Form 4 for CNDT CONDUENT Inc

Accepted 2025-08-04 00:00:00 ET · period of report 2025-07-31 · accession 0001677703-25-000113 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
M	2025-08-04	2025-07-31	CNDT	Marino Anthony S	EVP, Chief Admin Off	A - Grant	$2.66	+189.0K	136.3K	New	+$502.6K

Purchase Sale Sale after option exercise All abbreviations

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2025-07-31	A	A	52,678	$2.66	188,956	D	—	—	(F2) Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on July 31, 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 July 31, 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.
2	Common	Common Stock	2025-07-31	A	A	136,278	$2.66	136,278	D	—	—	(F1) RSU Awards of restricted stock units (RSUs) granted on July 31, 2025 that vest in equal amounts on July 31, 2026, July 31, 2027 and July 31, 2028. Each RSU converts to one share of Conduent Incorporated common stock (Common Stock) upon vesting.