What changed in this filing

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Item 1. Business

2026-02-19 compared with 2025-02-19 · 126 added, 156 removed, 248 unchanged (53% of the section changed)

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Our unique set of solutions and services are utilized by some of the largest corporations, governments and public sector agencies across multiple industries and geographies to deliver end-user excellence at scale and business process efficiencies with state-of-the-art, proprietary technology.

Each day, our solutions and services interact in the lives of millions of people in many ways - from safer, more seamless commutes that reduce congestion to streamlined benefits enrollment, digital payments, customer experiences and government healthcare claims.

Each day, our solutions and services interact in the lives of millions of people in many ways - from safer, more seamless commutes with reduced congestion to streamlined benefits enrollment, documents management, customer experiences and government healthcare claims.

Conduent’s uniqueness, loyalty and dedication to service make for a future of robust value creation and growth.

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In the commercial market, competitive pressures are driving demand for increased productivity, efficiency and modern digital experiences, and these needs favor end-to-end solutions and outsourcing where we have an advantage.

In addition, increasing globalization and the proliferation of AI-enabled solutions and applications creates opportunities we are poised to capitalize on.

In addition, increasing globalization and the proliferation of AI-enabled solutions and applications create opportunities we are poised to capitalize on.

Our people, process expertise and technology elevate client outcomes every day.

In 2024, we managed approximately 2.3 billion customer service interactions, captured and classified 10 billion documents and claims and supported millions of employees with human resource ("HR") services.

We serve a substantial portion of the public sector, providing market-leading government and transportation offerings that streamline enrollment and automate claims for government-funded programs such as Medicaid and accurately deliver benefits payments that residents depend on every day and seamlessly move travelers.

Our government portfolio includes government healthcare, eligibility and enrollment solutions, digital payments and child support payments, ensuring efficient Medicaid healthcare claims processing and delivery of benefits to the most vulnerable populations.

Our solutions help state agencies determine eligibility, streamline enrollment, adjudicate claims and meet modularity mandates for government-funded healthcare programs.

In 2025, we managed approximately 2 billion customer service interactions, captured and classified over 14 billion documents and claims, and supported millions of employees with human resource ("HR") services.

We serve a substantial portion of the public sector, providing market-leading government and transportation offerings that streamline enrollment and automate claims for government-funded programs such as Medicaid, accurately deliver benefits payments that residents depend on every day, and seamlessly move travelers.

Our solutions help state agencies determine eligibility, streamline enrollment, adjudicate claims and meet requirements for government-funded healthcare programs.

We also deliver government-distributed payments seamlessly and securely utilizing our proprietary software and expertise.

In 2024, we processed nearly 450 million Medicaid claims and disbursed approximately $85 billion in government benefit payments.

In 2025, we processed over 454 million Medicaid claims and disbursed approximately $80 billion in government benefit payments.

Our transportation portfolio includes public transit and road usage charging solutions that streamline operations, increase revenue and reduce congestion while enabling safer, more seamless travel with reduced environmental impact.

We help transportation agencies collect payments, manage operations, equipment and servicing, and enable digital transactions for transit and road usage charging globally, processing over 13 million tolling transactions every day while helping to reduce congestion.

We help transportation agencies collect payments, manage operations, equipment and servicing, reduce traffic congestion and enable digital transactions for transit and road usage charging globally, processing over 14 million tolling transactions every day.

With approximately 51,000 associates globally as of December 31, 2025, we are dedicated to our clients' success.

Each day, our people and our digital business solutions and services serve millions of end users on behalf of our clients.

Of our global team, nearly 40% is in North America with the remainder located primarily in our delivery centers in Asia Pacific, Latin America, the Caribbean and Europe.

Of our global team, approximately 34% is located in North America with the remainder located primarily in our delivery centers in Asia Pacific, Latin America, the Caribbean and Europe.

We continue to be recognized for our commitment to fostering a culture of belonging and inclusion.

CNDT 2025 Annual Report

In line with our strategic initiatives, as discussed in Part II, Item 8, Note 4 – Divestitures and Assets/Liabilities Held for Sale of this Form 10-K, we transferred or sold certain portfolios and businesses in 2024.

These include our BenefitWallet health savings account and medical savings account portfolio (collectively, the "BenefitWallet Portfolio"), our Curbside Management and Public Safety Solutions businesses and our Casualty Claims Solutions business.

Our Strategic Focus

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• Sales Performance Optimization :

We continue to optimize sales training, talent, processes and account management to strengthen client and prospect relationships to gain more selling opportunities both with new clients as well as greater share of wallet with existing clients.

We continue to optimize sales training, talent, go-to-market processes and account management to strengthen client and prospect relationships to gain more selling opportunities with new clients as well as greater share of wallet with existing clients.

Our team’s talent and dedication has resulted in Conduent serving 46 states, nearly half of the Fortune 100 companies and other leading companies, including:

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• AI and Automation :

We will continue to invest in embedding GenAI/AI and intelligent process automation into existing operations, including automated document management, fraud prevention and detection, claims adjudication and customer experience.

