CONDUENT Inc (CNDT) Business

ITEM 1. BUSINESS

In this Form 10-K, unless the content otherwise dictates, "Conduent", the "Company", "we" or "our" mean Conduent Incorporated and its consolidated subsidiaries.

Our Business

We deliver digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for our clients and the millions of people who count on them. We leverage cloud computing, artificial intelligence ("AI"), machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 51,000 associates, process expertise and advanced technologies, our solutions and services digitally transform our clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs.

Conduent is a diverse, global company with a portfolio of assets spanning both the commercial and public sectors. Our unique set of solutions and services are utilized by some of the largest corporations, governments and public sector agencies across multiple industries and geographies to deliver end-user excellence at scale and business process efficiencies with state-of-the-art, proprietary technology. Each day, our solutions and services interact in the lives of millions of people in many ways - from safer, more seamless commutes with reduced congestion to streamlined benefits enrollment, documents management, customer experiences and government healthcare claims. Conduent’s uniqueness, loyalty and dedication to service make for a future of robust value creation and growth.

Our commercial portfolio includes technology-led solutions driving efficiencies and enhanced end-user experiences across multiple industries in attractive growth markets, including customer experience management, finance and accounting, digital and document solutions, banking, healthcare and human capital solutions. In the commercial market, competitive pressures are driving demand for increased productivity, efficiency and modern digital experiences, and these needs favor end-to-end solutions and outsourcing where we have an advantage. In addition, increasing globalization and the proliferation of AI-enabled solutions and applications create opportunities we are poised to capitalize on. Our people, process expertise and technology elevate client outcomes every day. In 2025, we managed approximately 2 billion customer service interactions, captured and classified over 14 billion documents and claims, and supported millions of employees with human resource ("HR") services.

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

Our government portfolio includes government healthcare, eligibility and enrollment solutions, digital payments and child support payments, ensuring efficient Medicaid healthcare claims processing and delivery of benefits to the most vulnerable populations while reducing the risk of fraud. Our solutions help state agencies determine eligibility, streamline enrollment, adjudicate claims and meet requirements for government-funded healthcare programs. We also deliver government-distributed payments seamlessly and securely utilizing our proprietary software and expertise. In 2025, we processed over 454 million Medicaid claims and disbursed approximately $80 billion in government benefit payments.

Our transportation portfolio includes public transit and road usage charging solutions that streamline operations, increase revenue and reduce congestion while enabling safer, more seamless travel with reduced environmental impact. We help transportation agencies collect payments, manage operations, equipment and servicing, reduce traffic congestion and enable digital transactions for transit and road usage charging globally, processing over 14 million tolling transactions every day.

With approximately 51,000 associates globally as of December 31, 2025, we are dedicated to our clients' success. Each day, our people and our digital business solutions and services serve millions of end users on behalf of our clients.

Of our global team, approximately 34% is located in North America with the remainder located primarily in our delivery centers in Asia Pacific, Latin America, the Caribbean and Europe. We continue to be recognized for our commitment to fostering a culture of belonging and inclusion.

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Our Strategic Focus

Our aim is to be the technology-led business solutions partner of choice for businesses and governments globally. To achieve this, we focus on delivering outcomes across three critical dimensions: Growth, Efficiency and Quality. Our strategy is designed to deliver shareholder value by creating profitable growth, expanding operating margins, identifying process efficiencies and employing a disciplined capital allocation strategy.

We have identified specific execution strategies and key performance indicators across Growth, Efficiency and Quality.

Growth: Our opportunity for growth stems from understanding our clients’ businesses and driving valuable outcomes to help them reduce costs, improve efficiencies and elevate customer experiences. To capitalize on growth opportunities, we remain focused on several key strategies:

•Sales Performance Optimization: We continue to optimize sales training, talent, go-to-market processes and account management to strengthen client and prospect relationships to gain more selling opportunities with new clients as well as greater share of wallet with existing clients. Our team’s talent and dedication has resulted in Conduent serving 46 states, nearly half of the Fortune 100 companies and other leading companies, including:

•9 of the top 10 U.S. health insurers;

•7 of the top 10 pharma companies;

•4 of the top 5 automakers; and

•7 of the top 10 U.S. banks.

