Form 4: Conduent EVP Krawitz Reports Equity Transactions

Conduent's EVP, GC & Secretary, Michael E. Krawitz, reported a series of equity transactions involving performance restricted stock units, resulting in a net change in his beneficial ownership.

Summary

• Michael E. Krawitz, EVP, GC & Secretary of Conduent Inc. (CNDT), reported transactions related to performance restricted stock units (PRSUs) on February 10, 2026.
• 25,416 shares were partially forfeited from PRSUs granted on April 1, 2023, tied to a Total Shareholder Return (TSR) performance condition (April 1, 2023 December 31, 2025), which achieved a 50% payout.
• 22,531 shares were issued upon the vesting of other PRSUs granted on April 1, 2023, linked to a revenue growth performance condition (January 1, 2023 December 31, 2025), which achieved an approximate 22% payout.
• A total of 22,849 shares (12,112 + 10,737) were withheld to cover taxes on vested PRSUs, at a price of $1.43 per share.
• Following these transactions, Krawitz's direct beneficial ownership stands at 1,067,002 shares of Common Stock.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as slightly negative due to the sub-optimal payout percentages for performance-based restricted stock units, indicating that Conduent did not fully meet its executive compensation performance targets for TSR and revenue growth during the specified periods.

Positives

• Vesting of 22,531 shares of common stock indicates the achievement of certain performance targets related to revenue growth, leading to executive compensation.

Negatives

• Forfeiture of 25,416 shares due to a 50% payout on TSR-based PRSUs suggests that the full performance condition was not met, indicating underperformance against maximum targets.
• The revenue growth performance condition resulted in an approximate 22% payout, significantly below a full payout, suggesting substantial underperformance against revenue targets.
• A total of 22,849 shares were withheld to pay for taxes on vested PRSUs, reducing the net shares received by the executive.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, as it primarily reports past equity transactions.

Industry Context

StockSavvy.ai notes that Form 4 filings are routine disclosures of insider transactions, providing transparency into executive compensation and equity holdings. These specific transactions reflect the outcome of long-term incentive plans tied to company performance metrics like Total Shareholder Return and revenue growth, common across many industries for executive alignment.

Comparison to Industry Standards

• Form 4 filings are standard regulatory disclosures for insider transactions in the U.S. market.
• The structure of performance-based restricted stock units, linking executive compensation to metrics like TSR and revenue growth, is a widely adopted practice in corporate governance across various sectors, including business process services where Conduent operates.
• This filing does not provide specific data points for direct comparison to competitor performance or compensation outcomes (e.g., DXC Technology, Genpact, Accenture) or specific project results, as it focuses solely on the individual executive's equity transactions and the resulting payout percentages against internal targets.

Corporate Governance

Stakeholder Impact

• Shareholders: The performance-based compensation outcomes reflect the company's performance against specific metrics (TSR, revenue growth) over a multi-year period, which can influence shareholder perception of management effectiveness and future outlook.
• Employees (Executive): The executive's compensation is directly impacted by the company's performance against pre-established targets.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation transactions, including vesting, forfeiture, and tax withholding of performance restricted stock units. While the performance metrics (TSR and revenue growth) did not achieve maximum payouts, this information is backward-looking and reflects past performance against specific targets. The filing itself does not provide new forward-looking strategic or financial information that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as it does not present new catalysts for significant price movement.

Keywords

Conduent Inc, CNDT, Form 4, Insider Transaction, Equity Compensation, Performance Restricted Stock Units, Executive Compensation, Total Shareholder Return, Revenue Growth