Xerox Holdings: Up to 3.87M shares in resale offering

Available on EDGAR 11/13/2026 - 04:11 PM EST Accepted by SEC EDGAR 11/13/2026 - 04:10 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Xerox Holdings Corporation (XRX) registered up to 3,872,062 common shares for resale by selling stockholders through a shelf registration. Xerox will receive no proceeds from these resales. The selling stockholders may sell all, some or none of their shares, independently choosing the timing, manner and size of sales; permitted methods include sales on a stock exchange, other market or trading facility, and private transactions. The table lists up to 926,962 shares that entities affiliated with Millennium Management LLC may offer for resale.

The shares arose from a November 13, 2026 exchange of Xerox’s 5.500% Senior Notes due 2028. Participating holders exchanged those notes for newly issued 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030 from Xerox Corporation, cash for accrued and unpaid interest, and XRX common shares. Holders unable to hold equity under restrictions in their organizational documents could receive additional principal of the new notes instead. Xerox said the registration fulfills obligations under the exchange agreements.

Filing Explained

Beyond the resales already described, Xerox is obligated to pay registration expenses, including reasonable, documented fees for selling holders’ counsel, and to indemnify sellers for material misstatements or omissions attributable to Xerox; sellers reciprocally indemnify Xerox for those attributable to them.

Key Figures

Common shares registered for resale: 3,872,062 shares Maximum resale shares for entities affiliated with Millennium Management LLC: 926,962 shares Common shares outstanding: 137,080,815 shares +3 more

6 metrics

Common shares registered for resale 3,872,062 shares Aggregate amount under the prospectus.

Maximum resale shares for entities affiliated with Millennium Management LLC 926,962 shares Amount listed as available for resale by those entities.

Common shares outstanding 137,080,815 shares As of October 30, 2026, after giving effect to the Exchange Issuance.

Last reported sale price $1.02 per share November 11, 2026.

New notes coupon 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030 issued by Xerox Corporation in the exchange.

Exchanged notes coupon 5.500% Senior Notes due 2028 exchanged by participating holders.

Key Terms

shelf registration, Exchange Support Agreement, beneficial ownership, Senior Secured First Lien Notes

4 terms

shelf registration financial

"utilizing a shelf registration process"

Shelf registration is when a company gets permission ahead of time to sell new stocks or bonds over a period of time instead of all at once. It matters to investors because it lets a company raise money quickly when needed, but it can also change the value of existing shares if many new ones are sold.

Exchange Support Agreement financial

"entered into an exchange support agreement"

beneficial ownership financial

"sets forth the beneficial ownership of our common stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Senior Secured First Lien Notes financial

"10.250% Senior Secured First Lien Notes (2026 Issue) due 2030"

Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.

Offering Details

secondary · 3,872,062 shares

Offering

Offering Type secondary

Securities Offered Common stock

Offering Amount 3,872,062 shares

Use of Proceeds Xerox will not receive proceeds from sales by the selling stockholders.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many XRX shares are registered for resale?

Xerox registered up to 3,872,062 common shares for resale by selling stockholders, and Xerox will receive no proceeds from their sales. The selling stockholders may offer some, all or none of the registered shares.

What could an XRX noteholder receive instead of shares in the exchange?

An exchanging holder unable to hold equity because of prohibitions or limitations in its organizational documents could receive an additional principal amount of the new notes instead of shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

Filed Pursuant to Rule 424(b)(2),
Registration No. 333-299708.

XEROX HOLDINGS CORPORATION

3,872,062 shares of Common Stock

The selling stockholders named in this prospectus (the “selling stockholders”) may offer and sell, from time to time, up to an aggregate of 3,872,062 shares of our common stock, par value $1.00 per share (the “common stock”).

We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders. The selling stockholders from time to time may offer and sell the shares held by them directly or through agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. For more information, see “Plan of Distribution.”

Xerox Holdings Corporation’s common stock is listed on the Nasdaq Global Select Market under the symbol “XRX.” On November 11, 2026, the last reported sales price for our common stock was $1.02 per share.

Investing in the offered securities involves risks. See “Risk Factors” beginning on page 4 and carefully consider the discussion of risk and uncertainties described in any applicable prospectus supplement and in the documents we incorporate by reference.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus or any applicable prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 13, 2026

Table of Contents

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS			1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			2
ABOUT THE COMPANY			3
RISK FACTORS			4
USE OF PROCEEDS			5
SELLING STOCKHOLDERS			6
DESCRIPTION OF COMMON STOCK			10
PLAN OF DISTRIBUTION			11
VALIDITY OF THE SECURITIES			14
EXPERTS			14
WHERE YOU CAN FIND MORE INFORMATION			15

Neither we nor the selling stockholders are responsible for the information contained and incorporated by reference in this prospectus. Neither we nor the selling stockholders have authorized anyone to give you any other information, and we nor the selling stockholders take responsibility for any other information that others may give you. The selling stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the document containing the information.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, the selling stockholders may periodically sell up to an aggregate of 3,872,062 shares of our common stock in one or more offerings.

This prospectus provides a general description of our common stock that the selling stockholders may offer. Each time the selling stockholders offer and sell securities, we may provide a prospectus supplement that will contain specific information about the terms of that offering. We may also provide a prospectus supplement to add information to, or update or change information contained in, this prospectus. To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement-the statement in the later-dated document modifies or supersedes the earlier statement.

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholders will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. The market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.

Before making your investment decision, you should carefully read:

• this prospectus;

• any applicable prospectus supplement, which (a) explains the specific terms of the securities being offered and (b) updates and changes information in this prospectus to the extent required; and

• the documents referred to in “Where You Can Find More Information” on page 13 of this prospectus for information about us, including our financial statements.

References to “we,” “us,” “our,” “Xerox” or the “Company” refer to Xerox Holdings Corporation and its consolidated subsidiaries, unless the context otherwise requires.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain statements which are not historical facts, including statements relating to the Company’s outlook, that are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” “could,” “can,” “targeting,” “projecting,” “driving,” “future,” “plan,” “predict,” “may” or words of similar meaning and include, but are not limited to, statements regarding the outlook for our future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.

Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in “Item 1A. Risk Factors” in Part I of Xerox Holdings Corporation’s and Xerox Corporation’s most recent combined Annual Report on Form 10-K, or any updates under the caption “Item 1A. Risk Factors” in Part II of Xerox Holdings Corporation’s and Xerox Corporation’s most recent combined Quarterly Report on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus. All forward-looking statements are qualified by these cautionary statements and speak only as of the date they are made. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

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ABOUT THE COMPANY

Xerox is a workplace technology company, building and integrating services-led, software-enabled, workplace solutions for enterprises large and small. As customers seek to manage information and document workflows across digital and physical platforms, we deliver a seamless, secure, and sustainable experience. Whether inventing the copier, the Ethernet, the laser printer or more, Xerox has long defined the modern work experience and continues to do so with investments in IT infrastructure, artificial intelligence (AI), Internet of Things (IoT), intelligent document processing (IDP), robotic process automation (RPA) and other technologies that enable Xerox to deliver essential products and services to address the productivity challenges of a hybrid workplace and distributed workforce.

Xerox serves customers globally in North America, Europe, Latin America, Brazil, Asia Pacific (APAC), the Middle East, Africa, and India. This geographic span allows Xerox to deliver its technology and solutions to customers of all sizes, regardless of complexity or number of customer locations.

Xerox Holdings Corporation is a New York corporation, organized in 2019, with its principal executive offices located at 401 Merritt 7, Norwalk, Connecticut 06851-1059. Our telephone number is (203) 849-5216.

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RISK FACTORS

Investment in the common stock involves risks. Before deciding to invest in our securities, you should carefully consider the risk factors incorporated into this prospectus by reference to Xerox Holdings Corporation’s and Xerox Corporation’s most recent combined Annual Report on Form 10-K and most recent combined Quarterly Report on Form 10-Q, and the other information contained in this prospectus, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and risk factors and other information contained in any applicable prospectus supplement before acquiring any of our securities. For a description of these reports and documents, and information about where you can find them, see the section of this prospectus entitled “Where You Can Find More Information.” The occurrence of any of the events described in the risk factors might cause you to lose all or part of your investment in our securities. Please also refer to the section above entitled “Cautionary Statement Regarding Forward-Looking Statements.”

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USE OF PROCEEDS

We will not receive any proceeds from the sale of our common stock by the selling stockholders.

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SELLING STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock by the selling stockholders as of the date of this prospectus, after giving effect to the Exchange Issuance.

On October 29, 2026, Xerox entered into an exchange support agreement (the “Exchange Support Agreement”), by and among Xerox, Xerox Corporation, a New York corporation (“Xerox Corp”), the subsidiary guarantors party thereto and certain holders (the “Exchanging Holders”) of Xerox’s 5.500% Senior Notes due 2028 (the “2028 Notes”). Pursuant to the Exchange Support Agreement, and upon the terms and subject to the conditions therein, Xerox, Xerox Corp and the subsidiary guarantors party thereto entered into an exchange agreement (the “Exchange Agreements”) with the Exchanging Holders on November 13, 2026, pursuant to which the Exchanging Holders exchanged their 2028 Notes for (i) 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030 newly issued by Xerox Corp, (ii) cash in respect of accrued and unpaid interest on the 2028 Notes and (iii) shares of common stock (such issuance, the “Exchange Issuance”) or, in the case of any Exchanging Holder that is not able to hold equity due to prohibitions or limitations set forth in its constating or organizational documentation, an additional principal amount of such new notes.

We are registering the offer and sale of the common stock to satisfy our obligations pursuant to the Exchange Support Agreement and the Exchange Agreements, under which we have agreed to file a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), registering the resale of such common stock. The foregoing summary and description of the Exchange Support Agreement and the Exchange Agreements do not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exchange Support Agreement (including a copy of the form of Exchange Agreement attached as Exhibit B thereto), a copy of which is filed as Exhibit 10.1 to the registration statement of which this prospectus forms a part, and is incorporated herein by reference.

The percentage ownership information shown in the table is based upon 137,080,815 shares of common stock outstanding as of October 30, 2026, after giving effect to the Exchange Issuance. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

The following table also provides the maximum number of shares of our common stock that may be offered by the selling stockholders pursuant to this prospectus and the number of shares of our common stock that will be beneficially owned by the selling stockholders after such an offering, assuming the sale of all of the offered shares.

The selling stockholders reserve the right to accept or reject, in whole or in part, any proposed sale of shares. The selling stockholders may also offer and sell less than the number of shares indicated or no shares. The selling stockholders are not making any representation that any shares covered by this prospectus will or will not be offered for sale. Information about each selling stockholder may change over time.

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		Shares of Common Stock Beneficially Owned								Shares of Common Stock that May be Offered for Resale				Shares of Common Stock Beneficially Owned After the Sale of the Maximum Number of Shares of Common Stock
Name		Number of Shares				Percent of Common Stock Outstanding								Number of Shares				Percent of Common Stock Outstanding
20UGS (UCITS) Funds - TCW Unconstrained Plus Bond Strategy(1)			632				*				632				—				—
Algebris UCITS Funds plc - Algebris Global Credit Opportunities Fund(2)			222,101				*				222,101				—				—
Alphanatics Master Fund Limited(3)			15,443				*				15,443				—				—
BofA Securities, Inc.(4)			24,177				*				24,177				—				—
Converium Capital Master Fund LP(5)			248,607				*				248,607				—				—
Converium PGEQ Multi-strategy Fund L.P.(5)			12,658				*				12,658				—				—
CoRe Series - Global Macro Credit FAM Fund(2)			55,518				*				55,518				—				—
HG Vora Special Opportunities Master Fund II, Ltd.(6)			303,797				*				303,797				—				—
Entities affiliated with Millennium Management LLC(7)			3,518,225				2.56	%			926,962				2,591,263				1.89	%
Multi-Manager Alternative Strategies Fund(8)			1,265				*				1,265				—				—
Pictet Alt - Distressed & Special Situations(9)			68,000				*				68,000				—				—
Pictet TR - Diversified Alpha(10)			43,139				*				43,139				—				—
Rokos Global Macro Investments 2 Limited(11)			1,075,949				*				1,075,949				—				—
Silver Point Capital Fund, L.P.(12)			36,708				*				36,708				—				—
Silver Point Capital Offshore Master Fund, L.P.(12)			115,189				*				115,189				—				—
Stadium I L.P.(13)			164,556				*				164,556				—				—
TCW Flexible Income ETF(14)			32,911				*				32,911				—				—
TCW Funds - TCW Global Income Fund(15)			632				*				632				—				—
TCW Funds - TCW Global Multi Asset Opportunities Fund(16)			379				*				379				—				—
TCW Funds - TCW Multi-Sector Fixed Income Fund(17)			5,063				*				5,063				—				—
TCW High Yield Bond ETF(18)			632				*				632				—				—
TCW MetWest High Yield Bond Fund(19)			8,607				*				8,607				—				—
TCW MetWest Strategic Income Fund(20)			506				*				506				—				—
TCW MetWest Unconstrained Bond Fund(21)			18,987				*				18,987				—				—
TCW Multisector Credit Income ETF(22)			886				*				886				—				—
Whitebox GT Fund, LP(23)			13,645				*				13,645				—				—
Whitebox Multi-Strategy Partners, LP(23)			164,911				*				164,911				—				—
Whitebox Relative Value Partners, LP(23)			310,202				*				310,202				—				—

