What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-19 · 301 added, 329 removed, 1131 unchanged (36% of the section changed)

32 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Recognition of a Built-in Capital Loss Related to the Internal Reorganization of the Top Tier Foreign Holding Company

As described in Note 14 to the consolidated financial statements, the Company recorded a tax provision of $78 million for the year ended December 31, 2024.

In the fourth quarter of 2024, the Company implemented an internal reorganization in which it sold a portion of its top tier foreign holding company to a lower tier subsidiary.

This transaction and a subsequent tax election to treat the holding company as a partnership resulted in recognition of a built-in capital loss for tax purposes that offset capital gains from divestitures, resulting in net tax savings of $59 million.

The determination of the tax characteristic of this transaction requires management to make judgments about the application of tax laws and regulations.

The United States Internal Revenue Service could determine a different tax treatment that would have an adverse impact on the Company.

The principal considerations for our determination that performing procedures relating to the recognition of a built-in capital loss related to the internal reorganization of the top tier foreign holding company is a critical audit matter are (i) the significant judgment by management in applying tax laws and regulations in determining the built-in capital loss to be recognized related to the internal reorganization;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the built-in capital loss recognized related to the internal reorganization based on management’s application of tax laws and regulations;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Revenue Recognition for Certain Revenue

As described in Notes 1 and 2 to the consolidated financial statements, the Company’s total revenue was $3,042 million for the year ended December 31, 2025, of which a significant portion relates to certain revenue.

Typically, the Company’s contracts include performance obligation(s) to stand-ready on a daily or monthly basis to provide services to the customers.

Under a stand-ready obligation, the evaluation of the nature of the Company’s performance obligation is focused on each time increment rather than the underlying activities.

Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation.

Once management determines the performance obligations, management determines the transaction price, which is based on fixed and/or variable consideration.

The Company typically satisfies its performance obligations over time as the services are provided.

A time-elapsed output method is used to measure progress because the nature of the Company’s promise is a stand-ready service and efforts are expended evenly throughout the period.

The principal consideration for our determination that performing procedures relating to revenue recognition for certain revenue is a critical audit matter is a high degree of auditor effort in performing procedures and evaluating audit evidence related to the Company’s revenue recognition for certain revenue.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to accounting for income taxes, including management’s judgments in applying tax laws and regulations in determining the built-in capital loss to be recognized related to the internal reorganization.

These procedures also included among others (i) evaluating the step-plan for the internal reorganization;

(ii) evaluating management’s assessment of whether the internal reorganization qualifies for recognition of a built-in capital loss;

and (iii) evaluating third-party opinions used by management to support recognition of the built-in capital loss related to the internal reorganization.

Professionals with specialized skill and knowledge were used to assist in evaluating management’s judgments in applying relevant tax laws and regulations in determining the built-in capital loss to be recognized related to the internal reorganization.

These procedures included testing the effectiveness of controls relating to the revenue recognition process.

These procedures also included, among others (i) testing revenue recognized, on a sample basis, by (a) obtaining and inspecting source documents, such as contracts, invoices, evidence of satisfaction of performance obligations, and where applicable, cash receipts, (b) where applicable, confirming services provided with the customer when payment has not been received for invoices, and (c) recalculating revenue recognized and (ii) confirming, on a sample basis, outstanding customer invoice balances as of December 31, 2025 and for confirmations not returned, and for invoices which have been paid, obtaining and inspecting subsequent cash receipts, or for invoices not yet paid, obtaining and inspecting source documents, such as contracts, invoices, and where applicable, evidence of satisfaction of performance obligations.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

New York, New York

February 19, 2026

9 unchanged sentences

The independent registered public accountants and internal auditors have free access to the Audit Committee.

/s/ CLIFFORD SKELTON /s/ STEPHEN WOOD

/s/ HARSHA V.

AGADI /s/ GILES GOODBURN

President and Chief Executive Officer Executive Vice President and Chief Financial Officer

14 unchanged sentences

Interest expense 48 75 111

Loss on extinguishment of debt 8 — —

Goodwill impairment — 28 287

1 unchanged sentence

Litigation settlements (recoveries), net ( 1 ) 9 ( 30 )

Loss on extinguishment of debt 1 8 —

Other (income) expenses, net 8 ( 13 ) ( 3 )

29 unchanged sentences

Accounts receivable, net 500 493

Assets held for sale — 180

Contract assets 123 132

3 unchanged sentences

Operating lease right-of-use assets 136 169

Intangible assets, net 14 32

Deferred contract costs, net 128 126

Goodwill 617 609

5 unchanged sentences

Accrued compensation and benefits costs 173 170

Unearned income 103 91

Liabilities held for sale — 58

Contract liabilities 74 103

Other current liabilities 270 290

51 unchanged sentences

Proceeds from revolving credit facility 259 80 —

Payments on revolving credit facility ( 80 ) — ( 100 )

Proceeds from the issuance of debt, net 5 — —

Payments on debt ( 676 ) ( 41 ) ( 33 )

Payments of debt issuance costs ( 4 ) — —

Payments of revolving credit facility ( 150 ) ( 80 ) —

Payments of debt ( 105 ) ( 676 ) ( 41 )

Treasury stock purchases ( 25 ) ( 182 ) ( 27 )

Excise tax payment on treasury stock purchases ( 2 ) — —

Taxes paid for settlement of stock-based compensation ( 2 ) ( 9 ) ( 7 )

Dividends paid on preferred stock ( 10 ) ( 10 ) ( 10 )

Contribution from noncontrolling interest — 4 —

(Repurchase of) contribution from noncontrolling interest ( 5 ) — 4

Net cash provided by (used in) financing activities ( 39 ) ( 877 ) ( 81 )

17 unchanged sentences

Stock incentive plans, net — — 14 — — — 14

Treasury stock purchases — ( 27 ) — — — — ( 27 )

Contribution from noncontrolling interest — — — — — 4 4

Comprehensive Income (Loss):

17 unchanged sentences

Treasury stock purchases — ( 25 ) — — — — ( 25 )

Buyback of noncontrolling interest — — ( 1 ) — — ( 4 ) ( 5 )

Comprehensive Income (Loss):

17 unchanged sentences

The Company's Consolidated Financial Statements included the historical basis of assets, liabilities, revenues and expenses of the individual businesses of the Company, including joint ventures and partnerships over which the Company has a controlling financial interest.

The Company has prepared the Consolidated Financial Statements pursuant to the rules and regulations of the SEC.

The Company has prepared the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America ("U.S.

GAAP") and pursuant to the rules and regulations of the SEC.

Certain reclassifications have been made to prior years' amounts to conform to the current year presentation.

11 unchanged sentences

New Accounting Standards

Income Taxes:

In December 2023, the Financial Accounting Standards Board ("FASB") issued final guidance designed to improve income tax disclosures, particularly disclosures around business entities' income tax rate reconciliation and income taxes paid.

The guidance requires consistent categories and greater disaggregation of information in the reconciliation of an entity's statutory tax rate to its effective tax rate and information about income taxes paid disaggregated by jurisdiction.

This guidance is effective for fiscal years beginning after December 15, 2024.

The Company is not early adopting this guidance.

The Company is currently in the process of gathering the data required to be disclosed upon adoption.

As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements.

CNDT 2024 Annual Report

Disaggregation of Income Statement Expenses:

In November 2024, the FASB issued final guidance designed to enhance financial reporting by requiring public business entities to disclose additional details regarding specific expense categories in the notes to the financial statements for both interim and annual periods.

In November 2024, the Financial Accounting Standards Board ("FASB") issued final guidance designed to enhance financial reporting by requiring public business entities to disclose additional details regarding specific expense categories in the notes to the financial statements for both interim and annual periods.

The new guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027.

1 unchanged sentence

As the guidance is disclosure related, adoption will not have any impact on the Company's Consolidated Financial Statements.

CNDT 2025 Annual Report

Internal-use Software :

In September 2025, the FASB issued final guidance designed to modernize the accounting for software costs that are accounted for as "internal-use software." This new guidance removes all previous references to project stages.

It requires capitalization of software costs when (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The new guidance is effective for annual and interim periods beginning after December 15, 2027.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating the impact that this new standard will have on its Consolidated Financial Statements.

Recently Adopted Accounting Standards

Segment Reporting:

In November 2023, the FASB issued final guidance that expands reportable segment disclosures, particularly incremental segment expense disclosures.

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Income Taxes:

In December 2023, the FASB issued final guidance designed to improve income tax disclosures, particularly disclosures around business entities' income tax rate reconciliation and income taxes paid.

As allowed by the guidance, the Company adopted this guidance prospectively effective January 1, 2025.

As the guidance is disclosure related, adoption did not have any impact on the Company's Consolidated Financial Statements.

The required additional disclosure is included in Note 3 – Segment Reporting.

The required disclosure is included in Note 14 – Income Taxes.

Summary of Accounting Policies

1 unchanged sentence

Cash and cash equivalents consist of cash on hand, including money market funds and investments with original maturities of three months or less.

Restricted cash is primarily comprised of cash collected on accounts receivable that have been factored but not yet remitted to third-party institutions.

