CONDUENT Inc — Director's Dealing 2025

Apr 7, 2025

SEC Form 4/A — Form 4/A

Issuer: CONDUENT Inc (CNDT)
CIK: 0001677703
Period of Report: 2025-04-01

Reporting Person: APPLEBY ADAM D (EVP, Public Sector)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Common Stock	A	46529	$2.70	Acquired	424753	Direct

Footnotes

F1: Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on December 31, 2027, 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 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 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.

F2: The number of shares awarded was under-reported on a Form 4 filed April 3, 2025 due to an administrative error.

F3: The total number of shares owned has been corrected to reflect the number of shares held by the reporting person after the correction to the PRSU award granted.