Item 5. Other Information
ITEM 5 — OTHER INFORMATION
10b5-1 Plans
During the three months ended June 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).
CNDT Q2 2026 Form 10-Q
38
Table of Contents
ITEM 6 — EXHIBITS
Incorporated by Reference
Exhibit No. Description Filed Herewith Form Exhibit No. Filing Date
2.1 Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of September 18, 2023.
8-K 2.1 9/19/2023
2.2 First Amendment to Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of March 7, 2024.
10-Q 2.2 8/7/2024
2.3 Equity Interest Purchase Agreement dated as of May 21, 2026 among Conduent Business Services, LLC, Modaxo USA Holdings, Inc., Modaxo France Holdings SAS, and solely for purposes of Section 11.18 hereto, Modaxo Group, Inc.
X
2.4 Asset Purchase Agreement dated as of June 29, 2026 , among Conduent Business Services, LLC, Conduent State & Local Solutions, Inc. Conduent Public Sector UK Limited, Quarterhill Inc. and Red Fox I.D. Limited
X
3.1 Restated Certificate of Incorporation of Registrant filed with the Department of the State of New York on December 31, 2016.
8-K 3.1 12/23/2016
3.2 Amended and Restated By-Laws of Registrant as amended through October 31, 2023.
10-Q 3.2 11/1/2023
10.1(a)(i)* Form of Performance Restricted Unit Award Agreement 2026 (Margin) under the 2021 PIP .
10-Q 10.6(a)(i) 5/11/2026
10.1(a)(ii)* Form of Performance Restricted Unit Award Agreement 2026 (Share Price) under the 2021 PIP .
10-Q 10.6(a)(ii) 5/11/2026
10.1(a)(iii)* Form of Restricted Unit Award Agreement 2026 under the 2021 PIP .
10-Q 10.6(a)(iii) 5/11/2026
31(a)
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
X
31(b)
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
X
32** Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101 The following materials from the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Shareholders' Equity and (vi) Notes to Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
————————
* Indicates management contract or compensatory plan or amendment.
** Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.
CNDT Q2 2026 Form 10-Q
39
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 10, 2026
CONDUENT INCORPORATED
(Registrant)
By: /s/ GEORGE ABATE
George Abate
Vice President and Chief Accounting Officer
(Duly Authorized Officer and Principal Accounting Officer)
CNDT Q2 2026 Form 10-Q
40
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.