Xerox Holdings Corporation (XRX) entered an exchange support agreement for an offer covering approximately $174.0 million aggregate principal amount of its 5.500% Senior Notes due 2028, about 31.1% of outstanding principal. Under the proposed terms, each $1,000 principal amount exchanged would receive $690 principal amount of Xerox Corporation’s newly issued 10.250% Senior Secured First Lien Notes due 2030 and $60 in value of Holdings common stock, or, in limited circumstances, an additional $60 principal amount of new notes.
The exchange is expected to close on or about November 13, 2026, subject to limited conditions; the early exchange deadline is November 12, 2026. It is structured as a cashless exchange other than transaction expenses, and cash interest is expected to remain approximately neutral. Upon completion, overall debt principal is expected to fall by approximately $53 million, while $121 million of debt maturing in 2028 is expected to extend to 2030. The term-loan amendment was entered into but becomes operative only at settlement; it would add a negative covenant limiting the companies’ ability to permit certain entities to incur debt or issue equity. The companies also agreed to use commercially reasonable efforts to have Holdings file a resale registration statement for exchange shares on or before settlement.
Xerox Holdings Corp (XRX), reporting combined results with Xerox Corporation, recorded third-quarter 2026 revenue of $1.868 billion, down 4.7% year over year. GAAP net loss was $1.015 billion ($7.73 per share), including a $959 million non-cash goodwill impairment. Adjusted net income was $7 million ($0.02 per share), down $20 million year over year. Adjusted operating income rose to $124 million from $65 million, with a 6.6% margin, up 330 basis points. Operating cash flow was $30 million versus $116 million; free cash flow was $7 million versus $88 million.
Full-year 2026 guidance is approximately $7.6 billion in revenue, $450-$475 million in adjusted operating income and $50-$100 million in free cash flow; the adjusted operating income and free cash flow outlooks were reduced from $555-$605 million and $250 million, respectively. Management cited higher input costs, a weaker market outlook and lower IT Solutions profit, and announced suspension of common and preferred dividends. Xerox also announced an exchange of $174 million of 5.50% 2028 Senior Notes for $121 million of 10.25% 2030 Senior Secured Notes and $9 million in equity.
Xerox Holdings Corp (XRX) reports that Chief Revenue Officer Jacques-Edouard Gueden had 13,305 Restricted Stock Units vest on September 11, 2026. The vested RSUs were converted into 13,305 shares of common stock on a one-for-one basis, and 7,451 of those shares were withheld and disposed of to cover tax liability. Following the vesting, Gueden holds 656,479 Restricted Stock Units directly. No transactions were reported as made under a Rule 10b5-1 trading plan.
Xerox Holdings Corp (XRX) reported that Chief Accounting Officer William Twomey had 4,839 Restricted Stock Units vest and convert into an equal number of shares of common stock on September 11, 2026, under a previously granted equity award.
Of the vested amount, 2,083 shares of common stock were withheld and disposed of to cover tax liabilities at a price of $3.43 per share, and following the RSU vesting event Twomey held 141,389 Restricted Stock Units. The transactions were not made under a Rule 10b5-1 trading plan.
Xerox Holdings Corp (XRX) reports that Chief Executive Officer and director Louis Pastor had a tranche of restricted stock units vest and convert into common stock on September 11, 2026. An award of 19,655 restricted stock units vested and converted into an equal number of common shares on a one-for-one basis. Of these, 6,160 shares were withheld and disposed of to cover tax obligations, with the remainder effectively increasing his directly held common stock. Following the vesting event, Pastor held 1,493,519 restricted stock units directly. No transactions were reported as made under a Rule 10b5-1 trading plan.
Xerox Holdings Corp (XRX) reported that Chief Legal Officer and Corporate Secretary Colon Flor had 12,096 Restricted Stock Units vest on September 11, 2026, converting into an equal number of common shares. Of these, 4,361 shares were withheld and disposed of to cover tax liability, and Flor continues to hold 391,410 Restricted Stock Units. No transactions were reported under a Rule 10b5-1 trading plan.
