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

Rhea-AI Filing Summary

Conduent Inc. executive Adam D. Appleby, EVP, Public Sector, reported multiple equity-award-related transactions in common stock on February 10, 2026. He disposed of 9,150 shares in a forfeiture tied to performance restricted stock units and had 5,276 and 4,677 shares withheld at $1.43 per share to cover taxes on vested units. He also acquired 8,112 shares issued upon vesting of performance-based restricted stock units linked to revenue growth targets. After these transactions, Appleby directly owned 363,009 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^*

APPLEBY ADAM D

(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, Public Sector

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		9,150(1)	D	$0	364,850	D
Common Stock	02/10/2026		F		5,276(2)	D	$1.43	359,574	D
Common Stock	02/10/2026		A		8,112(3)	A	$0	367,686	D
Common Stock	02/10/2026		F		4,677(2)	D	$1.43	363,009	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	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 CNDT executive Adam D. Appleby report?

Adam D. Appleby reported award-related transactions in Conduent common stock, including forfeiture of 9,150 shares, tax-withholding dispositions of 5,276 and 4,677 shares at $1.43, and acquisition of 8,112 shares from vested performance restricted stock units, ending with 363,009 directly owned shares.

Were Adam D. Appleby’s CNDT transactions open-market buys or sells?

The transactions were not open-market trades. They reflect a forfeiture of performance restricted stock units, tax-withholding dispositions to cover liabilities at $1.43 per share, and stock issued upon vesting of performance-based awards, rather than discretionary buying or selling in the market.

How many CNDT shares did Adam D. Appleby acquire from vested awards?

Appleby acquired 8,112 Conduent common shares upon vesting of performance restricted stock units granted April 1, 2023, which were tied to a revenue growth performance condition through December 31, 2025 and certified at an approximate 22% payout by the Compensation Committee on February 10, 2026.

Why were CNDT shares withheld from Adam D. Appleby on February 10, 2026?

Shares were withheld to pay taxes on vested Performance Restricted Stock Units. Two tax-withholding dispositions occurred: 5,276 and 4,677 shares of Conduent common stock were delivered at $1.43 per share to satisfy tax obligations arising from equity awards that had vested.

What performance conditions affected Adam D. Appleby’s CNDT equity awards?

Appleby’s awards included performance restricted stock units based on total shareholder return from April 1, 2023 to December 31, 2025, which paid out at 50%, and units based on revenue growth from January 1, 2023 to December 31, 2025, which paid out at approximately 22%, both certified on February 10, 2026.

How many CNDT shares does Adam D. Appleby own after the reported transactions?

Following the February 10, 2026 transactions, including forfeiture, tax-withholding dispositions, and issuance of vested performance-based shares, Adam D. Appleby directly owned 363,009 shares of Conduent Inc. common stock as reported in the Form 4 filing’s ownership column.