Our automation tools increase productivity through advanced data extraction and handling of structured and unstructured data, improve workflow efficiency through business rules and task automation and increase operational accuracy through predictive analytics.

In 2024, we launched a dedicated GenAI program with over 20 prioritized use cases to help drive quality, efficiency and faster cycle times in our clients' operations, as well as formed a GenAI innovation initiative with Microsoft.

We will continue to invest in embedding GenAI/AI and intelligent process automation into existing operations, including automated document management, fraud detection and prevention, claims adjudication and customer experience.

Our automation capabilities increase productivity through advanced data extraction and handling of structured and unstructured data, improve workflow efficiency through business rules and task automation and increase operational accuracy through predictive analytics.

In 2025, we continued a dedicated GenAI program with over 20 prioritized use cases to help drive quality, efficiency and faster cycle times in our clients' operations, as well as continued our GenAI innovation initiative with Microsoft.

In addition, we launched our AI Experience Center in our Florham Park, NJ headquarters to immerse our clients in AI innovations and demonstrate these solutions in production.

• Delivery Optimization :

We continue to operate more efficiently through common processes with a shared services model that enables economies of scale and creates greater accountability for client performance.

We drive progress through continuous process improvement and capitalizing on a range of staffing models, including flexible work from home and hybrid work and optimizing our geographic footprint.

CNDT 2024 Annual Report

We continue to respond with agility to clients’ shifting needs as reflected in our Net Promoter Score ("NPS"), which has increased by 38 points since becoming Conduent in 2017.

In addition, for our top 20 clients, the average tenure is 20 years of partnership, including the period before becoming Conduent.

We drive progress through continuous process improvement and capitalizing on a range of staffing models, including flexible work from home and hybrid work, as well as optimizing our geographic footprint.

We continue to respond with agility to clients’ shifting needs as reflected in our Net Promoter Score ("NPS"), which has increased significantly since becoming Conduent in 2017.

We measure success in Efficiency through associate retention and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") margin, among other metrics.

CNDT 2025 Annual Report

Our clients depend on stable, high-quality service delivery.

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• Data Center Optimization :

We have systematically consolidated the majority of our technology infrastructure into two primary data centers leading to increased processing speeds, redundancy and stability, and improved performance for our clients.

We have systematically consolidated the majority of our technology infrastructure into two primary data centers, leading to increased processing speeds, redundancy and stability, as well as improved performance for our clients.

• Improve End-User Experience :

We are enhancing both user interfaces and experiences across our offerings by expanding self-service tools, AI-powered virtual assistants and mobile apps and by leveraging deeper user insights through analytics.

Our focus on quality has resulted in continued client confidence and satisfaction which is reflected in our Net Promoter Score improvement as well as improved client retention rates.

We are enhancing both user interfaces and experiences across our offerings by expanding self-service tools, AI-powered capabilities and mobile apps and by leveraging deeper user insights through analytics.

Our focus on quality has resulted in continued client confidence and satisfaction.

We measure “Quality” by service level agreement performance, system availability, technology incident rates and client satisfaction.

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As a result, our clients have become more focused on their core businesses and the range of outsourced activities has expanded.

Increasing globalization has also required many companies to optimize cost structures and engage AI-enabled business process solutions to retain competitiveness.

Increasing globalization has also required many companies to optimize cost structures and engage in AI-enabled business process solutions to retain competitiveness.

Conduent is unique in that we have solutions that span the end-to-end value chains of our clients.

This means that our clients can partner with us to support more of their business processes than other providers.

We are recognized by independent industry analysts as a leader for many of these solutions.

CNDT 2024 Annual Report

We are recognized by independent industry analysts as leaders for many of these solutions.

• Industry Analyst Accolades:

• NelsonHall Multi-Process HR Transformation NEAT 2024 – Leader

(Focus Areas:

Overall, Efficiency, North America, Europe, Multi-Country, Large Enterprise)

• ISG Provider Lens Contact Center - Customer Experience Services US and Europe 2024 – Leader

(Focus Areas:

Digital Operations, Intelligent Agent Experience, Intelligent CX (AI & Analytics);

also a Leader in Digital Operations (Global)

• NelsonHall Healthcare Payer Operations Transformation NEAT 2024 – Leader

(Focus Areas:

Overall, Care Management & Wellness Services, Care Management Suitability, Claims Management Administration, Member Engagement Services & Enrollment, Provider Management Administration & Network Management)

• Nelson Hall Benefits Administration:

Health & Welfare 2025 NEAT Leader - Marketplace Focus

• Nelson Hall Healthcare Payer Agility & Innovation 2025 NEAT Leader - Overall

• Nelson Hall Experience-Led HR Transformation 2025 NEAT Leader - Experience and Engagement Focus

CNDT 2025 Annual Report

• Market Position:

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These solutions are both cross-industry and industry-specific in nature.

Across the Commercial segment, we operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients and better experiences for their consumers and employees.

