Conduent (CNDT) director Letier A. Scott gets deferred stock unit grant

Rhea-AI Filing Summary

Conduent Inc. director Letier A. Scott received an additional equity grant of 1,937 shares of common stock on February 3, 2026 at $1.42 per share. This award is an adjustment to reflect updated compensation tied to changes in her board committee assignments.

The grant consists of Deferred Stock Units, each representing the right to receive one share of Conduent common stock upon her separation from service as a director. Following this transaction, Scott beneficially owns 716,945 shares of Conduent common stock in direct form.

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
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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^*

Letier A. Scott

(Last) (First) (Middle)

100 CAMPUS DRIVE

SUITE 200E

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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	02/03/2026		A		1,937(1)(2)	A	$1.42	716,945	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. Additional grant to reflect updated compensation based on changes to committees.

2. Award of Deferred Stock Units that represent the right to receive one share of common stock upon separation of service as a director.

Remarks:

	/s/Michael Krawitz, attorney-in-fact	02/04/2026
	** 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.

FAQ

What insider transaction did Conduent (CNDT) report for director Letier A. Scott?

Conduent reported that director Letier A. Scott received an additional grant of 1,937 shares of common stock on February 3, 2026 at $1.42 per share. The award adjusts her compensation following changes to her board committee roles and is structured as Deferred Stock Units.

Why did Letier A. Scott receive an additional stock grant from Conduent (CNDT)?

The additional grant to Letier A. Scott was made to reflect updated director compensation resulting from changes to her committee assignments. The filing notes this adjustment explicitly, tying the 1,937-share award to the revised structure of her board committee responsibilities rather than open-market trading.

How many Conduent (CNDT) shares does Letier A. Scott own after this Form 4 transaction?

After the reported transaction, Letier A. Scott beneficially owns 716,945 shares of Conduent common stock. This total reflects the addition of 1,937 shares granted on February 3, 2026, and is reported as directly owned, according to the Form 4 ownership table.

What are the terms of the Deferred Stock Units granted to Letier A. Scott at Conduent (CNDT)?

The award consists of Deferred Stock Units, each representing the right to receive one share of Conduent common stock. According to the filing, these units convert into common shares upon Scott’s separation from service as a director, aligning delivery with the end of her board tenure.

Was the Conduent (CNDT) Form 4 transaction a market purchase or a compensation grant?

The transaction was a compensation-related grant, not a market purchase. The Form 4 lists transaction code “A” for an acquisition and explains it as an additional grant to adjust director compensation based on committee changes, delivered as Deferred Stock Units rather than open-market buying.