Agadi Harshavardhan V 4

What Happened

• Harshavardhan Agadi, CEO of Conduent Inc. (CNDT), received equity awards on January 16, 2026: 680,000 restricted stock units (RSUs) and 1,020,000 performance restricted stock units (PRSUs). The filing reports a per‑unit value of $2.02, totaling $1,373,600 for the RSUs and $2,060,400 for the PRSUs (combined $3,434,000). These are grants/awards (code A), not open‑market purchases or sales.

Key Details

• Transaction date and price: January 16, 2026 @ $2.02 per unit (reported).
• Award amounts: 680,000 RSUs; 1,020,000 PRSUs (1,700,000 units total); reported aggregate value $3,434,000.
• Shares owned after transaction: Not disclosed in this Form 4 filing.
• Timeliness: Filed January 21, 2026 — appears timely (filed within the required two business days after the transaction, accounting for the Jan 19 holiday).
• Footnotes/vesting terms:
  • RSUs (F1): Vest in equal amounts on Dec 31 of 2026, 2027 and 2028; each RSU converts 1:1 into common stock upon vesting.
  • PRSUs (F2): Contingent on service through Dec 31, 2028 and a share‑price performance test measured by the average closing price over any 120 consecutive days in 2026–2028. Payout scale: $2.50 avg → 25% vests; $3.00 → 50%; $4.00 → 75%; $5.00+ → 100% (linear interpolation between levels).
  • Payout timing (F3): Vested shares (PRSUs) are paid within 60 days after the Vesting Date; PRSUs convert 1:1 into common shares upon vesting.

Context

• These awards are standard compensation grants rather than purchases or sales. The RSUs will vest over three scheduled dates; the PRSUs are performance‑based and may vest partially or not at all depending on service and stock‑price performance through Dec 31, 2028. PRSUs are settleable only in common stock, not cash.