| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Goodburn Giles Andrew | EVP, Chief Financial Officer | 100 CAMPUS DRIVE, SUITE 200, FLORHAM PARK | /s/Michael Krawitz, attorney-in-fact | 12 May 2025 | 0002067968 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | CNDT | Common Stock | 317,370 | 02 May 2025 | Direct | F1, F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| F1 | Shares owned outright: 147,698. |
| F2 | Shares awarded: (A) 124,131 restricted stock units (RSUs), which will convert into an equivalent number of shares of Conduent Incorporated common stock upon vesting, which include (i) 16,035 RSUs remaining of original grant awarded on April 1, 2023, 1/3 that vested on December 31, 2023, 1/3 that vested on December 31, 2024 and the remaining 1/3 that vests on December 31, 2025; (ii) 28,033 RSUs remaining of original grant awarded on April 1, 2024, 1/3 that vested on December 31, 2024 and the remaining that vest in equal amounts on December 31, 2025 and December 31, 2026; (iii) 24,509 RSUs granted on July 31, 2024, that vest in equal installments on July 31, 2025 and July 31, 2026; (iv) 55,554 RSUs granted on April 1, 2025, that vest in equal 1/3 installments on December 31, 2025, December 31, 2026 and December 31, 2027; |
| F3 | (B) 11,182 Performance Restricted Stock Units Relative Total Shareholder Return 2023 awards (2023 PRSU-rTSR awards); Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The 2023 PRSU-rTSR award will cliff vest on December 31, 2025, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2023 through December 31, 2025, the shares will vest on December 31, 2025 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. |
| F4 | The vested shares are paid out within 60 days following the vesting date. The 2023 PRSU-rTSR award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 6x the fair market value of the target number of PRSUs on the date of grant. (C) 12,885 Performance Restricted Stock Units Relative Total Shareholder Return 2024 awards (2024 PRSU-rTSR awards); Award of PRSUs that can only be settled in Common Stock. The 2024 PRSU-rTSR award will cliff vest on December 31, 2026, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. |
| F5 | If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2024 through December 31, 2026, the shares will vest on December 31, 2026 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. The vested shares are paid out within 60 days following the vesting date. The 2024 PRSU-rTSR award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 6x the fair market value of the target number of PRSUs on the date of grant. |
| F6 | (D) 21,474 Performance Restricted Stock Units Relative Total Shareholder Return (2025 PRSU-rTSR awards); Award of PRSUs that can only be settled in Common Stock. The 2025 PRSU-rTSR award will cliff vest on December 31, 2027, subject to Conduent Incorporated's rTSR meeting certain thresholds. |
| F7 | If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2025 through December 31, 2027, the shares will vest on December 31, 2027 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. The vested shares are paid out within 60 days following the vesting date. The 2025 PRSU-rTSR award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 4x the fair market value of the target number of PRSUs on the date of grant. |