•Offering Development: We continue to augment our portfolio of services and solutions with innovative technology capabilities, including cloud, data analytics, automation tools, generative AI ("GenAI")/ AI, digital payments and machine learning capabilities to create differentiated, high-value solutions for our clients, operate efficiently and enable greater penetration of attractive market segments.

In 2025, our existing clients renewed contracts with us and gave us more business in adjacent service lines and we also gained new clients. We measure success in “Growth” through revenue retention, our net Annual Recurring Revenue ("ARR") activity metric and new business signings, among other metrics.

Efficiency: We continue to identify ways to reduce costs and create new efficiencies. We have simplified and standardized our operating model by removing redundant management layers and applying processes that enable faster decision-making and greater transparency and accountability. In addition, we aim to achieve additional efficiencies through the following strategies:

•AI and Automation: We will continue to invest in embedding GenAI/AI and intelligent process automation into existing operations, including automated document management, fraud detection and prevention, claims adjudication and customer experience. Our automation capabilities increase productivity through advanced data extraction and handling of structured and unstructured data, improve workflow efficiency through business rules and task automation and increase operational accuracy through predictive analytics. In 2025, we continued a dedicated GenAI program with over 20 prioritized use cases to help drive quality, efficiency and faster cycle times in our clients' operations, as well as continued our GenAI innovation initiative with Microsoft. In addition, we launched our AI Experience Center in our Florham Park, NJ headquarters to immerse our clients in AI innovations and demonstrate these solutions in production.

•Delivery Optimization: We continue to operate more efficiently through common processes with a shared services model that enables economies of scale and creates greater accountability for client performance. We drive progress through continuous process improvement and capitalizing on a range of staffing models, including flexible work from home and hybrid work, as well as optimizing our geographic footprint.

We continue to respond with agility to clients’ shifting needs as reflected in our Net Promoter Score ("NPS"), which has increased significantly since becoming Conduent in 2017. We measure success in Efficiency through associate retention and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") margin, among other metrics.

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Quality: Our clients depend on stable, high-quality service delivery. We continue to drive progress by increasing system uptime, improving operational stability and creating client confidence and satisfaction by focusing on the following strategies:

•Proactive, Real-time Monitoring of Applications and Service Performance: We continue to invest in AI and machine learning technologies to proactively monitor and prevent incidents.

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

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

Our focus on quality has resulted in continued client confidence and satisfaction. We measure “Quality” by service level agreement performance, system availability, technology incident rates and client satisfaction.

Investment Strategy: We maintain a balanced and disciplined approach to capital allocation including debt repayment, shareholder returns and internal investments. Our internal investments to support our business goals and client needs fall into three broad categories:

•Opportunities to optimize, where we have significant scale and where we believe that with process improvements, automation and investment into the current offerings, we can improve the end-user experience, reduce our cost of delivery, expand our margins and further capture additional share.

•Opportunities to enhance, where we have strong client relationships, a long history of expertise in that market and legacy technology that needs to be refreshed or modernized.

•Opportunities to expand, where we believe we can compete successfully, and we see the return on investment as more significant than in other businesses. These businesses, augmented with new capabilities and geographic expansion, will address market dynamics and provide additional growth opportunities.

Our Market Opportunity

We operate in markets with compelling growth opportunities, including Business Process as a Service, transportation, payments and customer experience management, as well as in many industries, including healthcare and financial services. We estimate our addressable market size in the global business process services industry to be $219 billion in 2025, according to third-party industry reports. Many industry analysts and advisors place us as a leader across several segments in this large, diverse and growing market.

Ongoing competitive pressures and increasing demand for further productivity gains have motivated businesses and government organizations to outsource elements of their day-to-day operations to accelerate performance and improve end-user experience. As a result, our clients have become more focused on their core businesses and the range of outsourced activities has expanded. Increasing globalization has also required many companies to optimize cost structures and engage in AI-enabled business process solutions to retain competitiveness.

Conduent is unique in that we have solutions that span the end-to-end value chains of our clients. This means that our clients can partner with us to support more of their business processes than other providers. We are recognized by independent industry analysts as leaders for many of these solutions.