Xerox Holdings Corp (XRX) is the subject of this Amendment No. 3 to a Schedule 13D filed by STARTEEPO SICAV a.s. and Frantisek Bostl, updating their ownership and intentions. The Fund reports beneficial ownership of 8,000,000 shares of common stock, or 6.09% of outstanding shares. Mr. Bostl reports beneficial ownership of 9,640,000 shares, or 7.34%, including 1,500,000 shares held directly and 140,000 shares underlying call options, plus the Fund’s 8,000,000 shares. The reporting persons state they purchased their position for an aggregate $23.15 million and believe Xerox stock is undervalued. On September 7, 2026, they sent an open letter to Xerox’s Board urging more detailed disclosure and a formal strategic review of Xerox Financial Services, including alternatives such as a joint venture, capital partnership, partial monetization, or sale.
Xerox Holdings Corporation reported stronger operating results for the quarter ended June 30, 2026. Revenue rose to $1.922 billion from $1.576 billion a year earlier, with broad-based growth across regions and product lines, particularly in equipment and supplies. The company generated net income of $13 million, compared with a net loss of $106 million in the prior-year quarter, and basic EPS improved to $0.07 from a loss of $0.87.
For the first six months, revenue reached $3.768 billion versus $3.033 billion, but Xerox still posted a net loss of $92 million, an improvement from a $196 million loss in 2025. Operating cash flow for the half was negative $107 million, similar to the prior year. The balance sheet shows total debt of $4.223 billion (short- and long‑term), while shareholders’ equity declined to $323 million, driven partly by accumulated other comprehensive loss.
Strategically, Xerox consolidated a new intellectual property joint venture, IPCo Holdings, recording $908 million of assets and $458 million of liabilities, and added about $450 million of term‑loan and Class A Unit financing tied to IP royalties. The company also recognized a $105 million cost-of-sales benefit from recoverable U.S. tariff refunds and realized gains of $95 million year‑to‑date from early debt redemptions, while incurring $68 million in restructuring and related costs as it integrates Lexmark and advances its Transformation program.
STARTEEPO Invest, investicni fond s promennym zakladnim kapitalem, a.s. and Frantisek Bostl report significant holdings of Xerox Holdings Corp common stock. The Fund beneficially owns 7,300,000 shares, representing 5.58% of the outstanding common stock based on 130,779,611 shares as of April 30, 2026.
Bostl is deemed to beneficially own 8,940,000 shares, or 6.84%, including 1,500,000 shares held directly and 140,000 shares underlying call options, plus shares held by the Fund over which he has certain roles but disclaims beneficial ownership beyond his pecuniary interest. The securities were acquired for an aggregate $21,021,403. The investors state they increased their position to engage more actively and constructively with Xerox’s management and board on long-term strategy, capital allocation priorities, and positioning in higher-growth IT and digital markets, and they may also discuss these topics with other shareholders.
Xerox Holdings Corporation and Xerox Corporation approved a new 2026–2028 Transformation Retention Award Plan effective July 1, 2026. The plan is a limited-duration cash program intended to retain key employees during the company’s multi-year transformation and supplements existing incentive plans.
Eligible participants include certain executive officers, senior leaders and other critical employees of the company and its subsidiaries, though the Chief Executive Officer and Chief Financial Officer are not expected to participate. Awards are cash-based and may be set as a fixed amount or as a percentage of base salary or target annual bonus, vesting in eight substantially equal quarterly installments over two years.
Vesting generally requires continued employment. Unvested installments are forfeited upon termination, except in specified cases related to a Change in Control, where the Compensation and Human Capital Committee may accelerate vesting or provide full vesting if employment is terminated without Cause or for Good Reason within 12 months following such a transaction.