Transaction Details

Footnotes

RSU Awards of restricted stock units (RSUs) granted on June 1, 2025 that vest in equal amounts on June 1, 2026, June 1, 2027 and June 1, 2028. Each RSU converts to one share of Conduent Incorporated common stock (Common Stock) upon vesting. | Award of performance restricted stock units (PRSUs) that can only be settled in Common Stock. The PRSU award will cliff vest on June, 1, 2028, subject to Conduent Incorporated's total shareholder return compared to its proxy peer group (rTSR) meeting certain thresholds. If Conduent Incorporated's rTSR achieves the 25th percentile (or higher) for the period April 1, 2025 through December 31, 2027, the shares will vest on June 1, 2028 and be adjusted and settled according to the following performance (with linear interpolation between points): 25th Percentile ranking is 50% payout; Median percentile ranking is 100% payout; and 75th percentile is 150% payout. The vested shares are paid out within 60 days following the vesting date. The PRSU award adjustment is capped at (i) 100%, if Conduent Incorporated's total shareholder return is negative, and (ii) 4x the fair market value of the target number of PRSUs on the date of grant.