•Industry Analyst Accolades:

•Nelson Hall Benefits Administration: Health & Welfare 2025 NEAT Leader - Marketplace Focus

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

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

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•Market Position:

•Everest Group BPS Top 10 2025 - #9

•Gartner Market Share IT Services 2025 - BPO, Worldwide - #14

Segments

We organize, manage and report our business through three reportable segments:

Commercial: Our Commercial segment provides business process services that span our clients’ business processes end-to-end from the front-office to the back-office for a variety of commercial industries. These solutions are both cross-industry and industry-specific in nature. Across the Commercial segment, we operate on our clients’ behalf to deliver mission-critical solutions and services to reduce costs, improve efficiencies and enable revenue growth for our clients, and deliver better experiences for their consumers and employees. Our Commercial segment is our largest segment, with segment revenue for 2025 of $1,511 million, representing 49.7% of our total revenues excluding divestitures.

Government: Our Government segment provides government-centric services and solutions to U.S. federal, state, local and foreign governments for public assistance, healthcare program administration, transaction processing, eligibility and enrollment processing, payment services and case management. In this segment, we help governments respond to changing rules for eligibility and keep pace with increasing citizen expectations, modernize legacy technology systems, combat benefits fraud and adapt to an evolving regulatory environment. Our Government segment revenue for 2025 was $922 million, representing 30.3% of our total revenues excluding divestitures.

Transportation: Our Transportation segment provides government agencies and transportation authorities around the world with systems, support and revenue-generating solutions serving toll and fare collections as well as mobility and digital payments that help streamline operations and increase revenue to government and transportation agencies. With an expanded focus on sustainability and enhancing the quality of life for citizens and communities around the world, our solutions help reduce congestion and greenhouse emissions, while creating seamless travel experiences for consumers throughout transportation ecosystems. Transportation segment revenue for 2025 was $609 million, representing 20.0% of our total revenues excluding divestitures.

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

Our Service Offerings

Commercial

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

•Customer Experience Management

•We deliver a full range of customer contact services, including customer care, technical support, loyalty management, and outbound and inbound sales, handling many complex interactions and representing the brands of our clients. We create better experiences across the customer lifecycle through a variety of channels including chat, email, voice and virtual agents to help customers where and how they want to engage. Through omni-channel communications, automation and analytics, as well as labor efficiencies, we help our clients drive revenue growth, enable scale, and gain cost reductions and other operational efficiencies. We serve marquee clients across multiple sectors, including the financial services, healthcare and life sciences, logistics, technology, telecom, travel and hospitality sectors, helping to resolve complex issues for our customers with empathy and effectiveness. The CXM business generally generates income on a per call, per agent, or per percentage of sales made basis.

•Business Process as a Service

•We help our clients digitally transform business processes and drive efficiency, automation and scale across essential business functions. We streamline client operations through our deep industry experience, understanding of our clients’ needs and the latest technology solutions to reduce costs,

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improve security, performance and accuracy, and enable revenue growth, while enhancing the end-user experience. Our portfolio of BPaaS solutions spans payment integrity, finance, accounting, and procurement, human capital, legal and compliance, and bank and lending. We generate revenue in a variety of ways within this business, including per employee covered, contingency fees on recoveries, per agent or per hour.

•Integrated Digital Solutions

•We drive efficiencies for clients with more digitized processes across the customer and document lifecycle through automation, data analytics and AI-powered solutions. This helps to shorten decision-making times on items like claims and applications while also lowering costs, reducing manual effort, improving data accuracy, providing omnichannel communications and enhancing the overall customer experience. Our solutions span document and claims processing, health plan administration, scanning and digitization of mailrooms, data and documents, and omnichannel digital and physical communications, including print and mail and solutions focused specifically in the healthcare and banking industries. We generate revenue in a variety of ways within this business, including per image scanned, per document mailed or per member covered.