Across the Commercial segment, we operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients, and deliver better experiences for their consumers and employees.

Our Commercial segment is our largest segment, with segment revenue for 2025 of $1,511 million, representing 49.7% of our total revenues excluding divestitures.

Our Government segment provides government-centric services and solutions to U.S.

federal, state, local and foreign governments for public assistance, healthcare programs and administration, transaction processing, payment services and case management.

In this segment, we help governments respond to changing rules for eligibility and increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and shift in response to an evolving regulatory environment.

federal, state, local and foreign governments for public assistance, healthcare program administration, transaction processing, eligibility and enrollment processing, payment services and case management.

In this segment, we help governments respond to changing rules for eligibility and keep pace with increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and adapt to an evolving regulatory environment.

Our Government segment revenue for 2025 was $922 million, representing 30.3% of our total revenues excluding divestitures.

Transportation:

Our Transportation segment provides systems, support and revenue-generating solutions to government transportation agency clients.

We deliver mission-critical tolling, transit and digital payment solutions that streamline operations, increase revenue and reduce congestion while creating safe, seamless experiences for travelers.

We help transportation agencies contend with rising urbanization and mobility, the need for system efficiency and an increased focus on transportation infrastructure.

Our Transportation segment provides government agencies and transportation authorities around the world with systems, support and revenue-generating solutions serving toll and fare collections as well as mobility and digital payments that help streamline operations and increase revenue to government and transportation agencies.

With an expanded focus on sustainability and enhancing the quality of life for citizens and communities around the world, our solutions help reduce congestion and greenhouse emissions, while creating seamless travel experiences for consumers throughout transportation ecosystems.

Transportation segment revenue for 2025 was $609 million, representing 20.0% of our total revenues excluding divestitures.

We present segment financial information in Note 3 – Segment Reporting to our Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.

CNDT 2024 Annual Report

Our Service Offerings

Our technology-led solutions and services include Customer Experience Management ("CXM"), Business Operations Solutions ("BOS"), Healthcare Claims and Administration Solutions and Human Capital Solutions ("HCS").

Our technology-led solutions and services include Customer Experience Management ("CXM"), Business Process as a Service ("BPaaS") and Integrated Digital Solutions ("IDS").

• Customer Experience Management

• We deliver a full range of customer contact services and customer communications, including customer care, technical support, loyalty management and outbound and inbound sales, handling many complex interactions and representing the brands of our client.

We create better experiences across the customer lifecycle through a variety of channels including social media, chat, email, voice and virtual agent to help customers where and how they want to engage.

Through omni-channel communications, automation and analytics, as well as labor efficiencies, we help our clients to reduce costs, enable scale and drive revenue growth and efficiencies.

We serve marquee clients across multiple sectors including financial services, health and life sciences, logistics, retail, technology and telecom, travel and hospitality sectors, helping to resolve complex issues for the customers with empathy and effectiveness.

• We deliver a full range of customer contact services, including customer care, technical support, loyalty management, and outbound and inbound sales, handling many complex interactions and representing the brands of our clients.

We create better experiences across the customer lifecycle through a variety of channels including chat, email, voice and virtual agents to help customers where and how they want to engage.

Through omni-channel communications, automation and analytics, as well as labor efficiencies, we help our clients drive revenue growth, enable scale, and gain cost reductions and other operational efficiencies.

We serve marquee clients across multiple sectors, including the financial services, healthcare and life sciences, logistics, technology, telecom, travel and hospitality sectors, helping to resolve complex issues for our customers with empathy and effectiveness.

The CXM business generally generates income on a per call, per agent, or per percentage of sales made basis.

• Business Operations Solutions

• In our BOS business, we help our clients digitally transform business processes and drive efficiency, automation and scale across essential business functions.

We streamline client operations through our deep industry experience, understanding of our clients’ needs and the latest technology solutions to reduce costs, improve security, performance and accuracy, and enable revenue growth while enhancing the end-user experience.

Our portfolio of solutions spans automated document and data management, payments processing, finance, accounting and procurement, and financial industry solutions.

We generate revenue in a variety of ways within this business, including per item handled, time and materials, and per service such as postage, web portal hosting or data storage.

Our pricing can also be based on achieving specific outcomes for services rendered.

• Healthcare Claims and Administration Solutions

• On behalf of the healthcare industry, we deliver administration, clinical support, claims management and patient assistance solutions across the healthcare ecosystem to reduce costs, increase compliance and enhance utilization, while improving outcomes and experiences for members and patients.

Our solutions span:

clinical trials, sales, access and adherence for pharmaceutical clients;

claims processing, care integration, subrogation and payment integrity solutions for managed care companies;

and intake mailroom/data capture and medical management services for claims payers and third-party administrators.

Through our solutions provided to pharmaceutical clients, we generate revenue either based on a per employee, per transaction or a per resource per hour basis.

Through our medical bill review, claims processing and payment integrity solutions provided to managed care companies, we generate revenue on a per member per month basis for use of our platform, as a percentage of what we collect for the provider, or a monthly or annual fee.

