STOCK TITAN

Conduent (CNDT) accounting chief receives RSU and PRSU stock grants

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Conduent Inc.’s Principal Accounting Officer, George Joseph Abate, reported receiving equity awards in the form of restricted stock units and performance restricted stock units tied to the company’s common stock. These are compensation-related grants, not open‑market purchases.

The filing shows awards covering 56,390 and 28,195 shares at a reference price of $1.3300 per share, with total direct holdings increasing to 157,138 shares after the transactions. Time-based RSUs granted on April 1, 2026 vest in three equal installments on December 31, 2026, December 31, 2027 and December 31, 2028, each converting into one share when vested.

Performance RSUs vest only if Mr. Abate remains employed through December 31, 2028 and if the average closing stock price over any 120 consecutive days between April 1, 2026 and December 31, 2028 meets share price hurdles starting at $2.50 per share and scaling up to $5.00 or more.

Positive

  • None.

Negative

  • None.
Insider Abate George Joseph
Role Principal Accounting Officer
Type Security Shares Price Value
Grant/Award Common Stock 56,390 $1.33 $75K
Grant/Award Common Stock 28,195 $1.33 $37K
Holdings After Transaction: Common Stock — 128,943 shares (Direct)
Footnotes (1)
  1. RSU Awards of restricted stock units ("RSUs") granted on April 1, 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. 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 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 April 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. Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.
RSU grant size 56,390 shares at $1.3300 Restricted stock units granted on April 1, 2026
PRSU grant size 28,195 shares at $1.3300 Performance restricted stock units granted on April 1, 2026
Holdings after awards 157,138 shares Total direct common stock holdings following transactions
Initial PRSU hurdle $2.50 per share Average closing price required for 25% PRSU eligibility
Full PRSU vesting hurdle $5.00 per share Average closing price for 100% PRSU eligibility
Measurement period April 1, 2026–December 31, 2028 Period for calculating PRSU average closing price
Service vesting date December 31, 2028 Service condition end date for PRSUs
restricted stock units ("RSUs") financial
"RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
performance restricted stock units ("PRSUs") financial
"Award of performance restricted stock units ("PRSUs") that can only be settled"
service condition financial
"PRSUs have two vesting conditions - a service condition and a share price condition."
share price condition financial
"PRSUs have two vesting conditions - a service condition and a share price condition."
average closing stock price financial
"The share price condition requires an average closing stock price over any 120 consecutive"
Vesting Date financial
"The service condition requires continued employment through December 31, 2028 (the "Vesting Date")."
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Abate George Joseph

(Last)(First)(Middle)
100 CAMPUS DRIVE
SUITE 200

(Street)
FLORHAM PARK NEW JERSEY 07932

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [ CNDT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Principal Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A56,390(1)A$1.33128,943D
Common Stock04/01/2026A28,195(2)(3)A$1.33157,138D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. RSU Awards of restricted stock units ("RSUs") granted on April 1, 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.
2. 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 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 April 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.
3. Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.
Remarks:
/s/Michael Krawitz, attorney-in-fact04/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Conduent (CNDT) disclose for George Joseph Abate?

Conduent disclosed that Principal Accounting Officer George Joseph Abate received equity awards in company common stock. These were grants of restricted stock units and performance restricted stock units, increasing his direct holdings and reflecting compensation rather than open‑market buying or selling.

How many Conduent (CNDT) shares were granted to George Abate in this Form 4?

The filing reports awards covering 56,390 shares and 28,195 shares of Conduent common stock. These grants are structured as restricted stock units and performance restricted stock units that convert into an equal number of shares upon vesting, subject to service and share‑price conditions.

What are the vesting terms of the RSU awards reported for Conduent (CNDT)?

The RSU awards granted on April 1, 2026 vest in equal portions on December 31, 2026, December 31, 2027 and December 31, 2028. Each restricted stock unit converts into one share of Conduent common stock when it vests, with payouts occurring according to those scheduled vesting dates.

How do the performance RSUs for Conduent (CNDT) vest for George Abate?

The performance RSUs require continued employment through December 31, 2028 and share‑price hurdles. Vesting depends on the average closing price over 120 consecutive days between April 1, 2026 and December 31, 2028 reaching at least $2.50, $3.00, $4.00 or $5.00 per share.

What share‑price targets determine PRSU vesting in Conduent’s (CNDT) Form 4 grant?

PRSU vesting tiers start at an average closing price of $2.50 per share for 25% eligibility, then $3.00 for 50%, $4.00 for 75%, and $5.00 or greater for 100%. Linear interpolation applies between these stock‑price points during the defined measurement period.

How many Conduent (CNDT) shares does George Abate hold after these awards?

After the reported awards, George Joseph Abate directly holds 157,138 shares of Conduent common stock. This figure reflects his position following the April 1, 2026 equity grants, combining previously held shares with the newly reported compensation‑related awards.