Conduent (CNDT) director awarded 8,273 deferred stock units and reports holdings

Rhea-AI Filing Summary

Conduent Inc. director Harshavardhan V. Agadi received an equity award in the form of deferred stock units. On 01/15/2026, he was granted 8,273 deferred stock units of Conduent common stock at a reference price of $2.05 per share. These units represent the right to receive one share of common stock for each unit on the earlier of the fifth anniversary of the grant date or his separation from service as a director.

Following this grant, Agadi beneficially owned 96,829 shares of Conduent common stock directly. In addition, 100,000 shares of common stock were held indirectly through the GHS Holdings LLC Defined Benefit Pension Plan, which is reported as indirect beneficial ownership.

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^*

Agadi Harshavardhan V

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		A		8,273(1)	A	$2.05	96,829	D
Common Stock								100,000	I	GHS Holdings LLC Defined Benefit Pension Plan

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. Award of Deferred Stock Units that represent the right to receive one share of common stock upon the earlier of (i) the fifth anniversary of the date of grant or (ii) separation from service as a director.

Remarks:

	/s/Michael Krawitz, attorney-in-fact	01/20/2026
	** 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 Harshavardhan V. Agadi?

Conduent (CNDT) reported that director Harshavardhan V. Agadi received an award of 8,273 deferred stock units of common stock on 01/15/2026.

At what price were the deferred stock units awarded to the Conduent (CNDT) director?

The 8,273 deferred stock units granted to the Conduent director carried a reference price of $2.05 per share.

When do the deferred stock units for the Conduent (CNDT) director convert into common shares?

The deferred stock units entitle the director to receive one share of Conduent common stock per unit on the earlier of five years from the grant date or his separation from service as a director.

How many Conduent (CNDT) shares does Harshavardhan V. Agadi own directly after this transaction?

After the reported grant, Harshavardhan V. Agadi beneficially owned 96,829 shares of Conduent common stock directly.

What indirect holdings of Conduent (CNDT) stock are associated with the director?

In addition to his direct holdings, 100,000 shares of Conduent common stock are reported as held indirectly through the GHS Holdings LLC Defined Benefit Pension Plan.

Is the reported Conduent (CNDT) Form 4 transaction a purchase or an equity award?

The reported Form 4 transaction is an equity award of deferred stock units to the director, not an open-market purchase or sale.