Government

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

•Government Healthcare Solutions

•We provide program administration solutions for government healthcare programs with a range of innovative solutions such as Medicaid management, provider services, Medicaid business intelligence, pharmacy benefits management, eligibility and enrollment support, customer contact services, application processing, premium billing and case management solutions. In 2025 alone, we processed over 454 million claims. Our cloud-native Conduent Medicaid Suite ("CMdS") is a modular software as a service ("SaaS") solution for state Medicaid agencies to transform from a legacy Medicaid Management Information System ("MMIS") to a digital, interoperable and scalable Medicaid Enterprise System. Our case management and tracking solutions provide disease surveillance and outbreak management to make it easier to monitor, report and protect the health of communities globally. Both U.S. and international governments depend on our disease surveillance and outbreak case management solution to track public health metrics, vitals and birth defects, provide contact tracing and understand outbreak dynamics. These solutions help states, counties and countries optimize their costs by streamlining access to care and improving patient health outcomes through population health management, while helping families in need by improving beneficiary support. Within the Government Healthcare Solutions business, our revenue is primarily fixed fee or variable price based on a per call, per interaction or per member basis.

•Government Service Solutions

•With approximately $80 billion disbursed annually, we are a leader in government payment disbursements for federally sponsored programs including benefit card programs and payment card programs. Benefit card programs are closed-loop solutions that support Supplemental Nutrition Assistance Program, Temporary Assistance for Needy Families and Women, Infants and Children ("WIC"). Payment card programs are open-loop solutions that support child support and Unemployment Insurance. Closed-loop cards are limited to specific retailers (such as Food and Nutrition Service approved retailers), while open-loop cards can be used anywhere that accepts their card network (example MasterCard or Visa). In addition, benefit card programs may only be used for specific, approved products such as food or baby formula, whereas payment card programs can be used for any type of purchase or cash benefit. We deliver electronic payments for government services in 35 states, including 21 Electronic Benefit Transfer ("EBT") programs, 13 EBT for WIC programs and 4 Electronic Childcare programs. In our closed-loop payments solution, we generate revenue based on the number of cases or number of card holders. Within our open-loop payments solution, we generate revenue based on interchange fees and spending on cards as a percentage of transactions.

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•We also offer a broad set of child support services predominately to State Disbursement Units, including processing and distributing payments, child support payment cards, childcare credentialing and case management, among others, to help states comply with federal standards. Within child support solutions, the way we generate revenue varies by state, but it is generally either per financial transaction, per call, fixed price, or for development of systems.

Transportation

On behalf of transportation authorities around the world, we deliver solutions to facilitate toll and fare collection, congestion and fleet management, and digital payments that help streamline operations and increase revenue. With an expanded focus on sustainability and enhancing the quality of life for citizens and communities around the world, our solutions help reduce congestion and greenhouse emissions, while creating seamless experiences for travelers throughout transportation ecosystems.

•Road Usage Charging and Management Solutions

•Our electronic tolling, urban congestion management and mileage-based user solutions help our clients accurately assess and collect payments millions of times every day to generate revenue for infrastructure improvements. Our solutions include vehicle passenger detection systems, electronic toll collection, automated license plate recognition and congestion management solutions. We generate revenue based on a combination of fixed fee and transaction-based pricing. The transaction-based component can be per account per month, per notice mailed, per active account, per violations fees received, or per image-based transaction.

•Transit Solutions

•For train, bus, subway, metro and other transit travelers, we help make journeys more personalized and convenient while increasing fare collection for authorities and agencies. We combine 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. Within transit, we primarily generate revenue via implementation of end projects (hardware and software, maintenance services, repair and sale of spare parts), and the building and operation of fare collection systems.

•Commercial Vehicles

•We provide computer-aided dispatch/automatic vehicle location technology to help clients manage their fleet operations.