The Company includes restricted cash in Other current assets and the corresponding liability is included in Other current liabilities in its Consolidated Balance Sheets.

Accounts Receivable, Net and Receivable Sales

1 unchanged sentence

The Company believes that the credit risk associated with its receivables is limited due to the creditworthiness of its customers.

There were no allowances for credit losses at December 31, 2024 or 2023.

Allowances for credit losses were less than $ 1.0 million at December 31, 2025 or 2024.

The Company enters into factoring agreements in the normal course of business as part of our cash and liquidity management, to sell certain accounts receivable without recourse to third-party financial institutions.

11 unchanged sentences

and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

CNDT 2025 Annual Report

A long-lived asset (disposal group) that is classified as held for sale is initially measured at the lower of its carrying value or fair value less any costs to sell.

1 unchanged sentence

Conversely, gains are not recognized on the sale of a long-lived asset (disposal group) until the date of sale.

CNDT 2024 Annual Report

of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Refer to Note 4 – Divestitures and Assets/Liabilities Held for Sale to the Consolidated Financial Statements for additional information.

The fair value of a long-lived asset (disposal group) less any costs to sell is assessed each reporting period it remains classified as held for sale and any subsequent changes are reported as an adjustment to the carrying value of the asset (disposal group), as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Refer to Note 4 – Divestitures to the Consolidated Financial Statements for additional information.

Land, Buildings and Equipment

28 unchanged sentences

Variable lease expense is recognized in the period in which the obligation for those payments is incurred.

Leases with an initial term of one year or less are expensed on a straight-line basis over the lease term.

Leases with an initial term of one

CNDT 2025 Annual Report

year or less are expensed on a straight-line basis over the lease term.

The Company accounts for lease and non-lease components separately for its equipment leases, based on the estimated standalone price of each component, and combines lease and non-lease components for its real estate leases.

Refer to Note 6 – Leases for further information.

CNDT 2024 Annual Report

Contingencies and Litigation

6 unchanged sentences

As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation and may revise its estimates.

These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position.

These revisions in the estimates of potential liabilities could have a material impact on the results of operations and financial position.

The Company's policy is to expense legal defense costs related to such matters as incurred.

18 unchanged sentences

The most significant assumptions used in the goodwill analysis relate to discount rates and long-term organic growth rates.

For the 2024 annual impairment test, specifically with regards to the Transportation reporting unit, while the Market Approach was considered, the fair value assessment relied solely on the Income Approach due to near-term financial metrics not being at normalized levels.

If the fair value of a reporting unit is less than its carrying amount,

CNDT 2025 Annual Report

an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

Refer to Note 7 – Goodwill and Intangible Assets, Net for further information.

Other Intangible Assets

Other intangible assets primarily consist of assets acquired through business combinations, primarily installed customer base.

Other intangible assets are amortized on a straight-line basis over their estimated economic lives unless impairment is identified.

Refer to Note 7 – Goodwill and Intangible Assets, Net for further information.

Refer to Note 7 – Goodwill for further information.

Impairment of Long-Lived Assets

7 unchanged sentences

The recognition of deferred tax assets requires an assessment to determine the realization of such assets.

Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all of the deferred tax assets may not be realized.

Management establishes valuation allowances on deferred tax assets when it is determined “more-likely-than-not” that some portion or all the deferred tax assets may not be realized.

Management considers positive and negative evidence in evaluating the ability of the Company to realize its deferred tax assets, including its historical results and forecasts of future ability to realize its deferred tax assets, including projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.

11 unchanged sentences

Share Repurchase Program

On May 16, 2023, the Board of Directors authorized a share repurchase program, granting approval for the Company to repurchase up to $ 75 million of its common stock over the next three years .

This program was completed in September 2024.

The Company had the discretion to repurchase shares periodically through open market transactions and may include Rule 10b5-1 trading plans.

This share repurchase program did not obligate the Company to acquire a specific number of shares and the program could have been modified, suspended or discontinued at any time at the Company’s discretion without prior notice.

CNDT 2024 Annual Report

On May 16, 2023, the Board of Directors authorized a share repurchase program, granting approval for the Company to repurchase up to $ 75 million of its common stock over the next three years (the "2023 Repurchase Plan").

This 2023 Repurchase Plan was completed in September 2024.

On May 20, 2025, the Board of Directors authorized a new share repurchase program, granting approval for the Company to repurchase up to $ 50 million of its common stock over the next three years (the "2025 Repurchase Plan").

The Company had or has the discretion to repurchase shares periodically through open market transactions and may include Rule 10b5-1 trading plans under both the 2023 Repurchase Plan and the 2025 Repurchase Plan.

Neither the 2023 Repurchase Plan nor the 2025 Repurchase Plan obligated the Company to acquire a specific number of shares and both programs were or can be modified, suspended or discontinued at any time at the Company’s discretion without prior notice.

The Company holds repurchased shares of common stock as treasury stock.

2 unchanged sentences

The Company recognized a liability for share repurchases which had not settled and for which cash had not been paid in Other current liabilities on the Company's Consolidated Balance Sheets.

CNDT 2025 Annual Report

Noncontrolling Interest

5 unchanged sentences

As a result, the Company and Convergint Australia Pty Ltd (“Convergint”) entered into a shareholder agreement to form Conduent Victoria Ticketing System Pty Ltd (“Conduent Victoria”).

The Company holds an 80 % equity investment in Conduent Victoria and the remaining 20 % is owned by Convergint.

For the year ended December 31, 2024, noncontrolling interest in Conduent Victoria was not material to the Company's Consolidated Statements of Income (Loss) or Consolidated Statements of Comprehensive Income (Loss) and, therefore, the Company did not present any separate disclosures for such noncontrolling interest in those statements.

The Company held an 80 % equity investment in Conduent Victoria and the remaining 20 % was owned by Convergint.

During 2025, the Company repurchased the interest held by the minority partner for $ 5 million and Conduent Victoria became a wholly-owned subsidiary of the Company.

Prior to its repurchase by the Company, noncontrolling interest in Conduent Victoria was not material to the Company's Consolidated Statements of Income (Loss) or Consolidated Statements of Comprehensive Income (Loss) for any of the periods presented.

Therefore, the Company did not present any separate disclosures for such noncontrolling interest in those statements.

Foreign Currency Translation

17 unchanged sentences

Accordingly, the promise to stand-ready is accounted for as a single-series performance obligation.

CNDT 2024 Annual Report

Once the Company determines the performance obligations, the Company determines the transaction price, which is based on fixed and/or variable consideration.

1 unchanged sentence

Variable consideration is also present in the form of volume discounts, tiered and declining pricing, penalties for service level agreements, performance bonuses and credits.

In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to each distinct period of service within the series.

In circumstances where the Company meets certain requirements to allocate variable consideration to a distinct service within a series of related services, it allocates variable consideration to

CNDT 2025 Annual Report

each distinct period of service within the series.

In limited circumstances, if the Company does not meet those requirements, it includes an estimate of variable consideration in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved.

For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis.

For contracts with multiple performance obligations, the transaction price is allocated to separate performance obligations on a relative standalone selling price basis.

The Company generally determines standalone selling prices based on the prices charged to customers or by using expected cost plus a reasonable margin.

21 unchanged sentences

The Company capitalizes commission expenses paid to internal sales personnel that are incremental costs related to obtaining customer contracts.

These costs are recorded as Deferred contract costs, net within Other long-term assets.

These costs are recorded as Deferred contract costs, net.

The judgments made in determining the costs to be capitalized include whether the commissions are incremental and directly related to a successful acquisition of a customer contract.

4 unchanged sentences

The Company also capitalizes costs incurred to fulfill its contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract and (iii) are expected to be recovered through revenue generated under the contract.

These costs primarily

CNDT 2024 Annual Report

consist of set-up and transition activities and are included in Deferred contract costs, net within Other long-term assets.

These costs primarily consist of set-up and transition activities and are included in Deferred contract costs, net.

Contract fulfillment costs are amortized within Depreciation and amortization on a systematic basis over the expected period of benefit as the Company satisfies its performance obligations by transferring services to the customer.

Deferred contract costs are periodically reviewed for impairment.

CNDT 2025 Annual Report

Deferred contract costs are reviewed for recoverability annually or whenever an event occurs that indicates that the capitalized contract costs may no longer be recoverable.

Refer to Note 2 – Revenue for further discussion.

1 unchanged sentence

Disaggregation of Revenue

In 2024, revenue from the BenefitWallet Portfolio and the Casualty Claims Solutions business were reclassified to the Divestitures segment from the Commercial segment.

In addition, in 2024, revenue from the Curbside Management and Public Safety businesses was reclassified to the Divestitures segment from the Transportation segment.

All prior periods presented have been recast to reflect these changes.

The Company's contracts with customers are broadly similar in nature throughout the Company's major service offerings.

The following is a description of the major service offerings:

Customer Experience Management:

The Company delivers 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 its clients.

The Company creates better experiences across the customer lifecycle through a variety of channels including 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, the Company helps its clients drive revenue growth, enable scale, and gain cost reductions and other operational efficiencies.

