Goodburn Giles Andrew 4

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.