Our Competitive Strengths

We possess competitive strengths that distinguish us from our competitors, including:

Leadership in attractive growth markets: We are a leader in business process solutions that deliver exceptional outcomes for our clients on a massive scale. Our clients continue to outsource key business processes to improve efficiency and to accelerate performance and digital transformation. Additionally, clients are moving beyond services for back-office functions to drive customer/employee satisfaction and loyalty. Conduent has a diverse portfolio of solutions that enable business processes end-to-end across our clients’ organizations. This enables them to partner with us across more of their business functions to drive efficiency and better outcomes for their enterprises. The increase in globalization and cost competition continues to accelerate, forcing companies to seek ways to stay ahead of the competition. These factors, along with clients and their customers demanding more personalized, seamless and secure solutions, position Conduent well to capture these opportunities. Through our portfolio of digital business solutions and services, we have reached significant scale in our businesses including:

•Healthcare: The U.S. healthcare market is projected to grow at an average rate of 5.8% per year between 2024-2033. We are widely recognized by industry analysts as a leader in healthcare payer operations, serving 9 of the top 10 U.S. health plans and providing administrative and mission-critical program administration solutions for government healthcare programs serving over 111 million recipients in 34 states and the District of Columbia. Conduent’s healthcare capabilities have been recognized by NelsonHall and Everest Group.

•Transportation: Traffic congestion continues to increase due to urbanization and changing global demographics. As a result, optimized transportation systems are becoming critical to increase efficiency while

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maintaining strict safety requirements. Electronic toll collection and public transit represent key growth drivers as governments at all levels increasingly focus on transportation infrastructure, and we process over 14 million tolling transactions every day.

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

Global delivery expertise: Our scale and global delivery capabilities enable us to deliver our proprietary technology and differentiated service offerings seamlessly to clients around the world. We have operations in 24 countries including India, the Philippines, Jamaica, Guatemala, Mexico, Romania, the United Kingdom and several locations within the United States, providing our customers the option for "onshore", "nearshore" or "offshore" outsourced business process services. This global delivery model allows us to leverage lower-cost production locations, consistent methodologies and processes, time zone advantages and business continuity plans. As of December 31, 2025, 38% of our employees were in high-cost countries and 62% were in low-cost countries.

Differentiated technology-led suite of multi-industry solutions: Through dedicated people, process expertise and technology, such as AI, analytics and automation, Conduent solutions and services create value across multiple industries by creating efficiencies, improving experiences, reducing costs and enabling revenue growth while better serving millions of end users that depend on us. By understanding our clients' businesses, we deliver performance by optimizing processes to be more efficient, flexible and secure, and our innovative, tech-led solutions are highly configurable to meet our clients' needs. We deliver value by driving better outcomes and reducing costs at scale. We enhance customer experience by improving experiences, engagement and loyalty of end users.

Recurring revenue model supported by a loyal, diverse client base: We have a broad and diverse base of clients across multiple geographies and industries, including nearly half of the Fortune 100 companies, midsize businesses and governmental entities. Our strong client relationships and successful client execution support our stable, recurring revenue model and high renewal rates.

Competition

Although we encounter competition in all areas of our portfolio, we are a leader in many categories. We compete based on technology, performance, quality, reliability, reputation, price, and customer service and support. We consider our "onshore", “near shore” and “offshore” delivery capabilities to be a competitive advantage. Our competitors range from large international companies to relatively small firms. Many of our competitors specialize in certain areas but none compete across all the same segments in our total portfolio which enables us to serve our clients end-to-end across their enterprises. Our competitors include:

•Large multinational service providers such as Accenture, Cognizant, TTEC and Teleperformance;

•Traditional business process outsourcing companies such as Genpact, Wipro and EXL Services;

•Human resource, payroll processing and human capital management providers such as Alight and Willis Towers Watson;

•Healthcare-focused IT and service solutions providers such as Gainwell, Optum and Maximus;

•U.S. Federal-focused government services providers such as Leidos;

•Transportation multi-nationals such as TransCore, Thales, Cubic and INIT; and

•Smaller, niche business processing service providers and in-house departments that perform functions that could be outsourced.

Sales and Marketing

We market and sell our solutions and services to both potential and existing clients through our global sales and business development teams. Additionally, we have dedicated account managers and solution architects who work with clients to better understand their business requirements and tailor our standard solutions to meet their unique needs.

Our solutions solve clients' business issues and help them achieve their desired business outcomes. We leverage our broad portfolio of offerings and dedicated team of associates to package solutions that meet clients’ needs,

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while taking a disciplined approach to pricing and contracting. Our sales efforts typically involve extended selling cycles where our deep domain and industry expertise is critical to winning new business. We maintain strong relationships with our clients from initial engagement to implementation and on-going service delivery.