The Company serves 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 their customers with empathy and effectiveness.

Business Process as a Service ("BPaaS"):

The Company helps its clients digitally transform business processes and drive efficiency, automation and scale across essential business functions.

The Company streamlines client operations through its deep industry experience, understanding of its 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.

The Company's portfolio of BPaaS solutions spans payment integrity, finance, accounting, and procurement, human capital, legal and compliance, and bank and lending.

Integrated Digital Solutions:

The Company drives 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 time on items like claims and applications while lowering costs, reducing manual effort, improving data accuracy, providing omnichannel communications and enhancing the overall customer experience.

The Company's solutions span:

document and claims processing;

health plan administration;

scanning and digitization of mailrooms, data and documents;

omnichannel digital and physical communications, including print and mail and solutions focused specifically in the pharmaceutical and banking industries.

Government Healthcare Solutions:

The Company provides 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.

Government Services Solutions:

The Company is 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, Temporary Assistance for Needy Families and Women, Infants and Children.

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

The Company also offers 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.

Road Usage Charging and Management Services:

The Company's electronic tolling, urban congestion management and mileage-based user solutions help its clients accurately assess and collect payments millions of times every day to generate revenue for infrastructure improvements.

The Company's solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

Transit Solutions:

For train, bus, subway, metro and other transit travelers, the Company helps make journeys more personalized and convenient while increasing fare collections for authorities and agencies.

The Company combines fare collection, account-based ticketing and intelligent mobility to provide clients with the added efficiency of a single point of management for all transit solutions.

CNDT 2025 Annual Report

Commercial Vehicles:

The Company provides computer-aided dispatch/automatic vehicle location technology to help clients manage their fleet operations.

In 2025, the Company updated the presentation of disaggregated revenue by major service offering within the Commercial segment.

This change had no impact on disaggregated revenue by reportable segment or the timing of revenue recognition.

All prior periods presented have been revised to reflect this change.

The following table provides information about disaggregated revenue by major service offering and reportable segment and the timing of revenue recognition.

3 unchanged sentences

Customer Experience Management $ 515 $ 549 $ 617

Business operations solutions 536 516 553

Healthcare claims and administration solutions 216 211 210

Human capital solutions 302 322 370

BPaaS 465 506 521

Integrated Digital Solutions 531 551 530

Total Commercial 1,511 1,606 1,668

13 unchanged sentences

Total Revenue $ 3,042 $ 3,356 $ 3,722

The Company's contracts with customers are broadly similar in nature throughout the Company's major service offerings.

The following is a description of the major service offerings:

Customer Experience Management :

The Company delivers 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 its clients.

The Company creates 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, the Company helps its clients reduce costs, enable scale and drive revenue growth and efficiencies.

The Company serves marquee clients across multiple

CNDT 2024 Annual Report

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.

Business Operations Solutions :

The Company helps its clients digitally transform business processes and drive efficiency, automation and scale across essential business functions.

The Company's portfolio of solutions spans automated document and data management, payments processing, finance, accounting, and procurement and financial industry solutions.

Healthcare Claims and Administration Solutions :

On behalf of the healthcare industry, the Company delivers 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.

The Company's solutions span:

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

claim processing, care integration, subrogation and payment integrity solutions to managed care companies;

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

Human Capital Solutions :

The Company provides services to support its clients' employees at all stages of their employment from on-boarding through retirement.

The Company's solutions span Benefits Administration, Human Resources ("HR") and Payroll and Learning.

On behalf of global organizations and governments, the Company delivers 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.

Government Healthcare Solutions :

Government Services Solutions :

The Company is 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").

The Company also offers 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.

Road Usage Charging and Management Services :

The Company's solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions.

Transit Solutions :

For train, bus, subway, metro and other transit travelers, the Company helps make journeys more personalized and convenient while increasing fare collections for authorities and agencies.

The Company combines fare collection, account-based ticketing and intelligent mobility to provide clients with the added efficiency of a single point of management for all transit solutions.

Commercial Vehicles :

The Company provides computer-aided dispatch/automatic vehicle location technology to help clients manage their fleet operations.

Contract Balances

1 unchanged sentence

Accounts receivable are recorded when the right to consideration becomes unconditional.

Contract assets are the Company’s rights to consideration for services provided when the right is conditioned on something other than passage of time (for

CNDT 2024 Annual Report

example, meeting a milestone for the right to bill under the cost-to-cost measure of progress).

Contract assets are the Company’s rights to consideration for services provided when the right is conditioned on something other than passage of time (for example, meeting a milestone for the right to bill under the cost-to-cost measure of progress).

Contract assets are transferred to Accounts receivable, net when the rights to consideration become unconditional.

5 unchanged sentences

Billed and transferred to Accounts receivable and other ( 206 ) ( 194 )

Impairments — ( 3 )

Ending balance (1)

(1) Of which $ 6 million and $ 3 million are included in Other long-term assets as of December 31, 2025 and 2024, respectively.

The following table provides information about significant movements in unearned income balances (current and long-term):

CNDT 2025 Annual Report

The following table provides information about significant movements in contract liability balances (current and long-term):

(in millions) December 31, 2025 December 31, 2024

3 unchanged sentences

( 219 ) ( 267 )

Other — ( 8 )

Ending balance (2)

(1) Of which $ 92 million and $ 62 million were recognized during the years ended December 31, 2024 and 2023, respectively, that related to the Company's unearned income as of December 31, 2023 and 2022, respectively.

(2) Of which $ 52 million and $ 55 million are included in Long-term unearned income as of December 31, 2024 and 2023, respectively.

(1) Of which $ 94 million and $ 92 million were recognized during the years ended December 31, 2025 and 2024, respectively, that related to the Company's contract liabilities as of December 31, 2024 and 2023, respectively.

(2) Of which $ 69 million and $ 52 million are included in Long-term contract liabilities as of December 31, 2025 and 2024, respectively.

Transaction Price Allocated to the Remaining Performance Obligations

7 unchanged sentences

The amortization of costs incurred to obtain and fulfill a contract, excluding contract inducements, for the years ended December 31, 2025, 2024 and 2023 were $ 53 million, $ 40 million and $ 40 million, respectively.

The balances at December 31, 2025 and 2024 are expected to be amortized over a weighted average remaining life of approximately 4 and 3 years, respectively.

The expected amortization expense for the next five years and thereafter for the costs to obtain and fulfill a contract is as follows (in millions):

2 unchanged sentences

The net book value of contract inducement costs was $ 5 million and $ 8 million as of December 31, 2025 and 2024, respectively.

CNDT 2024 Annual Report

The net book value of costs to obtain and fulfill a contract are referred to as Deferred contract costs, net on the Company's Consolidated Balance Sheets.

Note 3 – Segment Reporting

1 unchanged sentence

The Company's segments involve the delivery of business process services and include service arrangements where it manages a customer's business activity or process.

Divestitures includes the Company's BenefitWallet Portfolio for which the Company completed the transfer in the second quarter of 2024, its Curbside Management and Public Safety Solutions businesses which it sold in the second quarter of 2024 and its Casualty Claims business which it sold in the third quarter of 2024.

Additionally, Divestitures includes the Company's Midas business which it sold in the first quarter of 2022.

Refer to Note 4 – Divestitures and Assets/Liabilities Held for Sale for additional information.

Divestitures includes the results of the Company's BenefitWallet Portfolio, Curbside Management and Public Safety Solutions businesses and Casualty Claims business, each of which was divested in 2024.

Refer to Note 4 – Divestitures for additional information.

The Company's CODM evaluates the Company's financial performance based on Segment profit (loss) for its three reportable segments - Commercial, Government and Transportation.

The Company's CODM uses Segment profit (loss) information to monitor budget versus actual results and then uses this information to help make informed decisions about future resource investment, potential restructuring of segments to enhance overall company performance, and future divestitures and acquisitions.

CNDT 2025 Annual Report

The Company's CODM does not evaluate operating segments using discrete asset information as a significant portion of the assets is managed at the total company level.

5 unchanged sentences

The Government segment provides government-centric business process 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, the Company helps governments respond to changing rules for eligibility and keep pace with 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.

• Transportation:

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

The 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 transportation agencies.

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

CNDT 2025 Annual Report

The Company adopted the new segment guidance for the year ended December 31, 2024 on a retrospective basis.

The following table presents revenues, expenses and segment profit (loss) for the Company's reportable segments:

29 unchanged sentences

The following is a reconciliation of Segment profit (loss) to Income (loss) before income taxes:

(in millions) Year Ended December 31,

2024 2023 2022

Year Ended December 31,

(in millions) 2025 2024 2023

Segment Profit (Loss) $ 229 $ 218 $ 313

24 unchanged sentences

(1) Long-lived assets are comprised of (i) Land, buildings and equipment, net, (ii) Internal use software, net, (iii) Product software, net and (iv) Operating lease right-of-use assets.

Note 4 – Divestitures and Assets/Liabilities Held for Sale

Note 4 – Divestitures

Divestiture of Casualty Claims Solutions Business

On May 3, 2024, the Company entered into a definitive agreement to sell the Company’s Casualty Claims Solutions business (collectively referred to as the "Casualty Disposal Group") to MedRisk.

