CONDUENT Inc — Director's Dealing 2025

Apr 4, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Prout Mark (EVP, Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-04-01	Common Stock	A	138888	$2.70	Acquired	665970	Direct
2025-04-01	Common Stock	A	53420	$2.70	Acquired	719390	Direct

Footnotes

F1: RSU Awards of restricted stock units (RSUs) granted on April 1, 2025 that vest in equal amounts on December 31, 2025, December 31, 2026 and December 31, 2027. 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 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.