Conduent Incorporated

Item 1.01. Entry into a Material Definitive Agreement. As previously announced on May 21, 2026, Conduent Incorporated ("Conduent"), by and through its wholly owned subsidiary, Conduent Business Services, LLC (“CBS” and together with Conduent, the "Company"), entered into an Equity Interest Purchase Agreement (the “Purchase Agreement”) with Modaxo USA Holdings, Inc. (“US Buyer”) and Modaxo France Holdings SAS (“French Buyer” and together with US Buyer, “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. and certain non‑U.S. subsidiaries that comprise the Company’s public transit and fare collection business on the terms and subject to the conditions set forth therein for $164 million (the “Transit Sale”). On September 30, 2026, CBS, Buyer and Modaxo Group, Inc. entered into the First Amendment to Equity Interest Purchase Agreement (the “Amendment”) to amend the Purchase Agreement to, among other things, (1) remove US Buyer as a party to the Purchase Agreement such that French Buyer is the sole Buyer under the Purchase Agreement, (2) provide for certain assets located in India and owned by Conduent Business Services India LLP to be sold to a subsidiary of French Buyer at a subsequent closing, subject to receipt of required regulatory approval in India, and (3) waive certain closing conditions related to certain governmental filings. All other material terms of the Purchase Agreement, which was previously filed by Conduent as Exhibit 2.3 to the Quarterly Report on Form 10-Q dated August 10, 2026, remain the same. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Report is incorporated by reference herein. On October 1, 2026, the Transit Sale was completed and the Company received $140 million from the Buyer in the form of cash consideration. At closing the Buyer retained (i) a $10 million purchase price holdback for a maximum of one year to secure net tangible asset related adjustments, (ii) a $12 million special holdback, the release of which is dependent upon certain target completion dates for a former customer and (iii) certain other closing adjustments of $2 million. In the fourth quarter of 2026, the Company will pay transaction costs of $3 million and income taxes of $7 million. In addition, $15 million in cash was transferred to the Buyer at close. Conduent intends to use the net proceeds received from the Transit Sale of $125 million for the repayment of the revolving credit facility based on the terms of the credit agreement. Other than in respect of the Purchase Agreement, the Amendment and the transition services arrangements entered into in connection with the Transit Sale, there is no material relationship between the Company and French Buyer.

Item 7.01. Regulation FD Disclosure On October 1, 2026, the Company issued a press release announcing the completion of the Transit Sale, a copy of which is furnished as Exhibit 99.1 hereto. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.