• Human Capital Solutions

• We provide services to support our clients' employees at all stages of their employment from on-boarding through retirement.

Our solutions span Benefits Administration, Human Resources ("HR") and Payroll, and Learning.

On behalf of global organizations and governments, we deliver technology-led HR services and solutions that improve business processes across the employee journey to maximize business performance, while increasing employee satisfaction, engagement and overall well-being.

These solutions help empower millions of employees and span health, benefits, payroll, onboarding and learning administration, annual enrollment, wealth and retirement, pensions administration, HR, talent, and workforce management.

• Depending on the solution, we generate revenue in a variety of ways.

Within our Benefits Solutions, we

• Business Process as a Service

• We help our clients digitally transform business processes and drive efficiency, automation and scale across essential business functions.

We streamline client operations through our deep industry experience, understanding of our clients’ needs and the latest technology solutions to reduce costs,

CNDT 2025 Annual Report

principally generate revenue based on the number of employees and retirees we support, as well as transactions generated by client life events such as qualified domestic relations orders, Consolidated Omnibus Budget Reconciliation Act ("COBRA") and Affordable Care Act ("ACA") administration, which are charged on a per transaction basis.

Within our HR and Payroll Solutions, we generate revenue principally per client’s employee per period (month / year) pricing, with tiers to address periodic variations in client employee headcount.

Within our Learning Solutions, we generate revenue principally by transaction-based pricing per unit of production along with fixed monthly governance fees.

improve security, performance and accuracy, and enable revenue growth, while enhancing the end-user experience.

Our portfolio of BPaaS solutions spans payment integrity, finance, accounting, and procurement, human capital, legal and compliance, and bank and lending.

We generate revenue in a variety of ways within this business, including per employee covered, contingency fees on recoveries, per agent or per hour.

• Integrated Digital Solutions

• We drive efficiencies for clients with more digitized processes across the customer and document lifecycle through automation, data analytics and AI-powered solutions.

This helps to shorten decision-making times on items like claims and applications while also lowering costs, reducing manual effort, improving data accuracy, providing omnichannel communications and enhancing the overall customer experience.

Our solutions span document and claims processing, health plan administration, scanning and digitization of mailrooms, data and documents, and omnichannel digital and physical communications, including print and mail and solutions focused specifically in the healthcare and banking industries.

We generate revenue in a variety of ways within this business, including per image scanned, per document mailed or per member covered.

Our Government solutions and services include Government Healthcare Solutions and Government Service Solutions that streamline delivery of government benefits and programs to constituents and families in need.

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• We provide program administration solutions for government healthcare programs with a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, customer contact services, application processing, premium billing and case management solutions.

In 2024 alone, we processed nearly 450 million claims.

In 2025 alone, we processed over 454 million claims.

Our cloud-native Conduent Medicaid Suite ("CMdS") is a modular software as a service ("SaaS") solution for state Medicaid agencies to transform from a legacy Medicaid Management Information System ("MMIS") to a digital, interoperable and scalable Medicaid Enterprise System.

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• With approximately $80 billion disbursed annually, we are a leader in government payment disbursements for federally sponsored programs including benefit card programs and payment card programs.

Benefit card programs are closed-loop solutions that support Supplemental Nutrition Assistance Program ("SNAP"), Temporary Assistance for Needy Families ("TANF") and Women, Infants and Children ("WIC").

Payment card programs are open-loop solutions that support child support and Unemployment Insurance ("UI").

Benefit card programs are closed-loop solutions that support Supplemental Nutrition Assistance Program, Temporary Assistance for Needy Families and Women, Infants and Children ("WIC").

Payment card programs are open-loop solutions that support child support and Unemployment Insurance.

Closed-loop cards are limited to specific retailers (such as Food and Nutrition Service approved retailers), while open-loop cards can be used anywhere that accepts their card network (example MasterCard or Visa).

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Within our open-loop payments solution, we generate revenue based on interchange fees and spending on cards as a percentage of transactions.

• We also offer a broad set of child support services predominately to State Disbursement Units ("SDUs"), including processing and distributing payments, child support payment cards, childcare credentialing and case management, among others, to help states comply with federal standards.

Within child support solutions, the way we generate revenue varies by state, but it is generally either per financial transaction, per call, fixed price, or for development of systems.

CNDT 2025 Annual Report

• We also offer a broad set of child support services predominately to State Disbursement Units, including processing and distributing payments, child support payment cards, childcare credentialing and case management, among others, to help states comply with federal standards.

Within child support solutions, the way we generate revenue varies by state, but it is generally either per financial transaction, per call, fixed price, or for development of systems.

Transportation

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Leadership in attractive growth markets:

We are a leader in business process solutions that deliver exceptional outcomes for our clients on an unparalleled scale.

We are a leader in business process solutions that deliver exceptional outcomes for our clients on a massive scale.

Our clients continue to outsource key business processes to improve efficiency and to accelerate performance and digital transformation.