On September 1, 2024, the sale was completed and MedRisk paid Conduent $ 224 million of cash consideration, subject to certain post-closing adjustments.

These adjustments were finalized in the first quarter of 2025 and were not material.

In 2024, the Company recorded a gain on the sale of $ 194 million less costs to sell of $ 8 million, which is recorded in Gain (loss) on divestitures and transaction costs .

Additionally, the Company recorded $ 33 million of income tax expense related to the divestiture.

CNDT 2024 Annual Report

The Casualty Disposal Group generated revenue and income (loss) before income taxes as follows:

(in millions) 2024 2023 2022

Revenue $ 100 $ 146 $ 157

Income (loss) before income taxes

On September 1, 2024, the Company completed the sale of its Casualty Claims Solutions business (collectively referred to as the "Casualty Disposal Group") to MedRisk.

The Company received $ 224 million of cash consideration for this divestiture.

In 2024, the Company recorded a gain on the sale of $ 194 million, which is recorded in Gain (loss) on divestitures and transaction costs, net .

Additionally, the Company recorded $ 33 million of income tax expense related to this divestiture.

The revenue generated by the Casualty Disposal Group was $ 100 million and $ 146 million for the years ended December 31, 2024 and 2023, respectively.

Divestiture of Curbside Management and Public Safety Solutions Businesses

In December 2023, the Company signed a definitive agreement to sell its Curbside Management and Public Safety Solutions businesses to Modaxo, a division of Constellation Software Inc., for $ 230 million (plus the assumption of certain indebtedness), subject to customary purchase price adjustments.

The assets and liabilities of these businesses (collectively referred to as the "Curbside Disposal Group") were reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell.

On April 30, 2024, Conduent completed the sale of this business.

The Company received $ 181 million of cash consideration and a $ 50 million non-interest bearing note payable to the Company due on April 30, 2025.

Additionally, the Company received reimbursement for payments made by the Company related to finance lease liabilities and related costs and the reimbursement for the purchase of certain equipment made by the Company on the buyer's behalf.

In 2024, the Company recorded a gain on the sale of $ 103 million less costs to sell of $ 5 million, which is recorded in Gain (loss) on divestitures and transaction costs .

On April 30, 2024, Conduent completed the sale of its Curbside Management and Public Safety Solutions businesses (collectively referred to as the "Curbside Disposal Group") to Modaxo, a division of Constellation Software Inc.

The Company received $ 181 million of cash consideration and a $ 50 million non-interest bearing note payable to the Company that was due and paid on April 30, 2025.

Additionally, the Company received

CNDT 2025 Annual Report

reimbursement for payments made by the Company related to finance lease liabilities and related costs and the reimbursement for the purchase of certain equipment made by the Company on the buyer's behalf.

In 2024, the Company recorded a gain on the sale of $ 103 million, which is recorded in Gain (loss) on divestitures and transaction costs, net .

The Company recorded $ 28 million of income tax expense in connection with the divestiture.

The Curbside Disposal Group generated revenue and income (loss) before income taxes as follows:

(in millions) 2024 2023 2022

Revenue $ 50 $ 137 $ 146

Income (loss) before income taxes

The revenue generated by the Curbside Disposal Group was $ 50 million and $ 137 million for the years ended December 31, 2024 and 2023, respectively.

Transfer of BenefitWallet Portfolio

In September 2023, the Company entered into a Custodial Transfer and Asset Purchase Agreement to transfer its BenefitWallet health savings account and medical savings account portfolio (collectively, the "BenefitWallet Portfolio") to HealthEquity, Inc.

for an aggregate purchase price of $ 425 million, subject to customary purchase price adjustments.

As of December 31, 2023, there were no asset or liability balances related to the BenefitWallet Portfolio that would require disclosure as assets and liabilities held for sale on the Company's Consolidated Balance Sheet.

The transfer of the BenefitWallet Portfolio closed in multiple tranches from March to May 2024 and the Company received aggregate cash consideration of $ 425 million as the tranches closed.

The Company recorded a gain on the transfer of $ 425 million less costs to sell of $ 11 million, which is recorded in Gain (loss) on divestitures and transaction costs, net .

The Company recorded a gain on the transfer of $ 425 million, which is recorded in Gain (loss) on divestitures and transaction costs, net .

The Company recorded $ 102 million of income tax expense in connection with the transfer of the BenefitWallet Portfolio.

The BenefitWallet Portfolio generated revenue and income (loss) before income taxes as follows:

(in millions) 2024 2023 2022

Revenue $ 30 $ 118 $ 65

Income (loss) before income taxes

Divestiture of Midas Business

On February 8, 2022, the Company completed the sale of its Midas business to Symplr Software, Inc.

The Company received $ 322 million of cash consideration for this divestiture.

The divestiture generated a pre-tax gain of $ 166 million, which is included in (Gain) loss on divestitures and transaction costs .

The Company recorded approximately $ 62 million of income taxes in connection with the divestiture.

CNDT 2024 Annual Report

The Midas business generated revenue and income (loss) before income taxes as follows:

Year Ended December 31,

(in millions) 2024 2023 2022

Revenue $ — $ — $ 7

Income (loss) before income taxes

Assets/Liabilities Held for Sale

As of December 31, 2023, the sale of the Curbside Management and Public Safety Solutions businesses had not yet closed.

Accordingly, the assets and liabilities of this portfolio, collectively referred to as the Curbside Disposal Group, were reclassified as held for sale and measured at the lower of carrying value or fair value less costs to sell.

As described above, the sale closed in the second quarter of 2024 and the assets and liabilities held for sale have been removed from the Company's Consolidated Balance Sheets.

The following is a summary of the major categories of assets and liabilities that were classified as held for sale as of December 31, 2023:

(in millions) December 31, 2023

Accounts Receivable, net $ 49

Other current assets 3

Land, building and equipment, net 52

Operating lease right-of-use assets 6

Other long-term assets 35

Total Assets held for sale $ 180

Current portion of long-term debt $ 5

Accounts payable 11

Accrued compensation and benefits costs 2

Unearned income 4

Other current liabilities 9

Long-term debt 19

Operating lease liabilities 4

Other long-term liabilities 4

Total Liabilities held for sale $ 58

CNDT 2024 Annual Report

The revenue generated by the BenefitWallet Portfolio was $ 30 million and $ 118 million for the years ended December 31, 2024 and 2023, respectively.

Note 5 - Land, Buildings, Equipment and Software, Net

11 unchanged sentences

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 73 million, $ 80 million and $ 102 million, respectively.

CNDT 2025 Annual Report

Internal Use and Product Software

19 unchanged sentences

Amortization expense for Internal use and Product software for the years ended December 31, 2025, 2024 and 2023 was $ 67 million, $ 79 million and $ 114 million, respectively.

The 2023 amount includes the write-off of capitalized software costs totaling $ 25 million, stemming from management’s decision to abandon an internal use software product and a decision by a customer to not implement a product software solution.

CNDT 2024 Annual Report

The 2023 amount includes the write-off of capitalized software costs totaling $ 25 million, stemming from management’s decision to abandon an internal use software project and a decision by a customer to not implement a product software solution.

Note 6 - Leases

The Company has entered into non-cancelable operating and finance leases primarily for office space and equipment with lease terms that range from less than one year to 21 years.

The Company has entered non-cancelable operating and finance leases primarily for office space and equipment with lease terms that range from less than one year to 11 years.

The components of lease costs were as follows:

12 unchanged sentences

(1) Primarily related to taxes, insurance and common area and other maintenance costs for real estate leases.

CNDT 2025 Annual Report

Supplemental cash flow information related to leases was as follows:

9 unchanged sentences

Finance leases $ 35 $ 19 $ 21

CNDT 2024 Annual Report

Supplemental balance sheet information related to leases was as follows:

17 unchanged sentences

Weighted average remaining lease term (in years) 4 4 4 4

CNDT 2025 Annual Report

Maturities of operating and finance lease liabilities as of December 31, 2025 were as follows:

December 31, 2025

(in millions) Operating Lease Payments Finance Lease

(in millions) Operating Lease Payments Finance Lease Payments

2026 $ 61 $ 16

3 unchanged sentences

Present value of lease liabilities $ 154 $ 49

As of December 31, 2024, the Company had entered into additional operating lease agreements for equipment for $ 3 million, real estate for $ 8 million and finance leases for equipment for $ 25 million which have not commenced and have not been recognized on the Company's Consolidated Balance Sheet.

These leases are expected to commence in 2025 with average lease terms of 3 years, 7 years and 5 years, respectively.

CNDT 2024 Annual Report

Note 7 - Goodwill and Intangible Assets, Net

As of December 31, 2025, the Company entered into additional operating lease agreements for equipment for $ 6 million, real estate for $ 19 million and finance leases for equipment for $ 16 million which have not commenced and have not been recognized on the Company's Consolidated Balance Sheets.

These leases are expected to commence in 2026 and 2027 with average lease terms of 4 , 9 and 5 years, respectively.

