Goodburn Giles Andrew 4
4 · CONDUENT Inc · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
CONDUENT (CNDT) CFO Andrew Goodburn Receives Vested Shares
What Happened
Goodburn Giles Andrew, Chief Financial Officer of Conduent Inc. (CNDT), received 4,958 shares upon vesting of performance restricted stock units (PRSUs) and experienced related disposals/withholdings on February 10, 2026. The filing shows: 4,958 shares issued (A); 1,966 shares withheld to cover taxes (F) valued at $1.43 per share for $2,811; 2,217 shares disposed to the issuer (D) at $1.43 per share for $3,170; and 5,591 shares disposed at $0 representing partial forfeiture of other PRSUs. These actions reflect vesting outcomes rather than an open-market purchase or routine sale to express a market view.
Key Details
- Transaction date: February 10, 2026; Form 4 filed February 12, 2026.
- Share movements:
- 4,958 shares issued on vesting (no cash paid) — related to revenue-growth PRSUs (granted Apr 1, 2023).
- 1,966 shares withheld for taxes (F) at $1.43/share = $2,811.
- 2,217 shares disposed to issuer (D) at $1.43/share = $3,170.
- 5,591 shares disposed at $0, representing forfeited PRSUs (see footnote).
- Vesting outcomes certified by the Compensation Committee on Feb 10, 2026: TSR-based PRSUs paid at 50% (partial forfeiture) and revenue-based PRSUs paid at ~22%. (See footnotes F1–F3.)
- Shares owned after the transactions: not disclosed in the provided filing excerpt.
- Filing timeliness: Transaction reported within two days (not indicated as late).
Context
- These transactions are primarily the result of PRSU vesting and related tax-withholding/forfeiture mechanics, not an open-market buy or discretionary sale.
- "F" (tax withholding) and "D" (disposition to issuer) entries are common when companies satisfy tax obligations by withholding or repurchasing shares at vesting.
- No implication about personal trading strategy should be inferred; this reflects award payout and plan mechanics certified by the company.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1]2026-02-10−5,591→ 381,016 total - Disposition to Issuer
Common Stock
[F2]2026-02-10$1.43/sh−2,217$3,170→ 378,799 total - Award
Common Stock
[F3]2026-02-10+4,958→ 383,757 total - Tax Payment
Common Stock
[F2]2026-02-10$1.43/sh−1,966$2,811→ 381,791 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.