Intellectual Property

Generally, our policy is to seek patent protection for those inventions likely to be incorporated into our products and services or where obtaining such proprietary rights will improve our competitive position. As of December 31, 2025, we own approximately 489 U.S. patents and have 10 pending applications. Our patent portfolio evolves as new applications are filed, patents are awarded to us and as older patents expire. These patents expire on various dates, generally 20 years from their original filing dates. While we believe that our portfolio of patents and applications has value, in general, no single patent is essential to our business or to any individual segment of our business. In addition, any of our proprietary rights could be challenged, invalidated, or circumvented, or may not provide significant competitive advantages.

Our business relies on software provided, to an approximately equal extent, by both internal development and external sourcing to deliver our services. With respect to internally developed software, we claim copyright on all such software, registering works which may be accessible to third parties. In addition, we rely on maintaining source code confidentiality to ensure our market competitiveness. With respect to externally sourced software, we rely on contracts assuring our continued access for our business use.

In the United States, we own 39 registered trademarks, with 2 pending, reflecting the many businesses we participate in. These trademarks may have a perpetual life, subject to renewal every 10 years and may be subject to cancellation or invalidation based on certain use requirements and third-party challenges, or on other grounds. We vigorously enforce and protect our trademarks.

People and Culture

Headcount

The skills, expertise and experience of our talented and diverse global workforce allow us to deliver mission-critical services and solutions that drive exceptional client outcomes. As of December 31, 2025, we had approximately 51,000 associates in 24 countries working towards a common vision and purpose, with approximately 34% located in North America and the remainder located primarily in Asia Pacific, Latin America and the Caribbean and Europe. Our three reportable segments, Commercial, Government and Transportation, house most of our associates with approximately 37,300, 4,800 and 3,100 associates, respectively.

Conduent Culture

At Conduent, we are committed to building a culture where individuality is recognized and valued, and where every associate feels a true sense of belonging and is empowered to bring their authentic self to work. We foster an open and inclusive workplace where people of all backgrounds have equitable opportunities to grow, do meaningful work, and contribute their unique strengths. This commitment is foundational to our business strategy, strengthens how we serve our clients, and ultimately benefits the millions of end users who interact with Conduent every day.

Our eight Employee Impact Groups are central to advancing this culture of inclusion and belonging. Through year-round programming, they support professional development, strengthen community, elevate diverse perspectives, and drive measurable business impact. In support of inclusive leadership, during 2025 we continued to deliver enterprise-wide learning and hosted leadership-led conversations focused on belonging and inclusion, working across generations, and various mental health topics.

We remain focused on attracting, retaining and developing a diverse, engaged workforce. Our efforts have been recognized through several global and regional workplace honors in recent years, including:

•Top 100 Global Most Loved Workplaces (Newsweek: 2025, 2024, 2023);

•Most Loved Workplaces in America (Newsweek: 2025, 2024, 2023);

•Best Places to Work for Disability Inclusion (Disability Equality Index: 2025, 2024, 2023); and

•Best for Vets Employers (Military Times: 2025, 2024, 2023).

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Employee Learning and Development

Our associate learning platforms are widely utilized with approximately 1.73 million learning assets completed in 2025 (including 1.4 million developmental learning assets and 331 thousand compliance learning assets). A key focus has been learning aided by AI tools, such as AI simulators, for practicing scenarios in a safe environment, AI assistants for finding relevant online content more quickly, and AI-enabled captions of non-English online learning content, all of which enabled an 18% increase in utilization of these learning platforms. We continue to see great learning effectiveness scores for satisfaction and potential for application of learning on the job, which correlates to a 15 point increase for NPS and a 6% increase for positive experience for online learning content in 2025 versus 2024. We continue to ensure that our associates complete regulatory and compliance training on topics required based on their role and location.