Note 7 - Goodwill

The following table presents the changes in the carrying amount of goodwill, by reportable segment:

3 unchanged sentences

Impairment — — ( 28 ) ( 28 )

Assets Held For Sale — — ( 35 ) ( 35 )

Balance at December 31, 2024 $ — $ 609 $ — $ 609

5 unchanged sentences

Balance at December 31, 2025 $ — $ 617 $ — $ 617

2024 Impairment Testing and Impairment Charge

The Company performed its annual goodwill impairment test as of October 1, 2024 for the Government and Transportation reporting units.

2025 Impairment Testing

The Company performed its annual goodwill impairment test as of October 1, 2025 for the Government reporting unit.

This testing did not identify any goodwill impairment for the Government reporting unit and, accordingly, no impairment charge was recorded.

However, the testing identified a $ 28 million goodwill impairment for the Transportation reporting unit, which was primarily due to a reduction in projected cash flows from new customer contract signings and increased delivery costs.

This represents a full impairment of goodwill for the Transportation reporting unit.

2024 Impairment Testing and Impairment Charge

As part of its 2024 annual goodwill impairment testing, the Company identified a $ 28 million goodwill impairment for the Transportation reporting unit, which was primarily due to a reduction in projected cash flows from new customer contract signings and increased delivery costs.

This represented a full impairment of goodwill for the Transportation reporting unit.

2023 Impairment Charge

1 unchanged sentence

Since the Purchase Agreement did not represent a disposition of a business, no goodwill was allocated to the BenefitWallet Portfolio related to this transaction.

CNDT 2025 Annual Report

Consequently, the Purchase Agreement was identified as a triggering event for the Commercial reporting unit that required the Company to evaluate goodwill for impairment.

3 unchanged sentences

In connection with the Commercial reporting unit impairment assessment, the Company first performed a recoverability assessment of long-lived assets and concluded that such assets were not impaired.

2022 Impairment Charge

In the fourth quarter of 2022, the Commercial reporting unit experienced lower than expected new customer contract signings, and an unexpected softening of the future business pipeline for certain solutions.

Management believed these were driven by macroeconomic conditions present in the fourth quarter of 2022.

The combination of these factors led management, in December 2022, to review the Commercial reporting unit and further evaluate the portfolio.

These factors triggered the need for management to perform an interim goodwill impairment assessment for this reporting unit as of December 31, 2022, which resulted in a pre-tax impairment charge of $ 358 million.

CNDT 2024 Annual Report

Intangible Assets, Net

Net intangible assets were $ 14 million at December 31, 2024, substantially all of which is recorded in the Company's Commercial segment.

Intangible assets were comprised exclusively of Customer relationships as follows:

December 31, 2024 December 31, 2023

(in millions, except years) Weighted Average

Amortization Gross

Amount Accumulated

Amortization Net

Amount Accumulated

Amortization Net

Total Intangible Assets 14 years $ 36 $ 22 $ 14 $ 85 $ 53 $ 32

In 2024, intangible assets with a net book value of $ 13 million were divested in connection with the sale of the Casualty Claims Solutions business.

Amortization expense related to intangible assets was $ 5 million, $ 7 million and $ 13 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amortization expense is expected to approximate $ 3 million in 2025, $ 2 million in 2026, $ 2 million in 2027, $ 1 million in 2028 and $ 1 million in 2029.

Note 8 – Restructuring Programs and Related Costs

1 unchanged sentence

The implementation of the Company's operational efficiency improvement initiatives has reduced the Company's real estate footprint across all geographies and segments resulting in lease right-of-use asset impairments and other related costs.

Also included in Restructuring and related costs are incremental, non-recurring costs related to the consolidation of the Company's data centers, which totaled $ 5 million, $ 9 million and $ 10 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Management continues to evaluate the Company's businesses, and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.

Costs associated with restructuring, including employee severance and lease termination costs, are generally recognized when it has been determined that a liability has been incurred, which is generally upon communication to the affected employees or exit from the leased facility.

In those geographies where the Company has either a formal severance plan or a history of consistently providing severance benefits representing a substantive plan, it recognizes employee severance costs when they are both probable and reasonably estimable.

Asset impairment costs related to the reduction of the Company's real estate footprint include impairment of operating lease right-of-use ("ROU") assets and associated leasehold improvements.

A summary of the Company's restructuring program activity during the two years ended December 31, 2024 is as follows:

(in millions) Severance and Related Costs Termination and Other Costs (2)

Asset Impairments Total

Although the current program is substantially complete, management continues to evaluate the Company's businesses, and in the future, there may be additional provisions for new plan initiatives and/or changes in previously recorded estimates as payments are made, or actions are completed.

Costs associated with restructuring are generally recognized when it has been determined that a liability has been incurred, upon communication to the affected employees or exit from the leased facility.

A summary of the Company's restructuring program activity in the table below for years ended December 31, 2025 and 2024 includes:

• Severance and related costs - employee termination costs, which include severance, retraining and other related contractual benefits;

• Contract termination and other costs - incremental, non-recurring costs related to the consolidation of the Company's data centers, costs associated with bringing certain technology functions in-house, costs related to the discontinuation of software service contracts and non-lease costs associated with exited lease facilities;

• Asset impairments - non-cash impairments of operating lease right-of-use ("ROU") assets and associated leasehold improvements related to the reduction of the Company's real estate footprint.

(in millions) Severance and Related Costs Contract Termination and Other Costs Asset Impairments Total

Balance at December 31, 2023 $ 9 $ 1 $ — $ 10

10 unchanged sentences

(1) Represents amounts recognized within the Consolidated Statements of Income (Loss) for the years shown

(2) During the year ended December 31, 2024, the Company incurred $ 4 million of costs for bringing certain technology functions in-house.

The Company also incurred costs related to professional support services associated with the implementation of certain cost reduction and

CNDT 2024 Annual Report

strategic transformation programs of $ 4 million during the year ended December 31, 2024.

These costs are included in the above table in Termination and other costs.

No restructuring and related costs are allocated to the segments.

CNDT 2025 Annual Report

Note 9 – Supplementary Financial Information

7 unchanged sentences

Net receivables from buyers of divested businesses 1 52

Other 103 103

Total Other Current Assets $ 213 $ 261

7 unchanged sentences

Accrued interest 5 5

Direct response costs - cyber event liabilities 8 —

Total Other Current Liabilities $ 270 $ 290

1 unchanged sentence

Internal use software, net $ 92 $ 107

Deferred contract costs, net (1)

Intangible assets, net 12 14

Product software, net 65 72

3 unchanged sentences

Income tax liabilities $ 14 $ 18

Unearned income 52 55

Contract liabilities 69 52

Total Other Long-term Liabilities $ 103 $ 93

(1) Represents capitalized costs associated with obtaining or fulfilling a contract with a customer.

The balances at December 31, 2024 and 2023 are expected to be amortized over a weighted average remaining life of approximately 3 and 4 years, respectively.

See Note 2 – Revenue for more information.

Note 10 – Debt

5 unchanged sentences

(in millions) Weighted Average Interest Rates at December 31, 2025 (1)

Term loan A due 2026 9.37 % $ 88 $ 238

Term loan B due 2028 — % — 505

Revolving credit facility 6.58 % $ 109 $ —

Term loan A due 2026 n/a — 88

Senior notes due 2029 6.20 % 520 520

Revolving credit facility maturing 2026 — % — —

Finance lease obligations 8.13 % 49 26

5 unchanged sentences

(1) Represents weighted average effective interest rate which includes the effect of discounts and debt issuance costs on issued debt.

At December 31, 2025, the Company was in compliance with all debt covenants related to the borrowings in the table above.

Scheduled principal payments due on long-term debt for the next five years (in millions) were as follows:

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The Credit Agreement contains senior secured credit facilities ("Senior Credit Facilities") consisting of:

(i) Senior Secured Term Loan A ("Term Loan A") with an aggregate principal amount of $ 265 million;

(ii) Senior Secured Term Loan B ("Term Loan B") with an aggregate principal amount of $ 515 million;

(iii) Senior Revolving Credit Facility maturing 2026 ("Revolving Credit Facility") with an aggregate available amount of $ 550 million including a sub-limit for up to $ 300 million available for the issuance of letters of credit.

As of December 31, 2024, the Company had no outstanding balance under its Revolving Credit Facility.

However, the Company utilized $ 11 million of its Revolving Credit Facility capacity to issue letters of credit.

The net amount available to be drawn upon under the Revolving Credit Facility as of December 31, 2024, was $ 539 million.

The amount of borrowings outstanding under its Revolving Credit Facility at each quarter-end may be limited by our leverage covenant.

The Credit Agreement permits the Company to request incremental term loan borrowings and /or increase commitments, subject to certain limitations and satisfaction of certain conditions.

Borrowings under the Term Loan A, the Term Loan B and the Revolving Credit Facility bear interest, at the Company's option, at a rate per annum equal to an applicable margin over a base rate or a Secured Overnight Financing Rate ("SOFR"), depending on the type of loan.