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We are widely recognized by industry analysts as a leader in healthcare payer operations, serving 9 of the top 10 U.S.

health plans and providing administrative and mission-critical program administration solutions for government healthcare programs serving 119 million recipients in 34 states and the District of Columbia.

health plans and providing administrative and mission-critical program administration solutions for government healthcare programs serving over 111 million recipients in 34 states and the District of Columbia.

Conduent’s healthcare capabilities have been recognized by NelsonHall and Everest Group.

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Traffic congestion continues to increase due to urbanization and changing global demographics.

As a result, optimized transportation systems are becoming critical to increase efficiency while maintaining strict safety requirements.

Electronic toll collection and public transit represent key growth drivers as governments at all levels increasingly focus on transportation infrastructure, and we process over 13 million tolling transactions every day.

As a result, optimized transportation systems are becoming critical to increase efficiency while

CNDT 2025 Annual Report

• Business Operations Solutions:

maintaining strict safety requirements.

• Integrated Digital Solutions:

We provide high volume print and mail services, enrollment processing and personalized communications to large corporations and are a leading provider in this market with more than 14 billion documents captured, indexed and classified annually.

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Differentiated technology-led suite of multi-industry solutions:

Through dedicated people, process expertise and technology, such as analytics and automation, Conduent solutions and services create value across multiple industries by creating efficiencies, improving experiences, reducing costs and enabling revenue growth while better serving millions of end users that depend on us.

Through dedicated people, process expertise and technology, such as AI, analytics and automation, Conduent solutions and services create value across multiple industries by creating efficiencies, improving experiences, reducing costs and enabling revenue growth while better serving millions of end users that depend on us.

By understanding our clients' businesses, we deliver performance by optimizing processes to be more efficient, flexible and secure, and our innovative, tech-led solutions are highly configurable to meet our clients' needs.

We deliver value by driving valuable outcomes and reducing costs at scale.

We deliver value by driving better outcomes and reducing costs at scale.

We enhance customer experience by improving experiences, engagement and loyalty of end users.

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We have a broad and diverse base of clients across multiple geographies and industries, including nearly half of the Fortune 100 companies, midsize businesses and governmental entities.

Our clients are increasingly satisfied as evidenced by our NPS that has increased by 38 points since becoming Conduent.

Our strong client relationships and successful client execution support our stable, recurring revenue model and high renewal rates.

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Our solutions solve clients' business issues and help them achieve their desired business outcomes.

We leverage our broad portfolio of offerings and dedicated team of associates to package solutions that exactly meet clients’ needs, while taking a disciplined approach to pricing and contracting.

We leverage our broad portfolio of offerings and dedicated team of associates to package solutions that meet clients’ needs,

CNDT 2025 Annual Report

while taking a disciplined approach to pricing and contracting.

Our sales efforts typically involve extended selling cycles where our deep domain and industry expertise is critical to winning new business.

We maintain strong relationships with our clients from initial engagement to implementation and on-going service delivery.

CNDT 2024 Annual Report

Intellectual Property

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Our patent portfolio evolves as new applications are filed, patents are awarded to us and as older patents expire.

These patents expire at various dates, generally 20 years from their original filing dates.

Additionally, approximately 140 U.S.

patents and applications were included with assets divested with the public safety business.

These patents expire on various dates, generally 20 years from their original filing dates.

While we believe that our portfolio of patents and applications has value, in general, no single patent is essential to our business or to any individual segment of our business.

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With respect to internally developed software, we claim copyright on all such software, registering works which may be accessible to third parties.

In addition, we rely on maintaining source code confidentiality to assure our market competitiveness.

In addition, we rely on maintaining source code confidentiality to ensure our market competitiveness.

With respect to externally sourced software, we rely on contracts assuring our continued access for our business use.

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These trademarks may have a perpetual life, subject to renewal every 10 years and may be subject to cancellation or invalidation based on certain use requirements and third-party challenges, or on other grounds.

Additionally, some trademarks were included with assets divested during the year.

We vigorously enforce and protect our trademarks.

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Conduent Culture

At Conduent, we work to build a culture where individuality is noticed and valued, and all associates feel like they belong and can bring their authentic selves to work.

We continue to support an open and inclusive workplace where everyone, regardless of their differences, has an equal opportunity to thrive, do work that fulfills them and contribute their strengths.

This commitment is essential to our business strategy, fuels our work for clients and carries forward to their millions of end-users who interact with us every day.

Our eight Employee Impact Groups ("EIGs") play a vital role in creating an environment of belonging and inclusion through year-round activities that advance culture and professional development, create a sense of community, and impact business outcomes.

As part of our focus on creating an inclusive culture, in 2024, we delivered learning on "inclusive leadership" and hosted panel discussions with our leadership team members on a range of topics such as belonging, trust, psychological safety and mental health.

We continue to advance our efforts to attract, retain and develop a diverse and engaged workforce and are proud to have received several global and regional workplace culture awards, including:

At Conduent, we are committed to building a culture where individuality is recognized and valued, and where every associate feels a true sense of belonging and is empowered to bring their authentic self to work.

