KRAWITZ MICHAEL E 4

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.