Prout Mark 4
4 · CONDUENT Inc · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
CONDUENT (CNDT) CIO Mark Prout Receives RSU Payout; Shares Withheld
What Happened
- Mark Prout, EVP & Chief Information Officer of Conduent (CNDT), had performance restricted stock units (PRSUs) settle on 2026-02-10. He was issued 16,898 shares (grant/acquisition) tied to a revenue-growth performance condition and had 17,855 shares withheld to satisfy tax liabilities (two withholding dispositions at $1.43/share totaling $25,533). Separately, 19,062 PRSUs were forfeited (disposition to issuer, $0), reflecting a partial forfeiture under a TSR-based performance condition.
Key Details
- Transaction dates: Vesting/settlement and related dispositions occurred on 2026-02-10; Form 4 filed 2026-02-12.
- Specific line items in the filing:
- 16,898 shares acquired (code A) — issuance upon vesting (revenue-growth PRSUs; payout ≈22%).
- 9,465 shares withheld for taxes (code F) at $1.43/share = $13,535.
- 8,390 shares withheld for taxes (code F) at $1.43/share = $11,998.
- 19,062 shares disposed to issuer (code D) at $0 = $0 (partial forfeiture under TSR-based PRSUs; payout 50%).
- Total shares withheld for taxes: 17,855 (total tax withholding value reported: $25,533).
- Shares owned after the transactions: Not specified in the supplied filing data.
- Footnotes summarized:
- F1: Partial forfeiture of PRSUs tied to total shareholder return (TSR) for Apr 1, 2023–Dec 31, 2025; payout certified at 50%.
- F2: Shares withheld to pay taxes on vested PRSUs.
- F3: Shares issued on vesting of PRSUs tied to revenue growth for Jan 1, 2023–Dec 31, 2025; payout ~22%.
- Timeliness: Filing was submitted two days after the transactions (Feb 12 for Feb 10 activity), which is consistent with standard Form 4 timing.
Context
- These were vesting and settlement events for performance-based restricted stock units, not open-market buys or discretionary sales. The issuance and simultaneous tax withholding (often done by the company) are routine administrative outcomes of RSU vesting. The forfeiture reflects unmet (or partially unmet) performance conditions under one PRSU metric and does not indicate an open-market sale by the insider.
Insider Transaction Report
Form 4
CONDUENT IncCNDT
Prout Mark
EVP, Chief Information Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-02-10−19,062→ 652,031 total - Tax Payment
Common Stock
[F2]2026-02-10$1.43/sh−9,465$13,535→ 642,566 total - Award
Common Stock
[F3]2026-02-10+16,898→ 659,464 total - Tax Payment
Common Stock
[F2]2026-02-10$1.43/sh−8,390$11,998→ 651,074 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.
Signature
/s/ Michael Krawitz, attorney-in-fact|2026-02-12