The applicable margin for the Term Loan A and the Revolving Credit Facility for SOFR loans range from 1.75 % to 2.75 % per annum, depending on certain leverage ratios and for base rate loans range from 0.75 % to 1.75 % per annum.

The margin for SOFR loans at December 31, 2024 was 2.25 %.

In addition to paying interest on outstanding principal under the Revolving Credit Facility, the Company is required to pay a commitment fee ranging from 0.3 % to 0.5 % per annum to the lenders in respect of unutilized commitments thereunder and the commitment fee was 0.4 % at December 31, 2024.

All obligations under the Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions).

All obligations under the Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor

CNDT 2024 Annual Report

(which pledges, in the case of any foreign subsidiary, are limited to 65% of the capital stock of any first-tier foreign subsidiary).

The Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default.

It requires the consolidated first lien net leverage ratio to not exceed 3.50 to 1.00.

This covenant applies to the Term Loan A and Revolving Credit Facility.

The covenant is tested as of the last day of any fiscal quarter.

As of December 31, 2024, the Company was in compliance with all debt covenants related to the Senior Credit Facilities.

No mandatory debt prepayments were made as they were not required pursuant to the terms of the Credit Agreement.

During 2024, the Company utilized a portion of the proceeds from the closing of its divestitures to voluntarily prepay all of the principal of the Term Loan B and $ 137 million of the Term Loan A.

In connection with these voluntary prepayments, the Company wrote-off related debt issuance costs of $ 8 million which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2024.

(i) Senior Secured Term Loan A ("Term Loan A") with an aggregate principal amount of $ 265 million, which was paid off in connection with the "2025 Credit Agreement" described below;

(ii) Senior Secured Term Loan B ("Term Loan B") with an aggregate principal amount of $ 515 million, the previously outstanding balance of which was paid off in 2024;

(iii) Senior Revolving Credit Facility maturing in 2026, which was amended and replaced by the "2025 Credit Agreement" described below.

Concurrent with the Credit Agreement, on October 15, 2021, CBS and CSLS (collectively, the "Issuers") issued 6.00 % fixed rate senior notes due 2029 ("Senior Notes").

1 unchanged sentence

Interest is payable semi-annually.

Prior to November 1, 2024, the Issuers can redeem the Senior Notes, in whole or in part, at a price equal to the principal amount of the Senior Notes, plus a make-whole premium plus accrued and unpaid interest.

Prior to November 1, 2024, the Issuers could redeem the Senior Notes, in whole or in part, at a price equal to the principal amount of the Senior Notes, plus a make-whole premium plus accrued and unpaid interest.

The Issuers can redeem the Senior Notes, in whole or in part, at any time on or after November 1, 2024, at the redemption prices specified in the Indenture governing the Senior Notes, plus accrued and unpaid interest, if any, up to but excluding the redemption date.

1 unchanged sentence

No Senior Notes were redeemed in 2025 or 2024.

2025 Credit Agreement

On August 26, 2025, the Company (as the parent guarantor), the Borrowers, the other guarantors party thereto, the Administrative Agent and the lenders and letter of credit issuers party thereto, entered into an amendment to the 2021 Credit Agreement (“Amendment No.

3” and the 2021 Credit Agreement as amended by Amendment No.

CNDT 2025 Annual Report

“2025 Credit Agreement”) to amend the terms of the 2021 Credit Agreement, to, among other things, (i) prepay in full the Term Loan A outstanding under the 2021 Credit Agreement utilizing funds from the Revolving Credit Facility (as defined below), (ii) reduce the amount of the revolving credit facility to $ 357 million, of which $ 187 million will mature on August 26, 2028 and the remaining $ 170 million will continue to mature on October 15, 2026 (as amended, the “Revolving Credit Facility”), (iii) add a new performance letter of credit facility in the amount of approximately $ 93 million (the “Performance Letter of Credit Facility” and together with the Revolving Credit Facility, the “2025 Credit Facilities”), which will mature on August 26, 2028 and (iv) make certain other changes to the 2021 Credit Agreement as set forth in Amendment No.

The Borrowers may voluntarily repay outstanding loans under the 2025 Credit Facilities at any time without premium or penalty, other than customary breakage costs.

Borrowings under the Revolving Credit Facility bear interest, at the Company's option, at a rate per annum equal to an applicable margin over a base rate or a Secured Overnight Financing Rate ("SOFR"), depending on the type of loan.

The applicable margin for the Revolving Credit Facility for SOFR loans range from 1.75 % to 3.00 % per annum, depending on certain leverage ratios and for base rate loans range from 0.75 % to 2.00 % per annum.

In addition to paying interest on outstanding principal under the Revolving Credit Facility, the Company is required to pay a commitment fee ranging from 0.30 % to 0.55 % per annum to the lenders in respect of unutilized commitments thereunder.

Issuances of letters of credit under the Performance Letter of Credit Facility bear interest at a rate per annum equal to an applicable margin.

The applicable margin for the Performance Letter of Credit Facility ranges from 1.05 % to 1.80 % per annum, depending on certain leverage ratios.

In addition to paying fees on outstanding principal under the Performance Letter of Credit Facility, the Company is required to pay a commitment fee ranging from 0.30 % to 0.55 % per annum to the performance letter of credit issuers in respect of unutilized commitments thereunder.

All obligations under the 2025 Credit Agreement are unconditionally guaranteed by the Company, CBS and CSLS, and the existing and future direct and indirect wholly owned domestic restricted subsidiaries of CBS (subject to certain exceptions).

All obligations under the 2025 Credit Agreement are secured, subject to certain exceptions, by a first-priority pledge of substantially all assets of CBS and the subsidiary guarantors, and all of the capital stock of CBS and each of CBS' wholly owned material restricted subsidiaries directly held by CBS and CSLS or a subsidiary guarantor.

The 2025 Credit Agreement contains certain customary affirmative and negative covenants, restrictions, prepayment terms and events of default.

It requires the consolidated first lien net leverage ratio to not exceed 4.50 to 1.00 and a fixed charge coverage ratio of greater than or equal to 2.50 to 1.00.

If an event of default occurs, the lenders under the 2025 Credit Facilities will be entitled to take various actions, including the acceleration of amounts due under the 2025 Credit Agreement and all actions permitted to be taken by secured creditors under applicable law.

As of December 31, 2025, the Company had $ 109 million outstanding borrowings under its Revolving Credit Facility.

The Company utilized $ 25 million of the Revolving Credit Facility to issue letters of credit as of December 31, 2025.

Additionally, the Company utilized $ 81 million of the Performance Letter of Credit Facility to issue performance letters of credit as of December 31, 2025.

The remaining unused capacity, reflecting total borrowing facility size minus outstanding borrowings and letters of credit, under the Revolving Credit Facility and the Performance Letter of Credit Facility was $ 223 million and $ 12 million, respectively, as of December 31, 2025.

In connection with the voluntary repayment of the Term Loan A, the Company wrote-off related debt issuance costs of $ 1 million, which is included in Loss on extinguishment of debt in the Condensed Consolidated Statements of Income (Loss) for the year ended December 31, 2025.

In connection with voluntary prepayments of the Term Loan B made in 2024, the Company wrote-off related debt issuance costs of $ 6 million, which is included in Loss on extinguishment of debt in the Consolidated Statements of Income (Loss) for the year ended December 31, 2024.

Interest paid on short-term and long-term debt amounted to $ 46 million, $ 72 million and $ 106 million for the years ended December 31, 2025, 2024 and 2023, respectively.

CNDT 2025 Annual Report

Interest expense and interest income were as follows:

14 unchanged sentences

The related cash flow impacts of all derivative activities are reflected as cash flows from operating activities.

CNDT 2024 Annual Report

The Company does not believe there is significant risk of loss in the event of non-performance by the counterparty associated with its derivative instruments because these transactions are executed with a major financial institution.

17 unchanged sentences

Dollar — — 57 —

Mexican Peso/U.S.

Dollar 21 — — —

All Other 26 — 24 —

Total Foreign Exchange Hedging $ 163 $ ( 2 ) $ 203 $ ( 2 )

(1) Represents the net receivable (payable) amount included in the Consolidated Balance Sheet.

(1) Represents the net receivable (payable) amount included in the Consolidated Balance Sheets.

Note 12 – Fair Value of Financial Assets and Liabilities

3 unchanged sentences

Fair value is determined using an unadjusted quoted price in an active market for identical assets or liabilities.

CNDT 2025 Annual Report

Fair value is estimated using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

10 unchanged sentences

The estimated fair values of other financial assets and liabilities were as follows:

CNDT 2024 Annual Report

December 31, 2025 December 31, 2024

2 unchanged sentences

Long-term debt $ 665 $ 592 $ 615 $ 588

Liabilities held for sale $ — $ — $ 58 $ 58

The fair value amounts for Cash and cash equivalents, Restricted cash, Accounts receivable, net and Short-term debt approximate carrying amounts due to the short-term maturities of these instruments.

9 unchanged sentences

The Company recorded expenses related to its defined contribution plans of $ 6 million in 2025, $ 5 million in 2024 and $ 11 million in 2023.

