Mark Prout - Apr 1, 2025 Form 4/A - Amendment Insider Report for CONDUENT Inc (CNDT)

Role
EVP, Chief Information Officer
Signature
/s/ Michael Krawitz, attorney-in-fact
Stock symbol
CNDT
Transactions as of
Apr 1, 2025
Transactions value $
$144,955
Form type
4/A - Amendment
Date filed
4/7/2025, 05:13 PM
Date Of Original Report
Apr 3, 2025
Previous filing
Jan 3, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CNDT Common Stock Award $145K +53.7K +8.06% $2.70 720K Apr 1, 2025 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on December 31, 2027, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2025 through December 31, 2027, the shares will vest on December 31, 2027 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. The vested shares are paid out within 60 days following the vesting date. The PRSU award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 4x the fair market value of the target number of PRSUs on the date of grant.
F2 The number of shares awarded was under-reported on a Form 4 filed April 3, 2025 due to an administrative error.
F3 The total number of shares owned has been corrected to reflect the number of shares held by the reporting person after the correction to the PRSU award granted.