We foster an open and inclusive workplace where people of all backgrounds have equitable opportunities to grow, do meaningful work, and contribute their unique strengths.

This commitment is foundational to our business strategy, strengthens how we serve our clients, and ultimately benefits the millions of end users who interact with Conduent every day.

Our eight Employee Impact Groups are central to advancing this culture of inclusion and belonging.

Through year-round programming, they support professional development, strengthen community, elevate diverse perspectives, and drive measurable business impact.

In support of inclusive leadership, during 2025 we continued to deliver enterprise-wide learning and hosted leadership-led conversations focused on belonging and inclusion, working across generations, and various mental health topics.

We remain focused on attracting, retaining and developing a diverse, engaged workforce.

Our efforts have been recognized through several global and regional workplace honors in recent years, including:

• Top 100 Global Most Loved Workplaces (Newsweek:

• Most Loved Workplaces in America (Newsweek:

• America’s Best 500 Employers for Diversity (Forbes:

2025, 2024, 2023);

• Corporate Equality Index top ranking (Human Rights Campaign:

• Most Loved Workplaces in America (Newsweek:

2025, 2024, 2023);

• Top Employer for LGBT+ Inclusion in India (IWEI:

• Best Places to Work for Disability Inclusion (Disability Equality Index:

2025, 2024, 2023);

• LGBTQ+ Best Places to Work in Mexico (Human Rights Campaign Equidad MX:

• Best for Vets Employers (Military Times:

2025, 2024, 2023).

CNDT 2025 Annual Report

• Best Place to Work for Disability Inclusion (Disability Equality Index:

• Best for Vets Employers (Military Times:

• ERS Silver Award (Armed Forces Covenant:

Employee Learning and Development

As a services company, we believe our associates are our most important asset, which is why we invest in associate growth and development programs.

We are focused on building a workplace where our people can do their best work and have access to the learning tools and resources they need to excel in their role, stay competitive and grow their skill set.

We offer our associates modern, digital world-class learning platforms that help them learn anywhere, anytime on a wide range of topics including technology, professional and business-related themes.

As a result, we have been successful in building a culture of continuous learning, with employees taking charge of their learning and development.

In addition to our digital platforms, employees are also provided job-specific technical training when they are onboarded and as required during their professional journey.

Furthermore, we launched a new, blended learning and development program for people managers in 2024.

Our learning platforms are widely utilized with about 1.63 million learning assets completed in 2024 and have great learning effectiveness scores for satisfaction, skill improvement and on the job practical application.

We also ensure that our associates complete regulatory and compliance training on topics required based on their role and geography.

Our associate learning platforms are widely utilized with approximately 1.73 million learning assets completed in 2025 (including 1.4 million developmental learning assets and 331 thousand compliance learning assets).

A key focus has been learning aided by AI tools, such as AI simulators, for practicing scenarios in a safe environment, AI assistants for finding relevant online content more quickly, and AI-enabled captions of non-English online learning content, all of which enabled an 18% increase in utilization of these learning platforms.

We continue to see great learning effectiveness scores for satisfaction and potential for application of learning on the job, which correlates to a 15 point increase for NPS and a 6% increase for positive experience for online learning content in 2025 versus 2024.

We continue to ensure that our associates complete regulatory and compliance training on topics required based on their role and location.

Associate Engagement

We continuously gather associate feedback through multiple touchpoints throughout the year and leverage that feedback to both inform our talent strategy and enhance our associate experience.

These touchpoints include both external recognition surveys as well as feedback gathered through internal pulse surveys, exit surveys and our internal social platform used for open and transparent communications.

These touchpoints include both external recognition surveys as well as feedback gathered through internal pulse surveys, town halls, exit surveys and our internal social platform used for open and transparent communications.

In 2025, Conduent was recognized among Newsweek’s Top 100 Global Most Loved Workplaces.

This recognition was based largely on direct feedback gathered from our associates indicating a strong "emotional connection" between associates and our Company.

We also continuously monitor our rankings and feedback from current associates on review sites such as Comparably.

In 2024, our year-over-year Comparably scores held steady, with our overall culture score in the top 10% of similar sized companies, and love of team, challenging work, and flexibility to do remote work cited among the positives.

This recognition was based largely on direct feedback gathered from our associates indicating a strong "emotional connection" between associates and Conduent.

We also continuously monitor feedback through our annual associate engagement survey.

In 2025, our overall engagement scores remained healthy and consistent with 2024.

Corporate Ethics

We operate according to our Ethics and Compliance Program, which is focused on sustaining an ethical culture and is designed to meet general governance and specific industry, regulatory and legal requirements.

The Ethics and Compliance Program is based on our core values, including personal accountability, and overseen by Conduent’s Ethics Office.

The Ethics and Compliance Program is based on our core values, including personal accountability, and is overseen by Conduent’s Ethics Office.

Conduent’s Code of Business Conduct is the foundation of our Ethics and Compliance Program.