CNDT 2025 Annual Report

Note 14 - Income Taxes

Income (loss) before income taxes was as follows:

Income (loss) before income taxes from continuing operations was as follows:

Year Ended December 31,

17 unchanged sentences

CNDT 2025 Annual Report

A reconciliation of the U.S.

federal statutory income tax rate to the consolidated effective income tax rate was as follows:

As allowed by the guidance, the Company has prospectively adopted the new accounting guidance on income taxes concerning effective tax rate reconciliations described in Note 1 – Basis of Presentation and Summary of Significant Accounting Policies for the year ended December 31, 2025.

The reconciliation of the U.S.

federal statutory income tax rate to the consolidated effective income tax rate for the year ended December 31, 2025 was as follows:

Year Ended December 31, 2025

($ in millions) Amount Percent

federal statutory income tax rate $ ( 34 ) 21.0 %

State and local income taxes, net of federal benefit (1)

Foreign tax effects

Statutory tax rate difference between India and U.S.

US/India BAPA transfer pricing agreement 3 ( 2.0 ) %

Other — 0.2 %

Changes in valuation allowance 3 ( 1.7 ) %

Return to provision adjustments ( 2 ) 1.3 %

Other 1 ( 0.7 ) %

Changes in valuation allowance 2 ( 1.2 ) %

Other — 0.4 %

Other or not specified foreign jurisdictions 3 ( 2.0 ) %

Research and development tax credits ( 6 ) 4.2 %

Work opportunity tax credit ( 3 ) 1.7 %

Other — ( 0.1 ) %

Change in valuation allowance for deferred tax assets 36 ( 21.8 ) %

Nontaxable or nondeductible items 2 ( 1.5 ) %

Changes in unrecognized tax benefits 1 ( 0.9 ) %

Total Provision and Effective Income Tax Rate $ 10 ( 6.1 ) %

_______________

(1) State taxes in Texas and New York made up the majority (greater than 50%) of the tax effect in this category.

(2) In 2025, the "Other" line includes immaterial reconciling items.

As such, the Company believes it is appropriate for these items to remain in "Other".

CNDT 2025 Annual Report

The reconciliation of the U.S.

federal statutory income tax rate to the consolidated effective income tax rate for the years ended December 31, 2024 and 2023 was as follows:

Year Ended December 31,

federal statutory income tax rate 21.0 % 21.0 %

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Audit and other tax adjustments 0.9 % ( 1.4 ) %

Excess tax benefits — % — % 0.6 %

( 0.3 ) % ( 0.2 ) %

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As such, the Company believes it is appropriate for these items to remain in "Other".

On a consolidated basis, the Company paid $ 44 million, $ 18 million and $ 53 million in combined income taxes to federal, foreign and state jurisdictions during the three years ended December 31, 2024, 2023 and 2022, respectively.

The Company has prospectively adopted the new accounting guidance on income taxes concerning income taxes paid by jurisdiction described in Note 1 – Basis of Presentation and Summary of Significant Accounting Policies for the year ended December 31, 2025.

The schedule of net cash paid (refunds received) for income tax by jurisdiction during the year ended December 31, 2025 was as follows:

(in millions) Year Ended December 31, 2025

federal income tax $ 1

US state and local income tax

United Kingdom 2

Other foreign jurisdictions 5

Net cash paid (refunds received) for income tax $ 30

On a consolidated basis, the Company paid $ 44 million and $ 18 million in combined income taxes to federal, foreign and state jurisdictions during the years ended December 31, 2024 and 2023, respectively.

Unrecognized Tax Benefits and Audit Resolutions

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The Company is also subject to ongoing tax examinations in numerous jurisdictions due to the extensive geographical scope of its operations.

The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can increase or decrease the Company's effective tax rate, as well as impact its operating results.

The Company's ongoing assessments of the more-likely-than-not outcomes of the examinations and related tax positions require judgment and can increase or decrease the Company's effective

CNDT 2025 Annual Report

tax rate, as well as impact its operating results.

The specific timing of when the resolution of each tax position will be reached is uncertain.

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Of this amount, $ 17 million is related to the valuation of the Company's foreign operations used in the calculation of the loss on the internal reorganization mentioned above.

CNDT 2024 Annual Report

A reconciliation of the beginning and ending amount of unrecognized tax benefits was as follows:

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The deferred tax assets for the respective periods were assessed for recoverability and, where applicable, a valuation allowance was recorded to reduce the total deferred tax asset to an amount that will, more-likely-than-not, be realized in the future.

The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was a decrease of $ 5 million and a decrease of $ 2 million, respectively.

The net change in the total valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $ 56 million and a decrease of $ 5 million, respectively.

The valuation allowance relates primarily to certain net operating loss carryforwards, tax credit carryforwards and deductible temporary differences for which the Company has concluded it is more-likely-than-not that these items will not be realized in the ordinary course of operations.

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(in millions) Gross Tax Effected Gross Tax Effected

U.S Federal NOLs limited by Section 382 of the Tax Code $ 2 $ — $ 3 $ 1

U.S Federal NOLs $ 310 $ 65 $ 2 $ —

State NOLs 509 26 255 13

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Conduent Business Services, LLC:

On February 3, 2020, plaintiffs Skyview Capital LLC and Continuum Global Solutions LLC (collectively "Skyview") filed a lawsuit in the Supreme Court of the State of New York, County of New York against Conduent Business Services, LLC, a wholly-owned subsidiary of the Company ("CBS").

On February 3, 2020, plaintiffs Skyview Capital LLC and Continuum Global Solutions LLC (collectively "Skyview") filed a lawsuit in the Supreme Court of the State of New York, County of New York against Conduent Business Services, LLC ("CBS"), a wholly-owned subsidiary of the Company.

The lawsuit relates to the sale of a portion of CBS's select standalone customer care call center business to plaintiffs, which sale closed in February 2019.

Under the terms of the sale agreement, CBS received approximately $ 23 million in principal amount of promissory notes from plaintiffs (the "Notes").

Under the terms of the sale agreement, CBS received approximately $ 23 million of promissory notes from plaintiffs (the "Notes").

The lawsuit alleges various causes of action in connection with the acquisition, including:

indemnification for breach of representation and warranty;

indemnification for breach of covenant;

Plaintiffs alleged that their obligation to mitigate damages and their contractual right of set-off permits them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs sought a judgment that they have no obligation to pay the Notes.

On August 20, 2020, CBS filed counterclaims against Skyview seeking the outstanding balance on the Notes, the amounts owed for operating certain Jamaica-based call centers on plaintiffs' behalf pending closing (the "Jamaica Deferred Closing"), other obligations under a transition services agreement and TSA amendments (the "TSAs"), and late rent payment obligations.

indemnification for breaches of representations and warranties;

indemnification for breaches of covenants;

Plaintiffs alleged that their obligation to mitigate damages and their contractual right of set-off permitted them to withhold and deduct from any amounts that are owed to CBS under the Notes, and plaintiffs sought a judgment that they had no obligation to pay the Notes.

On August 20, 2020, CBS filed counterclaims against Skyview seeking the outstanding balance on the Notes, the amounts owed for operating certain Jamaica-based call centers on plaintiffs' behalf pending closing (the "Jamaica Deferred Closing"), other obligations under a transition services agreement and its amendments (the "TSAs"), and late rent payment obligations.

CBS also moved to dismiss Skyview’s claims in 2020.

In May 2021, the court denied the motion and allowed the claims to proceed.

Fact and expert discovery have concluded and the parties filed summary judgment motions on July 24, 2023.

On December 5, 2023, the court heard oral argument on the parties’ cross-motions for summary judgment, and rendered its decision on December 8, 2023, finding there are certain material issues of fact that require trial, and also entering partial summary judgment for each side.

On January 5, 2024, CBS filed its notice of appeal of the portion of the ruling that

In May 2021, the court denied the motion to dismiss and allowed Skyview's claims to proceed.

Fact and expert discovery concluded and the parties filed summary judgment motions in July 2023.

On December 8, 2023, the court rendered its decision on the parties’ cross-motions for summary judgment, finding there were certain material issues of fact that required trial on Skyview's fraud claim, and also entering partial summary judgment for each side.

On January 5, 2024, CBS filed a notice of appeal with the New York Supreme Court, Appellate Division, First Department ("Appellate

CNDT 2025 Annual Report

did not grant its motion for summary judgment in its entirety and that granted certain limited relief in favor of plaintiffs.

On January 23, 2024, Skyview filed its own notice of appeal, challenging the decision granting a portion of CBS’s counterclaims.

The parties' appeals have been fully briefed and the parties await oral argument to be scheduled by the Court.

Division") with respect to the portion of the ruling that did not grant CBS's summary judgment motion in its entirety and that granted certain limited relief in favor of Skyview.

On January 23, 2024, Skyview filed its own notice of appeal, challenging the decision granting summary judgment on certain of CBS’s counterclaims.

In July 2024, Skyview informed CBS of its intention to sell a portion of its call center business.

1 unchanged sentence

On September 24, 2024, Skyview and the buyer announced a signed and binding asset purchase agreement.

