KRAWITZ MICHAEL E 4

4 · CONDUENT Inc · Filed Apr 3, 2026

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Updated Apr 3, 2026

Conduent (CNDT) EVP Michael Krawitz Receives RSU/PRSU Award

What Happened

Michael E. Krawitz, Executive Vice President, General Counsel & Secretary of Conduent Inc. (CNDT), received equity awards on April 1, 2026. The filing shows two grants: 413,533 restricted stock units (RSUs) valued at $549,999 (413,533 × $1.33) and 206,766 performance restricted stock units (PRSUs) valued at $274,999 (206,766 × $1.33), for a combined award of 620,299 units valued at $824,998.
This is an award/grant (transaction code A), i.e., compensation, not an open-market purchase or sale.

Key Details

Transaction date: April 1, 2026; Form 4 filed April 3, 2026 (appears timely).
Price/value used: $1.33 per share; totals: $549,999 (RSUs) + $274,999 (PRSUs) = $824,998.
RSU vesting (F1): RSUs vest in equal amounts on December 31 of 2026, 2027 and 2028; each RSU converts to one share on vesting.
PRSU terms (F2): PRSUs require continued service through December 31, 2028 and attainment of average closing-price hurdles over any 120 consecutive calendar day period between April 1, 2026 and December 31, 2028. Payout scale: 25% at $2.50 avg., 50% at $3.00, 75% at $4.00, 100% at $5.00+ (linear interpolation between tiers). Each PRSU converts to one share upon vesting.
Payout timing (F3): Vested shares are paid within 60 days after the applicable vesting date.
Shares owned after the transaction: not disclosed in the provided filing excerpt.

Context

These awards are compensation grants (routine equity awards) and do not represent a market buy or sell. PRSUs are performance-contingent and may vest only if both service and share-price conditions are met. The $1.33 figure is the award valuation used in the filing, not an open-market transaction price.

Form 4

Period: 2026-04-01

EVP, GC & Secretary

Transactions

Footnotes (3)

[F1]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.
[F2]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.
[F3]Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.

Signature

/s/ Michael Krawitz|2026-04-03

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