Form 4: Conduent EVP Appleby Reports Stock Transactions

Conduent's EVP of Public Sector, Adam D. Appleby, reported the vesting of performance restricted stock units, related tax withholdings, and a partial forfeiture of other units.

Summary

• Adam D. Appleby, EVP, Public Sector at Conduent Inc. (CNDT), reported several transactions involving common stock on February 10, 2026.
• These transactions included the partial forfeiture of 9,150 shares of performance restricted stock units (PRSUs) granted on April 1, 2023, which vested at a 50% payout based on total shareholder return performance through December 31, 2025.
• Appleby acquired 8,112 shares of common stock upon the vesting of other PRSUs granted on April 1, 2023, which vested at approximately 22% based on revenue growth performance through December 31, 2025.
• A total of 9,953 shares (5,276 + 4,677) were disposed of at a price of $1.43 per share to cover tax obligations related to the vested PRSUs.
• Following these transactions, Appleby directly beneficially owns 363,009 shares of Conduent common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, typical for routine executive compensation disclosures. It reflects the outcome of pre-established performance metrics without indicating significant new strategic developments or financial performance beyond the scope of these specific equity awards.

Positives

• Vesting of 8,112 shares of common stock from performance restricted stock units, indicating achievement of revenue growth performance conditions.
• Vesting of performance restricted stock units tied to total shareholder return, albeit with a partial forfeiture, still resulted in a 50% payout.

Negatives

• Partial forfeiture of 9,150 shares of performance restricted stock units, suggesting that the total shareholder return performance condition was not fully met.
• Disposal of 9,953 shares to cover tax liabilities, reducing the net shares received from vesting.

Future Outlook

No forward-looking statements or guidance provided in this Form 4.

Industry Context

StockSavvy.ai notes that executive compensation, particularly through performance-based equity awards like PRSUs, is a common practice across industries to align management incentives with shareholder value and company performance. The specific payout percentages reflect Conduent's achievement against its internal performance metrics (TSR and revenue growth) for the specified periods.

Comparison to Industry Standards

• The use of performance restricted stock units (PRSUs) tied to metrics like Total Shareholder Return (TSR) and revenue growth is a standard practice in executive compensation across various industries, including business process services.
• Payout percentages of 50% for TSR-based PRSUs and approximately 22% for revenue growth-based PRSUs indicate that Conduent's performance met some, but not all, of the pre-established targets for these specific awards. This is common, as achieving 100% of all targets is challenging.
• For example, companies like Accenture or DXC Technology also utilize similar long-term incentive structures, where payout levels vary based on the achievement of specific financial and operational goals. The specific payout percentages here would need to be compared against Conduent's disclosed targets and peer group performance to fully assess their relative standing.

Related Party Transactions

• The transactions involve an executive (Adam D. Appleby) and the company (Conduent Inc.), which are inherently related party dealings in the context of executive compensation.

Stakeholder Impact

• Shareholders: The vesting and forfeiture of PRSUs align executive incentives with shareholder value, as the awards are tied to performance conditions like Total Shareholder Return and revenue growth. The net increase in shares held by an executive can signal continued alignment.
• Employees: These transactions are specific to executive compensation and do not directly impact the broader employee base, though they reflect the company's performance against certain metrics.

Key Dates

Recommendation

This Form 4 details routine, pre-scheduled executive compensation events (vesting, forfeiture, tax withholding) based on past performance. It does not provide new material information about the company's future prospects, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are expected outcomes of previously granted equity awards.

Keywords

Conduent Inc, CNDT, Adam D. Appleby, Form 4, Insider Trading, Stock Transactions, Performance Restricted Stock Units, PRSU, Vesting, Forfeiture, Tax Withholding, Executive Compensation, Public Sector EVP