Following regulatory review, the transaction closed in December 2024, at which point Skyview paid CBS $ 33 million, representing the outstanding principal and interest due on the Notes and reimbursement of certain litigation costs.

Skyview has withdrawn its arguments in the litigation regarding its purported right to set-off amounts due under the Notes, though Skyview's claims for alleged fraud, breach of covenant, and breach of representation and warranty otherwise are unaffected.

In addition, CBS dismissed its two counterclaims related to the Notes.

CBS's remaining counterclaims related to the Jamaica Deferred Closing, the TSAs, and rent payment obligations are unaffected.

CBS continues to deny all of plaintiffs' allegations, believes that it has strong defenses to all of plaintiffs’ claims, and will continue to defend the litigation vigorously.

Following regulatory review, the transaction closed in December 2024, at which point Skyview paid CBS approximately $ 33 million, representing all outstanding principal and interest due on the Notes and reimbursement of certain litigation costs.

As a result, CBS dismissed its two counterclaims related to the Notes.

In May 2025, the Appellate Division heard arguments on the parties’ 2024 cross-appeals and issued a ruling in June 2025, finding predominantly in CBS’s favor.

Specifically, the Appellate Division reversed the trial court’s denial of summary judgment as to Skyview’s fraud claim and dismissed such claim in its entirety (along with Skyview’s request for punitive damages).

In addition, the Appellate Division reversed the grant of summary judgment to Skyview on its breach of contract claim, finding there to be issues of fact for trial.

No trial date has yet been set.

With respect to CBS’s counterclaims, the Appellate Division (i) affirmed the grant of summary judgment on the counterclaims concerning the TSAs and late rent payment amounts and (ii) instructed the trial court to adjudicate the final amount owed by Skyview to CBS on the Jamaica Deferred Closing counterclaim.

The Appellate Division further found that the maximum amount that Skyview would have been entitled to set off against its liability on the Notes was $ 5 million (the contractual indemnification limit set forth in the sale agreement).

The trial court accordingly entered judgment on the TSA and late rent payment counterclaims on June 23, 2025, with final entry by the County Clerk on August 20, 2025.

On July 3, 2025, Skyview filed a motion to reargue the Appellate Division’s decision and, alternatively, for leave to appeal to the New York Court of Appeals.

This motion was denied on September 4, 2025.

Conduent is in the process of seeking to collect on the outstanding judgment and will continue to pursue the amount owed by Skyview to CBS on the Jamaica Deferred Closing counterclaim.

No trial date has yet been set.

CBS continues to deny all of plaintiffs' allegations, believes that it has strong defenses to all plaintiffs’ claims, and will continue to defend the litigation vigorously.

The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimates of the possible outcome or loss, if any, in excess of currently recorded reserves.

Other Matters

Since 2014, Xerox Education Services, Inc.

("XES") has cooperated with several federal and state agencies regarding a variety of matters, including XES' self-disclosure to the U.S.

Department of Education (the "Department") and the Consumer Financial Protection Bureau ("CFPB") that some third-party student loans under outsourcing arrangements for various financial institutions required adjustments.

With the exception of one remaining state attorney general inquiry, the Company has resolved all investigations by the CFPB, several state agencies, the Department and the U.S.

Department of Justice.

The Company cannot provide assurance that the CFPB, another regulator, a financial institution on behalf of which XES serviced third-party student loans, or another party will not ultimately commence a legal action against XES in which fines, penalties or other liabilities are sought from XES.

In view of the absence of activity by these regulators or any other party, during the fourth quarter of 2023, the Company reversed the remaining reserve pertaining to this matter.

Conduent Business Services Data Breach Litigation

The Company and CBS (collectively, “Conduent”) are parties to several lawsuits in the U.S.

asserted by or on behalf of individuals who allegedly received a notification letter that their personal information may have been affected by the January 2025 Cyber Event.

Most of these lawsuits have been consolidated into one single action in the U.S.

District Court, District of New Jersey.

Conduent continues to work on consolidating these lawsuits and responding accordingly.

Conduent denies plaintiffs' allegations, believes that it has strong defenses to plaintiffs’ claims, and will continue to defend the litigations vigorously.

The Company is not able to determine or predict the ultimate outcome of this proceeding or reasonably provide an estimate or range of estimates of the possible outcome or loss, if any.

Guarantees and Indemnifications

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Where appropriate, an obligation for such indemnifications is recorded as a liability at the time of the acquisition or divestiture.

Since the obligated amounts of these types of indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated.

Since the obligated amounts of these types of

CNDT 2025 Annual Report

indemnifications are often not explicitly stated or are contingent on the occurrence of future events, the overall maximum amount, or range of amount of the obligation under such indemnifications cannot be reasonably estimated.

Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications.

2 unchanged sentences

Contingent obligations related to indemnifications arising from divestitures and contingent consideration provided for by acquisitions are not expected to be material to the Company's financial position, results of operations or cash flows.

CNDT 2024 Annual Report

Other Agreements:

22 unchanged sentences

As of December 31, 2025, the Company had $ 555 million of outstanding surety bonds issued to secure its performance of contractual obligations with its clients and $ 130 million of outstanding letters of credit issued to secure the Company's performance of contractual obligations to its clients as well as other corporate obligations.

In general, the Company would only be liable for these guarantees in the event of default in the Company's performance of its obligations under each contract.

The Company believes it has sufficient capacity in the surety markets and liquidity from its cash flow and its various credit arrangements to allow it to respond to future requests for proposals that require such credit support.

Note 16 - Common Stock and Preferred Stock

Icahn Share Repurchase

On June 8, 2024, the Company entered into a purchase agreement (the "Icahn Purchase Agreement") with Carl C.

Icahn and certain of his affiliates pursuant to which the Company agreed to purchase an aggregate of approximately

In general, the Company would only be liable for

CNDT 2025 Annual Report

38 million shares of the Company’s common stock, at a price of $ 3.47 per share, the closing price on June 7, 2024, the last full trading day prior to the execution of the Icahn Purchase Agreement, for an aggregate purchase price of $ 132 million.

The purchase was completed and settled on June 10, 2024, and was funded through a combination of cash on hand and a drawdown under the Company’s Revolving Credit Facility, which has since been repaid.

these guarantees in the event of default in the Company's performance of its obligations under each contract.

Note 16 - Preferred Stock

Series A Preferred Stock

9 unchanged sentences

As of December 31, 2025, the Company had one class of preferred stock outstanding.

Refer to Note 16 – Common Stock and Preferred Stock for further information.

Refer to Note 16 – Preferred Stock for further information.

The Company is authorized to issue approximately 100 million shares of convertible preferred stock at $ 0.01 par value per share.

13 unchanged sentences

The compensation expense is recorded over the vesting period based on management's estimate of the number of shares expected to vest.

The Company’s RSU awards typically vest in three separate and equal tranches over a 2.75 years period.

The Company’s RSU awards typically vest in three separate and equal tranches over a 2.75 year period.

Each tranche vests annually, at December 31, following the date of grant.

12 unchanged sentences

These PSUs also have a service requirement that must be met for them to vest.

The fair value of these PSUs is based upon a Monte Carlo simulation.

The fair value of these PSUs is based upon a Monte Carlo simulation, which uses assumptions about the risk free rate and volatility of the Company's stock price at the date of grant.

Compensation expense is recognized over the vesting period based on management's estimate of the number of shares expected to vest.

The PSUs granted in 2022 were canceled at December 31, 2024 as the performance measures were not met.

• In 2025, for certain senior executives, the Company changed its Annual Performance Incentive Plan (“APIP”) cash incentive by awarding a portion of the incentive in PSUs.

These shares vest contingent upon:

(i) the achievement of the specified 2025 APIP financial performance criteria, and (ii) the meeting of service criteria.

The plan participants cannot earn additional shares if APIP performance achievement exceeds 100% of the stated targets.

Rather, any overachievement is paid in cash.

The fair value of these PSUs is based upon the market price of Conduent’s common stock on the date of the grant, June 1, 2025.

Compensation expense is recognized over the vesting period, which is 22 months from the date of grant, based on management’s estimate of the number of shares expected to vest.

Summary of Stock-based Compensation Activity

18 unchanged sentences

Outstanding at December 31 11,922 2.77 5,947 3.28 5,013 3.97

CNDT 2025 Annual Report

The total unrecognized compensation cost related to non-vested stock-based awards at December 31, 2025 was as follows (in millions):

6 unchanged sentences

Performance Stock Units / Shares 23

CNDT 2024 Annual Report

The total intrinsic value and actual tax benefit realized for vested stock-based awards were as follows:

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Below are the balances and changes in AOCL (1) :

CNDT 2025 Annual Report

(in millions) Currency Translation Adjustments Gains (Losses) on Cash Flow Hedges Defined Benefit Pension Items Total

14 unchanged sentences

Tax effects were immaterial.

CNDT 2024 Annual Report

Note 19 – Earnings (Loss) per Share

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Total Anti-Dilutive and Contingently Issuable Securities 22,309 7,731 14,045

CNDT 2025 Annual Report

Note 20 – Related Party Transactions

14 unchanged sentences

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 8. Financial Statements and Supplementary Data