Conduent Inc 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: _______to: _______ Commission File Number 001-37817 CONDUENT INCORPORATED (Exact Name of Registrant as specified in its charter)_________________________________________________ 81-2983623 (IRS Employer Identification No.)07932 100 Campus Drive,Suite 200,Florham Park,New Jersey(Address of principal executive offices) (844) 663-2638(Registrant’s telephone number, including area code)_________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesNo Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”“smallerreportingcompany”and"emerginggrowthcompany"inRule12b-2oftheExchangeAct. Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive- based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No The aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates as ofJune30, 2025 was $411,512,508. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latestpracticabledate: Common Stock,$0.01 par value DOCUMENTS INCORPORATED BY REFERENCE Part III of this Form 10-K incorporates by reference certain portions of the Registrant's Notice of 2026 Annual Meeting ofShareholders and Proxy Statement (to be filed with the Securities and Exchange Commission pursuant to Regulation 14Ano later than 120 days after the close of the fiscal year covered by this report on Form 10-K). FORWARD-LOOKING STATEMENTS From time to time, we and our representatives may provide information, whether orally or in writing, including certainstatements in this Annual Report on Form 10-K (the "Form 10-K"), and in any exhibits to this Form 10-K, which aredeemed to be "forward-looking" as defined in the Private Securities Litigation Reform Act of 1995 (the "Litigation ReformAct"). These forward-looking statements and other information are based on our beliefs as well as assumptions made byus using information currently available. The words “anticipate,” “believe,” “estimate,” “expect,” "plan," “intend,” “will,” "aim," “should,” "could," "forecast," "target,""may," "continue to," "endeavor," "if," "growing," "projected," "potential," "likely," "see ahead," "further," "going forward," "onthe horizon" and similar expressions (including the negative and plural forms of such words and phrases), as they relate tous, are intended to identify forward-looking statements, but the absence of these words does not mea