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Securities and Exchange Commission ("SEC") and Nasdaq Global Select Market ("Nasdaq") rules.

Our revenues can be affected by various factors such as our clients’ demand patterns for our services, which include peak windows for benefit enrollment, new product launches by clients and busy retail and travel seasons.

CNDT 2025 Annual Report

Our revenues can be affected by various factors such as our clients’ demand patterns for our services, which includes peak windows for benefit enrollment, new product launches by clients and busy retail and travel seasons.

Availability of Company Information

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Name Age Present Position Year Appointed to Present Position Conduent Officer Since

Clifford Skelton (1)

63 President and Chief Executive Officer 2026 2026

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51 Executive Vice President, Public Sector Solutions 2024 2024

Mike McDaniel (2)

55 Executive Vice President, Commercial Solutions 2024 2024

Michael Krawitz 55 Executive Vice President, General Counsel and Secretary 2019 2019

Mark Prout 61 Executive Vice President, Chief Information & Technology Officer 2019 2020

Stephen Wood (2)

Giles Goodburn (2)

53 Executive Vice President, Chief Financial Officer 2025 2025

Michael Krawitz 56 Executive Vice President, General Counsel and Secretary 2019 2019

Anthony Marino (2)

62 Executive Vice President, Chief Administrative Officer 2025 2025

Mark Prout 61 Executive Vice President, Chief Information and Technology Officer 2019 2020

_____________________________

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As of February 19, 2026, there are no family relationships among any of the executive officers named above and any of our directors.

Skelton was appointed Chief Operating Officer of Conduent in June 2019, Chief Executive Officer of Conduent in August 2019 and President of Conduent in May 2021.

He served as President of Fiserv Output Solutions from March 2017 to June 2019.

Prior to that, Mr.

Skelton was the Group President and Chief Information Officer at Fiserv from April 2012 until March 2017.

Skelton also held a variety of leadership roles at companies such as Ally Financial (formerly General Motors Acceptance Corporation) and Bank of America.

Skelton is a former Navy fighter pilot and served in the Navy for over 20 years.

Skelton earned his Bachelor of Arts degree from the University of Southern California and Master of Public Administration from Harvard University's John F.

Kennedy School of Government.

Abate was appointed Vice President – Chief Accounting Officer and Principal Accounting Officer in August 2024.

Agadi was appointed President and Chief Executive Officer in January 2026 after joining Conduent’s Board of Directors in May of 2025.

Prior to this role, Mr.

Agadi served as CEO and Chairman of GHS Holdings, LLC, an investment office, since 2000.

Agadi served as President and CEO of Crawford & Company (NYSE), a publicly listed independent claims management company, from 2015 until 2020.

Prior to that, he served as Executive Chairman of Quiznos, LLC from February 2012 until August 2014, as Chairman and CEO of Friendly’s Ice Cream LLC from August 2010 until February 2012, and President and CEO of Church’s Chicken from December 2004 until December 2009.

Agadi also currently serves as the non-executive Chairman of the Board of Flotek Industries, Inc.

(NYSE), a publicly traded oil field service company.

He also serves as Chairman of the Board of Transcend Cruises, a private company, a role he has held since 2022.

Agadi also served on several public company boards in the past, including as compensation committee chair for Belmond Ltd., a worldwide hospitality and leisure company (from 2011-2019), and for Crawford & Company (from 2010-2021).

Agadi is also currently the chairman of the SKSVMA College of Engineering and Agadi Sunrise Hospital Private Limited in India.

Agadi holds a Bachelor of Commerce from the University of Mumbai and an MBA from Duke University’s Fuqua School of Business.

Abate has served as the Vice President – Chief Accounting Officer of the Company since August 2020 and was appointed Principal Accounting Officer in August 2024.

In his current role, Mr.

Abate oversees the Company’s accounting matters.

He has held various accounting leadership roles of increasing responsibility at Conduent since 2017 and prior to that at Xerox Corporation.

He has held various accounting leadership roles of increasing responsibility at Conduent since 2017 and prior to that at Xerox Corporation, Fine Host Inc.

and Waste Management Inc.

Abate began his accounting career in the Assurance Practice of KPMG, LLP.

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CNDT 2025 Annual Report

Appleby joined Conduent as Chief Operating Officer – Commercial Solutions in August 2020.

He was Chief Operating Officer – Transportation Solutions from October 2022 until August 2023 and President – Transportation Solutions from August 2023 to July 2024.

He was appointed to his current position as Executive Vice President, Public Sector Solutions in July 2024.

In this role, Mr.

Appleby oversees the Company’s portfolio of Public Sector Solutions including Government Healthcare Solutions and Government Services Solutions in the Government segment, as well as Road Usage Charging Solutions, Transit Solutions and Commercial Vehicles in the Transportation segment.

Appleby has served as the Executive Vice President, Public Sector Solutions of the Company since July 2024.

Prior to that, Mr.

