KRAWITZ MICHAEL E 4
4 · CONDUENT Inc · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Conduent (CNDT) EVP Michael Krawitz Receives Award; Shares Withheld
What Happened Michael E. Krawitz, EVP, General Counsel & Secretary of Conduent (CNDT), reported the vesting and settlement of performance restricted stock units (PRSUs) on Feb 10, 2026. As a result, 22,531 shares were issued to him (grant/award A), 25,416 shares were disposed/forfeited to the issuer (D), and 22,849 shares were withheld to satisfy tax obligations (two F transactions) with withholding value totaling $32,674 ($17,320 + $15,354). The withholding price used in the filing was $1.43 per share.
Key Details
- Transaction date: 2026-02-10; Form 4 filed 2026-02-12 (timely filing).
- Shares issued (A): 22,531 shares @ $0.00 (value reported as $0 on the form).
- Shares forfeited/disposed (D): 25,416 shares @ $0.00.
- Shares withheld for taxes (F): 12,112 shares ($17,320) and 10,737 shares ($15,354), total 22,849 shares, at $1.43/share.
- Shares owned after transaction: not disclosed in this filing.
- Notable footnotes:
- F1: 25,416-share disposition reflects partial forfeiture of PRSUs tied to total shareholder return (TSR); TSR awards vested Dec 31, 2025 with a 50% payout (certified Feb 10, 2026).
- F3: 22,531 shares came from PRSUs tied to a revenue-growth metric for 2023–2025 that vested Dec 31, 2025 with ~22% payout (certified Feb 10, 2026).
- F2: shares withheld were used to pay taxes on vested PRSUs.
- Filing appears timely (filed two days after the reported transaction date).
Context These transactions reflect routine settlement of performance-based equity awards rather than an open-market buy or sell. Some PRSUs were partially forfeited based on performance outcomes, while other awards vested and were issued; a portion of the vested shares was withheld to cover taxes. Such internal settlements generally don't indicate the insider buying or selling for personal liquidity.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-10−25,416→ 1,067,320 total - Tax Payment
Common Stock
[F2]2026-02-10$1.43/sh−12,112$17,320→ 1,055,208 total - Award
Common Stock
[F3]2026-02-10+22,531→ 1,077,739 total - Tax Payment
Common Stock
[F2]2026-02-10$1.43/sh−10,737$15,354→ 1,067,002 total
Footnotes (3)
- [F1]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.
- [F2]Shares withheld to pay for taxes on Performance Restricted Stock Units that have vested.
- [F3]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.