Conduent Inc.

02/12/2026 | Press release | Distributed by Public on 02/12/2026 15:31

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Abate George Joseph
2. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [CNDT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
(Last) (First) (Middle)
100 CAMPUS DRIVE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026
(Street)
FLORHAM PARK, NJ 07932
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/10/2026 D 1,461(1) D $ 0 72,412 D
Common Stock 02/10/2026 F 612(2) D $1.43 71,800 D
Common Stock 02/10/2026 A 1,296(3) A $ 0 73,096 D
Common Stock 02/10/2026 F 543(2) D $1.43 72,553 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Abate George Joseph
100 CAMPUS DRIVE
SUITE 200
FLORHAM PARK, NJ 07932
Principal Accounting Officer

Signatures

/s/Michael Krawitz, attorney-in-fact 02/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This represents the partial forfeiture of performance restricted stock units granted on April 1, 2023 that were subject to vesting based upon a pre-established total shareholder return performance condition for the period of April 1, 2023 through December 31, 2025. Such performance restricted stock units vested on December 31, 2025, with a payout percentage of 50%, which was certified by Conduent Incorporated's Compensation Committee on February 10, 2026.
(2) Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.
(3) This represents the number of shares of common stock issued upon the vesting of certain performance restricted stock units granted to the reporting person on April 1, 2023 that were subject to vesting based upon a pre-established revenue growth performance condition for the period of January 1, 2023 through December 31, 2025. Such performance restricted stock units vested on December 31, 2025, with a payout percentage of approximately 22%, which was certified by Conduent Incorporated's Compensation Committee on February 10, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Conduent Inc. published this content on February 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 12, 2026 at 21:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]