Agadi Harshavardhan V 4

Accession 0001498132-26-000002

CIK 0001677703other

Filed

Jan 20, 7:00 PM ET

Accepted

Jan 21, 4:18 PM ET

Size

8.1 KB

Accession

0001498132-26-000002

AI-generated summary of this filing

Updated Jan 21, 2026

Conduent (CNDT) CEO Harshavardhan Agadi Receives Award

What Happened

Harshavardhan Agadi, CEO of Conduent Inc. (CNDT), received equity awards on January 16, 2026: 680,000 restricted stock units (RSUs) and 1,020,000 performance restricted stock units (PRSUs). The filing reports a per‑unit value of $2.02, totaling $1,373,600 for the RSUs and $2,060,400 for the PRSUs (combined $3,434,000). These are grants/awards (code A), not open‑market purchases or sales.

Key Details

Transaction date and price: January 16, 2026 @ $2.02 per unit (reported).
Award amounts: 680,000 RSUs; 1,020,000 PRSUs (1,700,000 units total); reported aggregate value $3,434,000.
Shares owned after transaction: Not disclosed in this Form 4 filing.
Timeliness: Filed January 21, 2026 — appears timely (filed within the required two business days after the transaction, accounting for the Jan 19 holiday).
Footnotes/vesting terms:
- RSUs (F1): Vest in equal amounts on Dec 31 of 2026, 2027 and 2028; each RSU converts 1:1 into common stock upon vesting.
- PRSUs (F2): Contingent on service through Dec 31, 2028 and a share‑price performance test measured by the average closing price over any 120 consecutive days in 2026–2028. Payout scale: $2.50 avg → 25% vests; $3.00 → 50%; $4.00 → 75%; $5.00+ → 100% (linear interpolation between levels).
- Payout timing (F3): Vested shares (PRSUs) are paid within 60 days after the Vesting Date; PRSUs convert 1:1 into common shares upon vesting.

Context

These awards are standard compensation grants rather than purchases or sales. The RSUs will vest over three scheduled dates; the PRSUs are performance‑based and may vest partially or not at all depending on service and stock‑price performance through Dec 31, 2028. PRSUs are settleable only in common stock, not cash.

Form 4

Period: 2026-01-16

DirectorChief Executive Officer

Transactions

Award
Common Stock
[F1]
2026-01-16$2.02/sh+680,000$1,373,600→ 776,829 total
Award
Common Stock
[F2][F3]
2026-01-16$2.02/sh+1,020,000$2,060,400→ 1,796,829 total

Holdings

Footnotes (3)

[F1]RSU Awards of restricted stock units ("RSUs") granted on January 16, 2026 that vest in equal amounts on December 31, 2026, December 31, 2027 and December 31, 2028. Each RSU converts to one share of Conduent Incorporated common stock ("Common Stock") upon vesting.
[F2]Award of performance restricted stock units ("PRSUs") that can only be settled in Common Stock. PRSUs have two vesting conditions - a service condition and a share price condition. The service condition requires continued employment through the December 31, 2028 (the "Vesting Date"). The share price condition requires an average closing stock price over any 120 consecutive calendar day period during the measurement period of January 1, 2026 through December 31, 2028 (the "average closing price") of at least $2.50 per share. If an average closing price of $2.50/share is achieved, 25% is eligible to vest; if an average closing price of $3.00/share is achieved, 50% is eligible to vest; if an average closing price of $4.00/share is achieved, 75% is eligible to vest, and if an average closing price of $5.00/share or greater is achieved, 100% is eligible to vest, with linear interpolation between stock prices.
[F3]Vested shares are paid out within 60 days following the Vesting Date. Each PRSU converts to one share of Common Stock upon vesting.

Signature

/s/Michael Krawitz, attorney-in-fact|2026-01-21

1 file

CONDUENT Inc

CIK 0001677703

Entity typeother