Associate Engagement

We continuously gather associate feedback through multiple touchpoints throughout the year and leverage that feedback to both inform our talent strategy and enhance our associate experience. These touchpoints include both external recognition surveys as well as feedback gathered through internal pulse surveys, town halls, exit surveys and our internal social platform used for open and transparent communications. In 2025, Conduent was recognized among Newsweek’s Top 100 Global Most Loved Workplaces. This recognition was based largely on direct feedback gathered from our associates indicating a strong "emotional connection" between associates and Conduent. We also continuously monitor feedback through our annual associate engagement survey. In 2025, our overall engagement scores remained healthy and consistent with 2024.

Corporate Ethics

We operate according to our Ethics and Compliance Program, which is focused on sustaining an ethical culture and is designed to meet general governance and specific industry, regulatory and legal requirements. The Ethics and Compliance Program is based on our core values, including personal accountability, and is overseen by Conduent’s Ethics Office.

Conduent’s Code of Business Conduct is the foundation of our Ethics and Compliance Program. Our Code of Business Conduct embodies and reinforces Conduent’s commitment to the highest standards of integrity and sets forth our expectations for ethical leadership, job performance, and compliance with the Code of Business Conduct and Company policies. It is designed to help associates recognize ethics and compliance issues before they arise and to deal appropriately with issues that occur.

Conduent Finance Employees are additionally required to act in accordance with our supplemental Finance Code of Conduct. Our associates are required to complete annual business ethics training. Conduent’s Ethics Office periodically solicits associate input to gauge our ethical culture and help identify areas for continuing improvements.

Our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct can be accessed through our website at www.conduent.com/corporate-governance. They are also available to any shareholder who requests them in writing addressed to Conduent Incorporated, 100 Campus Drive Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for Members of the Board and our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable, and consistent with the requirements of applicable U.S. Securities and Exchange Commission ("SEC") and Nasdaq Global Select Market ("Nasdaq") rules.

Seasonality

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

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Availability of Company Information

Our internet address is www.conduent.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Proxy Statements and any amendments to these reports and statements are found on the Investors section of our website. We make these documents available free of charge on our website as soon as reasonably practicable after we have filed them with, or furnished them to, the SEC.

The SEC maintains an internet address (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Form 10-K is not incorporated by reference in this Form 10-K unless expressly noted.

Information about our Executive Officers

The following is a list of the executive officers of Conduent as of February 19, 2026.

Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual meeting of shareholders, subject to the provisions of our by-laws.

_____________________________

(1) Member of Conduent Board of Directors

(2) Officer or executive officer of Conduent or its subsidiaries for less than five years

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

Mr. Agadi was appointed President and Chief Executive Officer in January 2026 after joining Conduent’s Board of Directors in May of 2025. Prior to this role, Mr. Agadi served as CEO and Chairman of GHS Holdings, LLC, an investment office, since 2000. Mr. Agadi served as President and CEO of Crawford & Company (NYSE), a publicly listed independent claims management company, from 2015 until 2020. Prior to that, he served as Executive Chairman of Quiznos, LLC from February 2012 until August 2014, as Chairman and CEO of Friendly’s Ice Cream LLC from August 2010 until February 2012, and President and CEO of Church’s Chicken from December 2004 until December 2009. Mr. Agadi also currently serves as the non-executive Chairman of the Board of Flotek Industries, Inc. (NYSE), a publicly traded oil field service company. He also serves as Chairman of the Board of Transcend Cruises, a private company, a role he has held since 2022. Mr. Agadi also served on several public company boards in the past, including as compensation committee chair for Belmond Ltd., a worldwide hospitality and leisure company (from 2011-2019), and for Crawford & Company (from 2010-2021). Mr. Agadi is also currently the chairman of the SKSVMA College of Engineering and Agadi Sunrise Hospital Private Limited in India. Mr. Agadi holds a Bachelor of Commerce from the University of Mumbai and an MBA from Duke University’s Fuqua School of Business.

Mr. Abate has served as the Vice President – Chief Accounting Officer of the Company since August 2020 and was appointed Principal Accounting Officer in August 2024. In his current role, Mr. Abate oversees the Company’s accounting matters. He has held various accounting leadership roles of increasing responsibility at Conduent since 2017 and prior to that at Xerox Corporation, Fine Host Inc. and Waste Management Inc. Mr. Abate began his accounting career in the Assurance Practice of KPMG, LLP. Mr. Abate holds a Bachelor of Science in Accounting from Fairfield University.