Appleby served the Company as President – Transportation Solutions from August 2023 until July 2024, Chief Operating Officer – Transportation Solutions from October 2022 until August 2023, and as Chief Operating Officer – Commercial Solutions from August 2020 until October 2022.

In his current role, Mr.

Appleby oversees the Company’s portfolio of Public Sector Solutions including Government Healthcare, Eligibility and Enrollment, Payments and Child Support in the Government segment, as well as Road Usage Charging Solutions, Transit Solutions and Commercial Vehicles in the Transportation segment.

Prior to joining Conduent, Mr.

Appleby was SVP, Client Operation, Credit Union Solutions at Fiserv from September 2018 until August 2020.

Appleby was SVP, Client Operation, Credit Union Solutions at Fiserv, Inc., a publicly listed financial technology company (“Fiserv”) (Nasdaq), from September 2018 until August 2020.

Appleby earned his Bachelor of Science degree in Environmental Science and Systems Engineering from the U.S.

Military Academy at West Point and he completed Leadership Development Programs at GE, Bank of America, Ally Financial and Fiserv.

Goodburn was appointed as Chief Financial Officer of the Company in May 2025.

Prior to his current role at Conduent, he served as Conduent’s Head of Investor Relations and Corporate FP&A from March 2020 until May 2025.

Prior to joining the Company, Mr.

Goodburn served as CFO of a business segment and Vice President, Finance and Operations at Travelers.

Prior to that, Mr.

Goodburn held various leadership positions at GE Capital from 2001 until 2012, including as CFO of various business segments.

Goodburn has global responsibility for all finance, treasury, investor relations, mergers and acquisitions, tax and audit at Conduent.

Goodburn is a Chartered Global Management Accountant and a graduate of Kingston University in the UK, as well as a graduate of the GE Experienced Finance Leadership Program.

Krawitz has served as Executive Vice President, General Counsel and Secretary since November 2019.

Krawitz is responsible for overseeing Conduent's global legal and enterprise risk functions, where he manages corporate governance, risk, ethics, privacy, contracting, government affairs, and all legal initiatives.

Prior to joining Conduent, from June 2015 to November 2019, Mr.

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Krawitz began his career at Fried Frank and earned his Bachelor of Arts in Economics and in Government from Cornell University and his Juris Doctor from Harvard Law School.

McDaniel joined Conduent in July 2024 as Executive Vice President, Commercial Solutions and has responsibility for our commercial solutions portfolio, including Customer Experience Management, Business Operations Solutions, Healthcare Claims and Administration and Human Capital Solutions.

Marino joined Conduent in July 2025 as Chief Administrative Officer.

Marino oversees key functions, including Human Resources, Marketing, Communications, and Procurement.

Prior to Conduent, Mr.

McDaniel spent four years at DXC Technology (August 2020 – June 2024) where he was the President of Modern Workplace, managing infrastructure for 7M devices worldwide.

Before joining DXC, Mr.

McDaniel spent 15 years at Accenture (February 2006 – July 2020) as a Senior Management Director in their Operations Business managing many different aspects of their global BPO business.

McDaniel holds an MBA from Bowling Green State University and a Bachelor of Science degree in mechanical engineering from the University of Toledo.

He chairs the Board of Directors for the Valley of the Sun YMCA, ICAN which is a free, out-of-school time program that serves at-risk youth in the greater Phoenix area, and the Paul J.

Hooker Center for Entrepreneurial Leadership at Bowling Green State University.

Marino was Chief Human Resources Officer for Fiserv from March 2015 to April 2025, Chief Human Resources Officer for the Guardian Life Insurance Company, an insurance company, from September 2014 to February 2015, Chief Human Resources Officer and General Manager for Bank of Tokyo Mitsubishi UFJ, a global financial services company, from January 2011 to September 2014, and Chief Human Resources Officer for Ally Financial Inc,, a bank holding company, from September 2007 to December 2010.

Marino currently serves on the Board of Directors of Cypress Loan Servicing, LLC.

He received his bachelor’s degree in business administration from Ohio University and recently received The Walter Center Legacy in Leadership Award.

Prout joined Conduent as Head of Information Technology in June of 2019.

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Prout earned his Bachelor's degree in business management and programming from Southern Illinois University, Carbondale.

Wood has served as the Chief Financial Officer of Conduent since June 2021.

He served in his previous role as Conduent’s Corporate Controller from August 2020 until June 2021 and served as its Principal Accounting Officer from December 2020 to August 2024.

Prior to joining Conduent, Mr.

Wood spent 15 years at Fiserv in finance and accounting leadership positions.

From December 2016 to May 2020, Mr.

Wood served as Vice President & Chief Financial Officer of Fiserv Output Solutions.

From March 2009 to December 2016, he served as Vice President & Controller over several different operating groups, and from January 2005 to March 2009, he led International Finance & Accounting operations.

Wood is a Chartered Global Management Accountant with an MBA with distinction from Warwick Business School and earned his Bachelor of Science from the University of Birmingham in the United Kingdom.

CNDT 2025 Annual Report

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business