* Less than 1%.

(1) 20UGS (UCITS) Funds - TCW Unconstrained Plus Bond Strategy is an Undertaking for Collective Investment in Transferable Securities (UCITS). TCW Investment Management Company LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 16 Rue Jean-Pierre Brasseur, L-1258 Luxembourg.

(2) Algebris (UK) Limited acts as investment manager to Algebris UCITS Funds plc – Algebris Global Credit Opportunities Fund and CoRe Series – Global Macro Credit FAM Fund. The ultimate beneficial owner of Algebris (UK) Limited is Davide Serra, with an indirect shareholding of 90.35% and 100% of the voting rights. The address of each of Algebris UCITS Funds plc – Algebris Global Credit Opportunities Fund and CoRe Series – Global Macro Credit FAM Fund is 1st Floor, 11 Waterloo Place, London, SW1Y 4AU, United Kingdom.

(3) The selling stockholder is a Cayman Islands exempted company governed by its own board of directors, which has delegated investment and voting authority over the shares of common stock held by the selling stockholder to Pictet Asset Management Limited as investment manager. Galia Velimukhametova, Till Heimlich, Ide Kearney and Vasant Mehta, investment managers of Pictet Asset Management Limited, share voting and dispositive power over such shares. Each of Pictet Asset Management Limited and the named individuals disclaims beneficial ownership of the shares except to the extent of its or their pecuniary interest therein. The registered address of the selling stockholder is c/o Appleby Corporate Services (Cayman) Limited, PO Box 1350, 75 Fort Street, George Town, KY1-1104.

(4) BofA Securities, Inc.’s beneficial ownership listed herein represents solely beneficial interests of its US Special Situations – Distressed Group and not any other unit, group, division, line of business of BofA Securities, Inc. or any of its affiliates or subsidiaries. The address of BofA Securities, Inc. is Bank of America Tower, One Bryant Park, New York, NY 10036.

(5) Includes (a) 248,607 shares held by Converium Capital Master Fund LP, and (b) 12,658 shares held by Converium PGEQ Multi-strategy Fund L.P. Converium Capital Inc. serves as the investment manager to, and may be deemed to have voting and dispositive power over the securities held by, Converium Capital Master Fund LP and by Converium PGEQ Multi-strategy Fund L.P. Converium Capital Inc. is controlled by Aaron Stern and each of them may also be deemed to have voting and dispositive power over such shares. Each of Converium Capital Inc. and Mr. Stern disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein. The mailing address for Converium Capital Inc. is 1250, boul. René-Lévesque Ouest, Suite 4030, Montréal, Québec, H3B 4W8, Canada.

(6) HG Vora Capital Management, LLC is the investment adviser to, and may be deemed to have voting and dispositive power of the securities held by, HG Vora Special Opportunities Master Fund II, Ltd. Parag Vora is the manager of HG Vora Capital Management, LLC. The mailing address for this entity and the individual discussed in this footnote is 330 Madison Avenue, 21st Floor, New York, NY 10017.

