Form 4: Conduent Officer's Equity Transactions Post-Vesting

Conduent's Principal Accounting Officer, George Joseph Abate, reported changes in beneficial ownership of common stock following the vesting and forfeiture of performance restricted stock units.

Summary

• George Joseph Abate, Principal Accounting Officer of Conduent Inc. (CNDT), reported multiple transactions involving common stock on February 10, 2026.
• A partial forfeiture of 1,461 performance restricted stock units (PRSUs) occurred, granted on April 1, 2023, which were subject to a Total Shareholder Return (TSR) performance condition for the period April 1, 2023, through December 31, 2025.
• These TSR-based PRSUs vested on December 31, 2025, with a payout percentage of 50%, as certified by Conduent's Compensation Committee on February 10, 2026.
• An acquisition of 1,296 shares of common stock resulted from the vesting of other PRSUs, also granted on April 1, 2023, which were subject to a revenue growth performance condition for the period January 1, 2023, through December 31, 2025.
• These revenue growth-based PRSUs vested on December 31, 2025, with an approximate payout percentage of 22%, certified by the Compensation Committee on February 10, 2026.
• A total of 1,155 shares (612 + 543) were disposed of to cover tax obligations related to the vested performance restricted stock units, at a price of $1.43 per share.
• Following these transactions, George Joseph Abate's direct beneficial ownership of Conduent common stock stands at 72,553 shares.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing the routine reporting of executive compensation vesting and forfeiture based on pre-established performance conditions, with no immediate positive or negative implications for the company's operational or financial outlook.

Positives

• The vesting of 1,296 shares of common stock from performance restricted stock units indicates that certain revenue growth performance conditions were met, albeit at an approximate 22% payout.
• An additional 50% payout on TSR-based performance restricted stock units resulted in a net increase in beneficial ownership after accounting for forfeitures and tax withholdings.

Negatives

• A partial forfeiture of 1,461 performance restricted stock units occurred, suggesting that the Total Shareholder Return (TSR) performance condition was not fully met, resulting in only a 50% payout.
• Shares totaling 1,155 were withheld to pay for taxes on the vested performance restricted stock units, reducing the net shares received by the officer.

Industry Context

StockSavvy.ai notes that Form 4 filings provide transparency into insider equity movements, which are routine disclosures for executive compensation. These transactions reflect the outcome of previously established performance-based awards and are common across publicly traded companies, particularly for senior officers whose compensation packages often include equity incentives tied to company performance metrics.

Corporate Governance

Key Dates

Keywords

Conduent, CNDT, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Vesting, Beneficial Ownership, Equity, TSR, Revenue Growth