CONDUENT Inc — Director's Dealing 2026

Jan 21, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONDUENT Inc (CNDT)
CIK: 0001677703
Period of Report: 2026-01-16

Reporting Person: Agadi Harshavardhan V (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-01-16	Common Stock	A	680000	$2.02	Acquired	776829	Direct
2026-01-16	Common Stock	A	1020000	$2.02	Acquired	1796829	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

F1: RSU Awards of restricted stock units ("RSUs") granted on January 16, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 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. PRSUs have two vesting conditions - a service condition and a share price condition. The service condition requires continued employment through the December 31, 2028 (the "Vesting Date"). The share price condition requires an average closing stock price over any 120 consecutive calendar day period during the measurement period of January 1, 2026 through December 31, 2028 (the "average closing price") of at least $2.50 per share. If an average closing price of $2.50/share is achieved, 25% is eligible to vest; if an average closing price of $3.00/share is achieved, 50% is eligible to vest; if an average closing price of $4.00/share is achieved, 75% is eligible to vest, and if an average closing price of $5.00/share or greater is achieved, 100% is eligible to vest, with linear interpolation between stock prices.

F3: Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.