{"url_path":"/sec/cndt/8-k/2026-05-21/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1677703/0001677703-26-000069-index.html","accession_number":"0001677703-26-000069","cik":"0001677703","ticker":"CNDT","issuer_name":"CONDUENT Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1677703/0001677703-26-000069-index.html","primary_entity_key":"0001677703","primary_entity_name":"CONDUENT Inc"},"word_count":713,"has_tables":true,"body_markdown":"cndt-20260521\nMay 21, 20260001677703falsefalse00016777032026-05-212026-05-21\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nFORM 8-K\n\nCURRENT REPORT\n\nPursuant to Section 13 or 15(d)\n\nof the Securities Exchange Act of 1934\n\nDate of Report (date of earliest event reported): May 21, 2026\n\n CONDUENT INCORPORATED\n\n(Exact name of registrant as specified in its charter)  \n\nNew York001-3781781-2983623\n\n(State or other jurisdiction of\nincorporation or organization)(Commission\nFile Number)(IRS Employer\nIdentification No.)\n\n100 Campus Drive,Suite 200,\n\nFlorham Park,New Jersey\n\n07932\n\n(Address of principal executive offices) (Zip Code)\n\nRegistrant’s telephone number, including area code: (844) 663-2638\n\nNot Applicable\n\n(Former name or former address, if changed since last report)\n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):\n\n \n\n☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\n Securities registered pursuant to Section 12(b) of the Act:\n\nTitle of each classTrading Symbol(s)Name of each exchange on which registered\n\nCommon Stock, $0.01 par valueCNDTNASDAQ Global Select Market\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).\n\nEmerging Growth Company ☐\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\nItem1.01.    Entry into a Material Definitive Agreement.\n\nOn May 21, 2026, Conduent Incorporated (the “Company”), by and through its wholly owned subsidiary Conduent Business Services, LLC (“CBS”), entered into an Equity Interest Purchase Agreement (the “Purchase Agreement”) with Modaxo USA Holdings, Inc. and Modaxo France Holdings SAS (collectively, “Buyer”), and Modaxo Group Inc. Under the Purchase Agreement, CBS agreed to sell all of the issued and outstanding equity interests of Conduent Transport Solutions, Inc. (“CTS”) and certain non‑U.S. subsidiaries (collectively, the “Purchased Subsidiaries”) that comprise the Company’s public transit and fare collection business (the “Transit Business”) on the terms and subject to the conditions set forth therein.\n\nThe purchase price is $164,000,000, subject to customary purchase price adjustments, including (i) a dollar‑for‑dollar deduction for any shortfall in minimum cash, (ii) a net tangible asset (“NTA”) adjustment, and (iii) reductions for indebtedness and transaction expenses, all as determined pursuant to post‑closing true‑up procedures set forth in the Purchase Agreement.\n\nAt closing, Buyer will retain (i) a $10,000,000 purchase price holdback for one-year to secure NTA‑related adjustments and certain indemnification claims, (ii) a $12,000,000 special holdback, the timing of the release of which is dependent on certain target completion dates for a customer, and (iii) a holdback for one-year to secure the Company’s portion of the retention amount under Buyer’s representation and warranty policy in the event of breaches of certain representations and warranties, in each case, as further described in the Purchase Agreement.\n\nThe Purchase Agreement contains customary representations and warranties and pre‑closing covenants for a transaction of this type.\n\nConsummation of the transactions pursuant to the Purchase Agreement are subject to various conditions, including, among others (i) the absence of any legal restraint, (ii) receipt of required approvals under applicable competition and foreign investment control laws, (iii) receipt of specified third‑party consents, (iv) accuracy of representations and warranties (subject to agreed standards), (v) performance in all material respects of certain covenants, and (vi) satisfaction of the minimum cash condition.\n\nThe Purchase Agreement also contains certain customary termination rights for both CBS and Buyer. In consideration of the purchase price, CBS has agreed to a customary non-competition provision preventing CBS and its affiliates from participating in certain competitive activities.\n\nThe foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s next periodic report to be filed with the SEC."}