Conduent Inc. Files 8-K for Material Agreement

TL;DR

Conduent signed a big deal, check the 8-K for details.

AI Summary

Conduent Inc. entered into a material definitive agreement on August 26, 2025, related to a direct financial obligation or an off-balance sheet arrangement. The filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing indicates Conduent has entered into a significant financial agreement, which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• CONDUENT Inc (company) — Registrant
• August 26, 2025 (date) — Date of earliest event reported
• 100 Campus Drive, Suite 200, Florham Park, New Jersey 07932 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value CNDT NASDAQ Global Select Mar
• $357 m — olving credit facility to approximately $357 million, of which approximately $187 mill
• $187 million — ly $357 million, of which approximately $187 million will mature on August 26, 2028 and the
• $170 million — 6, 2028 and the remaining approximately $170 million will continue to mature on October 15,
• $93 million — facility in the amount of approximately $93 million (the "Performance Letter of Credit Faci

Filing Documents

• cndt-20250826.htm (8-K) — 33KB
• ex101-amend3.htm (EX-10.1) — 2466KB
• ex991-creditagreementexten.htm (EX-99.1) — 9KB
• cndt-20250826_g1.jpg (GRAPHIC) — 3KB
• conduentlogoa10.jpg (GRAPHIC) — 3KB
• 0001677703-25-000130.txt ( ) — 3050KB
• cndt-20250826.xsd (EX-101.SCH) — 2KB
• cndt-20250826_lab.xml (EX-101.LAB) — 22KB
• cndt-20250826_pre.xml (EX-101.PRE) — 13KB
• cndt-20250826_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On October 15, 2021, Conduent Incorporated (the "Company"), Conduent Business Services, LLC (the "Lead Borrower" or "CBS"), Conduent State & Local Solutions, Inc. ("CSLS"), Affiliated Computer Services International B.V. (the "Dutch Borrower" and, together with the Lead Borrower and CSLS, the "Borrowers") entered into a Credit Agreement with the other guarantors party thereto, Bank of America, N.A., as Administrative Agent and Collateral Agent (in such capacities, "the Administrative Agent"), and as a Swing Line Lender and an L/C Issuer and the lenders party thereto (as amended by Amendment No. 1 to Credit Agreement, dated as of May 9, 2023, and as amended by Amendment No. 2 to Credit Agreement, dated as of September 6, 2023, the "Existing Credit Agreement"). On August 26, 2025, the Company (as the parent guarantor), the Borrowers, the other guarantors party thereto, the Administrative Agent and the lenders and letter of credit issuers party thereto, entered into an amendment to the Existing Credit Agreement ("Amendment No. 3" and the Existing Credit Agreement as amended by Amendment No. 3, the "Credit Agreement") to amend the terms of the Existing Credit Agreement, to, among other things, (1) prepay in full the Term A Loans outstanding under the Existing Credit Agreement, (2) reduce the amount of the revolving credit facility to approximately $357 million, of which approximately $187 million will mature on August 26, 2028 and the remaining approximately $170 million will continue to mature on October 15, 2026 (as amended, the "Revolving Credit Facility"), (3) add a new performance letter of credit facility in the amount of approximately $93 million (the "Performance Letter of Credit Facility" and together with the Revolving Credit Facility, the "Credit Facilities"), which will mature on August 26, 2028 and (4) make certain other changes to the Existing Credit Agreement as set forth in Amendment No. 3. The Bo

03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth with respect to Amendment No. 3 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On August 27, 2025, the Company issued a press release announcing the completion of Amendment No. 3, 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Amendment No. 3 to the Credit Agreement, dated as of August 26, 2025, by and among Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Computer Services International B.V., Conduent Incorporated, the other guarantors party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer and the lenders party thereto. 99.1 Press Release, dated August 27, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this report to be signed on its behalf by the undersigned duly authorized. Date: August 27, 2025 CONDUENT INCORPORATED By: /s/ MICHAEL FISHERMAN Michael Fisherman Assistant Secretary

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View this 8-K filing on SEC EDGAR