SEC FORM 3SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Wehbe George

(Last)(First)(Middle)
100 CAMPUS DRIVE
SUITE 200

(Street)
FLORHAM PARKNJ07932

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2026
3. Issuer Name and Ticker or Trading Symbol
CONDUENT Inc [ CNDT ]
Foreign Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
checkbox checkedOfficer (give title below)Other (specify below)
President Commercial Solutions
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checkedForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock175,653(1)(2)(3)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 840 Shares owned outright.
2. 116,543 Restricted Stock Units (RSUs) granted on May 13, 2026, which will convert into an equivalent number of shares of Conduent Incorporated's common stock (Common Stock) upon vesting, that vest in equal 1/3 installments on December 31, 2026, December 31, 2027 and December 31, 2028;
3. 58,270 Performance Restricted Stock Units Share Price Hurdle (2026 PRSU-Share Hurdle awards); Award of performance restricted stock units that can only be settled in Common Stock. The 2026 PRSU-Share Hurdle award will cliff vest on December 31, 2028, subject to Conduent Incorporated's Common Stock meeting an average closing stock price over any 120 consecutive calendar day period during the measurement period of April 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.
Remarks:
/s/ Anna Novoseletsky, attorney-in-fact09/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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