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Mr. Appleby has served as the Executive Vice President, Public Sector Solutions of the Company since July 2024. Prior to that, Mr. Appleby served the Company as President – Transportation Solutions from August 2023 until July 2024, Chief Operating Officer – Transportation Solutions from October 2022 until August 2023, and as Chief Operating Officer – Commercial Solutions from August 2020 until October 2022. In his current role, Mr. Appleby oversees the Company’s portfolio of Public Sector Solutions including Government Healthcare, Eligibility and Enrollment, Payments and Child Support in the Government segment, as well as Road Usage Charging Solutions, Transit Solutions and Commercial Vehicles in the Transportation segment. Prior to joining Conduent, Mr. Appleby was SVP, Client Operation, Credit Union Solutions at Fiserv, Inc., a publicly listed financial technology company (“Fiserv”) (Nasdaq), from September 2018 until August 2020. Mr. Appleby earned his Bachelor of Science degree in Environmental Science and Systems Engineering from the U.S. Military Academy at West Point and he completed Leadership Development Programs at GE, Bank of America, Ally Financial and Fiserv.

Mr. Goodburn was appointed as Chief Financial Officer of the Company in May 2025. Prior to his current role at Conduent, he served as Conduent’s Head of Investor Relations and Corporate FP&A from March 2020 until May 2025. Prior to joining the Company, Mr. Goodburn served as CFO of a business segment and Vice President, Finance and Operations at Travelers. Prior to that, Mr. Goodburn held various leadership positions at GE Capital from 2001 until 2012, including as CFO of various business segments. Mr. Goodburn has global responsibility for all finance, treasury, investor relations, mergers and acquisitions, tax and audit at Conduent. Mr. Goodburn is a Chartered Global Management Accountant and a graduate of Kingston University in the UK, as well as a graduate of the GE Experienced Finance Leadership Program.

Mr. Krawitz has served as Executive Vice President, General Counsel and Secretary since November 2019. Mr. Krawitz is responsible for overseeing Conduent's global legal and enterprise risk functions, where he manages corporate governance, risk, ethics, privacy, contracting, government affairs, and all legal initiatives. Prior to joining Conduent, from June 2015 to November 2019, Mr. Krawitz was Executive Vice President, General Counsel and Corporate Secretary of insurance services firm York Risk Services Group, a portfolio company of Onex Corp. From 2014 to 2015, he was Chief Legal Officer of Veriteq Corp., a biotech company. From 1999 to 2014, Mr. Krawitz held leadership roles in public and private companies in the technology and finance sectors. Mr. Krawitz began his career at Fried Frank and earned his Bachelor of Arts in Economics and in Government from Cornell University and his Juris Doctor from Harvard Law School.

Mr. Marino joined Conduent in July 2025 as Chief Administrative Officer. Mr. Marino oversees key functions, including Human Resources, Marketing, Communications, and Procurement. Prior to Conduent, Mr. Marino was Chief Human Resources Officer for Fiserv from March 2015 to April 2025, Chief Human Resources Officer for the Guardian Life Insurance Company, an insurance company, from September 2014 to February 2015, Chief Human Resources Officer and General Manager for Bank of Tokyo Mitsubishi UFJ, a global financial services company, from January 2011 to September 2014, and Chief Human Resources Officer for Ally Financial Inc,, a bank holding company, from September 2007 to December 2010. Mr. Marino currently serves on the Board of Directors of Cypress Loan Servicing, LLC. He received his bachelor’s degree in business administration from Ohio University and recently received The Walter Center Legacy in Leadership Award.

Mr. Prout joined Conduent as Head of Information Technology in June of 2019. He was appointed Executive Vice President, Chief Information & Technology Officer in September 2019. Prior to joining Conduent, between 2005 and 2019, Mr. Prout served as Chief Technology Officer of Fiserv, as well as held several IT leadership positions at Fiserv. Prior to Fiserv, he served as CIO of Cendian Corporation. Mr. Prout has also held various leadership positions at United Parcel Service. Mr. Prout earned his Bachelor's degree in business management and programming from Southern Illinois University, Carbondale.