CNDT · Conduent Incorporated

Conduent Incorporated announced the sale of its Public Transit business to Modaxo for $164 million, a strategic move to simplify its portfolio and strengthen its balance sheet. The transaction, structured as an equity interest purchase, includes Conduent Transport Solutions, Inc. and certain non-U.S. subsidiaries. The purchase price is subject to customary adjustments for cash, net tangible assets, indebtedness, and transaction expenses. Holdbacks include $10 million for one year to cover NTA adjustments and indemnification, $12 million tied to customer target completion dates, and a holdback for representation and warranty policy retention. Closing is expected before the end of 2026, subject to regulatory approvals, third-party consents, and other customary conditions. Conduent retains its Tolling business, which processes over 14 million tolling transactions daily. Management highlighted the transaction as advancing the strategy to sharpen focus on core businesses and deliver long-term value. The press release (Exhibit 99.1) includes forward-looking statements regarding the expected closing and benefits.