Over what period is Conduent (CNDT) share price measured for the PRSU awards?

The PRSUs use a measurement period from April 1, 2026 through December 31, 2028. Vesting eligibility depends on the average closing stock price over any 120 consecutive calendar days within that timeframe meeting specified price thresholds.

What share price thresholds affect PRSU vesting for Conduent (CNDT) EVP Adam Appleby?

If Conduent’s average closing price reaches $2.50, 25% of the PRSUs can vest; at $3.00, 50%; at $4.00, 75%; and at $5.00 or more, 100% can vest, with linear interpolation between those stock prices.

Conduent (CNDT) EVP Adam Appleby awarded time- and price-based RSUs

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Conduent Inc EVP, Public Sector Adam D. Appleby received equity awards tied to the company’s future performance. He was granted 244,360 restricted stock units on Common Stock at $1.33 per share, vesting in equal parts on December 31, 2026, December 31, 2027 and December 31, 2028.

He was also granted 122,180 performance restricted stock units that vest only if he remains employed through December 31, 2028 and Conduent’s average closing stock price between April 1, 2026 and December 31, 2028 meets share-price hurdles from $2.50 to $5.00 per share. Each vested RSU or PRSU converts into one share of Common Stock, bringing his direct holdings to 729,549 shares after these awards.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider APPLEBY ADAM D

Role EVP, Public Sector

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	244,360	$1.33	$325K
Grant/Award	Common Stock	122,180	$1.33	$162K

Holdings After Transaction: Common Stock — 607,369 shares (Direct)

Footnotes (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.

Key Figures

RSU grant: 244,360 units PRSU grant: 122,180 units Grant price: $1.33 per share +4 more

7 metrics

RSU grant 244,360 units Restricted stock units granted on April 1, 2026, vesting 2026–2028

PRSU grant 122,180 units Performance restricted stock units granted on April 1, 2026

Grant price $1.33 per share Reference price for Common Stock on April 1, 2026 grants

Holdings after awards 729,549 shares Total direct Common Stock held after April 1, 2026 transactions

PRSU price hurdles $2.50–$5.00 per share Average closing price thresholds for 25%–100% PRSU vesting

Measurement period start April 1, 2026 Start of PRSU average closing price measurement period

Measurement period end December 31, 2028 End of PRSU average closing price measurement period

Key Terms

restricted stock units, performance restricted stock units, service condition, share price condition, +1 more

5 terms

restricted stock units financial

"RSU Awards of restricted stock units ("RSUs") granted on April 1, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance restricted stock units financial

"Award of performance restricted stock units ("PRSUs") that can only be settled in Common Stock."

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

service condition financial

"PRSUs have two vesting conditions - a service condition and a share price condition."

average closing price financial

"The share price condition requires an average closing stock price over any 120 consecutive calendar day period"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 03:28 PM

SEC Form 4

FORM 4

UNITED 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^*

APPLEBY ADAM D

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Public Sector

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2026		A		244,360⁽¹⁾	A	$1.33	607,369	D
Common Stock	04/01/2026		A		122,180⁽²⁾⁽³⁾	A	$1.33	729,549	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	04/03/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Conduent (CNDT) EVP Adam Appleby receive in this Form 4 filing?

Adam D. Appleby received equity awards in Conduent Common Stock. He was granted 244,360 restricted stock units and 122,180 performance restricted stock units, each convertible into one share upon vesting, increasing his direct holdings to 729,549 shares.

How do the new RSU awards for Conduent (CNDT) EVP Adam Appleby vest?

The 244,360 restricted stock units granted to Adam Appleby vest in three equal installments. Vesting dates are December 31, 2026, December 31, 2027 and December 31, 2028, after which each vested RSU converts into one share of Conduent Common Stock.

What performance conditions apply to Adam Appleby’s PRSUs at Conduent (CNDT)?

The 122,180 performance restricted stock units require continued employment through December 31, 2028 and share-price hurdles. Vesting depends on Conduent’s average closing stock price between $2.50 and $5.00 per share during a measurement period ending December 31, 2028.

When are vested Conduent (CNDT) PRSUs paid out to Adam Appleby?

Vested performance restricted stock units are settled in Conduent Common Stock. Shares are paid out within 60 days following the December 31, 2028 vesting date, and each PRSU converts to one share upon vesting and payout.