KRAWITZ MICHAEL E 4

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.