Form 4: Conduent CFO's RSU Vesting and Tax Withholding

Conduent Inc.'s EVP and CFO, Giles Andrew Goodburn, reported the vesting of performance-based restricted stock units and related tax withholdings, resulting in a net increase in his direct beneficial ownership.

Summary

• Giles Andrew Goodburn, EVP, Chief Financial Officer of Conduent Inc., reported transactions related to performance restricted stock units (RSUs).
• On February 10, 2026, 5,591 shares of common stock were forfeited due to a partial vesting of RSUs granted on April 1, 2023, tied to a Total Shareholder Return (TSR) performance condition, which achieved a 50% payout.
• On the same date, 4,958 shares of common stock were acquired upon the vesting of other performance RSUs granted on April 1, 2023, linked to a revenue growth performance condition, which achieved an approximately 22% payout.
• Additionally, 2,217 shares and 1,966 shares of common stock were disposed of on February 10, 2026, to cover tax obligations arising from the vesting of performance RSUs.
• Following these transactions, Mr. Goodburn's direct beneficial ownership of Conduent common stock stands at 381,791 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive, routine filing. While there was a partial forfeiture and tax withholding, the vesting of performance-based RSUs indicates that the company met certain performance targets, which is generally a positive signal for executive compensation alignment.

Positives

• The vesting of performance restricted stock units indicates that Conduent Inc. met certain pre-established performance conditions related to Total Shareholder Return (TSR) and revenue growth.
• Giles Andrew Goodburn acquired 4,958 shares of common stock upon the vesting of performance RSUs, increasing his direct equity stake in the company.

Negatives

• A partial forfeiture of 5,591 shares occurred because the Total Shareholder Return (TSR) performance condition only achieved a 50% payout, indicating that the full target was not met.
• The revenue growth performance condition for another set of RSUs only achieved an approximately 22% payout, signifying a significant shortfall from the maximum potential.
• A total of 4,183 shares (2,217 shares and 1,966 shares) were withheld to cover tax obligations, reducing the net shares received by the CFO from the vested RSUs.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that the vesting of performance-based restricted stock units and subsequent tax withholdings are standard practices for executive compensation in publicly traded companies, aligning executive incentives with company performance metrics like TSR and revenue growth. This filing reflects a routine compensation event rather than a discretionary trading decision.

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs indicates that the company achieved certain performance metrics (TSR and revenue growth), which could be viewed positively. The increase in the CFO's beneficial ownership aligns his interests further with shareholders.
• Employees: This filing pertains specifically to executive compensation and does not directly impact the broader employee base.

Key Dates

Keywords

Conduent Inc., CNDT, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, CFO, Giles Andrew Goodburn, Performance-based compensation, Equity compensation, Tax withholding, Beneficial ownership