

How many CONDUENT (CNDT) shares were withheld for the CFO’s RSU taxes?

The filing shows 4,571 shares of CONDUENT common stock were withheld. These shares covered tax liabilities arising from vested Restricted Stock Units, a common administrative mechanism instead of paying cash or selling shares in the open market.

At what price were CONDUENT (CNDT) shares valued for the CFO’s tax withholding?

The tax-withholding disposition used an implied price of $1.75 per CONDUENT share. This price is used solely for calculating the value of shares withheld to satisfy tax obligations related to vested Restricted Stock Units, not for an open-market trade.

How many CONDUENT (CNDT) shares does the CFO hold after this Form 4?

After the tax-withholding event, the CFO directly holds 941,128 CONDUENT common shares. This figure reflects his updated ownership following the 4,571 shares withheld to pay taxes on vested Restricted Stock Units disclosed in the Form 4.

Was the CONDUENT (CNDT) CFO’s Form 4 a market sale or just tax withholding?

The transaction was tax withholding, not a market sale. Shares were withheld to pay taxes on Restricted Stock Units that vested, described as a tax-withholding disposition, meaning no discretionary open-market selling occurred in this reported event.

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Accepted by SEC EDGAR 06/03/2026 - 04:08 PM EDT

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^*

Goodburn Giles Andrew

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/01/2026		F		4,571⁽¹⁾	D	$1.75	941,128	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld to pay for taxes on Restricted Stock Units that have vested.

Remarks:

	/s/Michael Krawitz, attorney-in-fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR