CNDT · CONDUENT Inc

Deferred Stock Units that represent the right to receive one share of common stock upon separation of service as a director.

Award of Deferred Stock Units that represent the right to receive one share of common stock on the earlier of one year following date of grant or termination of service.

Shares withheld to pay for taxes on Restricted Stock Units that have vested.

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 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.

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.

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 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.

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.

Award of Deferred Stock Units that represent the right to receive one share of common stock on the earlier of one year following date of grant or termination of service.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.420 to $1.645, inclusive. The reporting person undertakes to provide to Conduent Incorporated (the Company), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.385 to $1.430, inclusive.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $ 1.415 to $1.470, inclusive. The reporting person undertakes to provide to Conduent Incorporated (the Company), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.445 to $1.460, inclusive. The reporting person undertakes to provide to Conduent Incorporated (the Company), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4.

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.395 to $1.450, inclusive. The reporting person undertakes to provide to Conduent Incorporated (the Company), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) on this Form 4.

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.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

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.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

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.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

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.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

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.

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.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

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.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

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.

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.

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.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.

Additional grant to reflect updated compensation based on changes to committees.

Award of Deferred Stock Units that represent the right to receive one share of common stock upon separation of service as a director.

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.

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.

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

Award of Deferred Stock Units that represent the right to receive one share of common stock upon separation of service as a director.

Award of Deferred Stock Units that represent the right to receive one share of common stock upon separation of service as a director.

Award of Deferred Stock Units that represent the right to receive one share of common stock upon separation of service as a director.

Award of Deferred Stock Units that represent the right to receive one share of common stock upon the earlier of (i) the fifth anniversary of the date of grant or (ii) separation from service as a director.

Award of Deferred Stock Units that represent the right to receive one share of common stock upon separation of service as a director.

Shares withheld to pay for taxes on Restricted Stock Units that have vested.

Shares withheld to pay for taxes on Restricted Stock Units that have vested.

Shares withheld to pay for taxes on Restricted Stock Units that have vested.

Shares withheld to pay for taxes on Restricted Stock Units that have vested.

Shares withheld to pay for taxes on Restricted Stock Units that have vested.