Giles Andrew Goodburn - 01 Jun 2025 Form 4 Insider Report for CONDUENT Inc (CNDT)

Role: EVP, Chief Financial Officer
Signature: /s/Michael Krawitz, attorney-in-fact
Issuer symbol: CNDT
Transactions as of: 01 Jun 2025
Net transactions value: +$170,155
Form type: 4
Filing time: 03 Jun 2025, 17:45:19 UTC
Previous filing: 14 May 2025
Next filing: 04 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

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	03 Jun 2025	0002067968

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNDT	Common Stock	Award	$98,000	+43,750	+13%	$2.24	374,918	01 Jun 2025	Direct	F1
transaction	CNDT	Common Stock	Award	$72,155	+32,212	+8.6%	$2.24	407,130	01 Jun 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	RSU Awards of restricted stock units (RSUs) granted on June 1, 2025 that vest in equal amounts on June 1, 2026, June 1, 2027 and June 1, 2028. Each RSU converts to one share of Conduent Incorporated common stock (Common Stock) upon vesting.
F2	Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on June, 1, 2028, 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, 2025 through December 31, 2027, the shares will vest on June 1, 2028 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 PRSU 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.

Content

RSU Awards of restricted stock units (RSUs) granted on June 1, 2025 that vest in equal amounts on June 1, 2026, June 1, 2027 and June 1, 2028. Each RSU converts to one share of Conduent Incorporated common stock (Common Stock) upon vesting.

Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on June, 1, 2028, 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, 2025 through December 31, 2027, the shares will vest on June 1, 2028 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 PRSU 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.