Release – Conduent Announces Agreement to Sell Its Tolling Business to Quarterhill Inc. for $70 Million

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Conduent Bolsters Financial Position Tolling Agreement Follows Recently Announced Agreement to Sell Its Public Transit Business

June 30, 2026

Corporate Transportation

Conduent Will Also Receive a 7% Interest in Quarterhill Inc.

Conduent Bolsters Financial Position

Tolling Agreement Follows Recently Announced Agreement to Sell Its Public Transit Business

FLORHAM PARK, N.J., June 30, 2026 — Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services provider, today announced that it has entered into a definitive agreement to sell its Tolling business (a division of Conduent Transportation) to Quarterhill Inc. (TSX: QTRH) (OTCQX: QTRHF), a leading global provider of intelligent transportation system solutions.

The sale has a purchase price of $70 million in cash, and Quarterhill will assume most liabilities associated with the business, including all surety bond obligations, further improving Conduent’s financial profile. The structure of the transaction enhances Conduent’s financial flexibility and reduces exposure to non-core obligations.

The transaction is expected to close before the end of 2026.

This agreement follows a separate transaction, announced in May, to sell the Public Transit business, also part of Conduent’s Transportation division, which is similarly expected to close before the end of 2026.

Together, these transactions simplify Conduent’s portfolio and increase focus on its core businesses, enhancing the predictability and durability of Conduent’s earnings profile.

“This Tolling transaction, alongside the previously announced Public Transit agreement, advances our strategy to simplify our portfolio, sharpen focus on our core businesses, and strengthen our financial foundation,” said Harsha V. Agadi, Conduent President and Chief Executive Officer. “We are continuing our strategic journey to enhance long-term value creation, including simplifying our business, strengthening the balance sheet, and increasing sustainable free cash flow.

“With more than four decades of experience in tolling, Quarterhill is extremely well positioned to support the Conduent Tolling team and its clients. As we move toward closing, we remain committed to delivering outstanding quality and performance for all Transportation clients while ensuring smooth transitions for both clients and associates.”

As part of the transaction, Conduent will also receive a 7% interest in Quarterhill Inc. along with registration rights and board observer rights, providing potential upside participation in future value creation.

With operations in the United States and United Kingdom, Conduent’s Tolling business provides mission‑critical technology that enables all‑electronic tolling, roadside and back‑office processing, image review, violation enforcement, and analytics. It supports more than 14 million tolling transactions per day.

Additional details of the transaction are outlined in Conduent’s 8-K filed with the U.S. Securities and Exchange Commission (SEC) today.

About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 48,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com.

About Quarterhill
Quarterhill is a global leader in the Intelligent Transportation System (ITS) industry, advancing mobility through smart infrastructure solutions that reduce congestion, improve roadway safety, and create more sustainable travel. Each year, Quarterhill’s platforms process billions of transactions, perform compliance and safety inspections on millions of commercial vehicles, and enable transportation agencies worldwide to optimize thousands of lanes of traffic to improve travel for everyone. Leveraging advanced artificial intelligence and machine learning technologies, Quarterhill’s platform delivers automation and predictive insight to help agencies manage transportation networks more efficiently. By working in close partnership with governments, communities, and industry leaders, Quarterhill is building today’s connected roadways while shaping the next generation of intelligent, resilient mobility. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF. Learn more at www.quarterhill.com.

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Media Contacts

Remy Kaul

Conduent

[email protected]

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