(7) As of the close of business on October 23, 2026: (i) Integrated Core Strategies (US) LLC (an affiliate of the selling stockholder) beneficially owned 210,338 shares of the Company’s common stock, par value $1 per share (“Common Stock”) as it held warrants to purchase 210,338 shares of the Company’s Common Stock; (ii) ICS Opportunities, Ltd. (an affiliate of the selling stockholder) beneficially owned 1,928,534 shares of the Company’s Common Stock as it held warrants to purchase 1,928,534 shares of the Company’s Common Stock; (iii) Integrated Assets II LLC (an affiliate of the selling stockholder) beneficially owned 156,922 shares of the Company’s Common Stock; and (iv) Integrated Assets, Ltd. (an affiliate of the selling stockholder) beneficially owned an aggregate of 295,469 shares of the Company’s Common Stock (consisting of: (a) 260,945 shares of the Company’s Common Stock, and (b) warrants to purchase 34,524 shares of the Company’s Common Stock). Integrated Core Strategies (US) LLC, ICS Opportunities, Ltd., Integrated Assets II LLC and Integrated Assets, Ltd. are affiliates of Millennium CMM, Ltd. (the selling stockholder). The securities listed above may be deemed to be beneficially owned by

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Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander (“Mr. Englander”) and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of  Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to the beneficial ownership of the securities held by such entities. The address for Millennium CMM, Ltd. is c/o Millennium Management LLC, 399 Park Avenue, New York, New York 10022.

(8) Multi-Manager Alternative Strategies Fund is a registered investment company. TCW Investment Management Company LLC serves as its investment sub-adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, Steven Purdy, Group Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 225 Franklin Street, Boston, MA 02110.

(9) The selling stockholder is a compartment of Pictet Alt, an investment company with variable capital – reserved alternative investment fund (SICAV-RAIF) incorporated under Luxembourg law in accordance with the provisions of 23 July 2016 relating to reserved alternative investment funds in Luxembourg governed by its own board of directors, which has delegated investment and voting authority over the shares of common stock held by the selling stockholder to Pictet Asset Management Limited as investment manager. Galia Velimukhametova, Till Heimlich, Ide Kearney and Vasant Mehta, investment managers of Pictet Asset Management Limited, share voting and dispositive power over such shares. Each of Pictet Asset Management Limited and the named individuals disclaims beneficial ownership of the shares except to the extent of its or their pecuniary interest therein. The registered address of the selling stockholder is 15, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

(10) The selling stockholder is a compartment of Pictet TR, an open-ended investment company (SICAV) incorporated under Luxembourg law in accordance with the provisions of Part I of the law of 17 December 2010 governing undertakings for collective investment in Luxembourg governed by its own board of directors, which has delegated investment and voting authority over the shares of common stock held by the selling stockholder to Pictet Asset Management Limited as investment manager. Galia Velimukhametova, Till Heimlich, Ide Kearney and Vasant Mehta, investment managers of Pictet Asset Management Limited, share voting and dispositive power over such shares. Each of Pictet Asset Management Limited and the named individuals disclaims beneficial ownership of the shares except to the extent of its or their pecuniary interest therein. The registered address of the selling stockholder is 15, Avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

(11) Shares of Common Stock directly held by Rokos Global Macro Investments 2 Limited, a fund advised by Rokos Capital Management (US) LP (“RCM”) as its investment adviser. Chris Rokos is the ultimate beneficial owner of RCM. The address of RCM is 645 Fifth Avenue, New York, NY 10022.

(12) Silver Point Capital, L.P. (“Silver Point”) or its wholly owned subsidiaries are the investment managers of Silver Point Capital Fund, L.P. and Silver Point Capital Offshore Master Fund, L.P., (the “Silver Point Funds”) and, by reason of such status, may be deemed to be the beneficial owner of all the reported securities held by the Silver Point Funds. Silver Point Capital Management, LLC (“Silver Point Management”) is the general partner of Silver Point and as a result may be deemed to be the beneficial owner of all securities held by the Silver Point Funds. Messrs. Edward A. Mule and Robert J. O’Shea are each members of management and as a result may be deemed to be the beneficial owner of all of the securities held by the Silver Point Funds. Messrs. Mule and O’Shea disclaim beneficial ownership of the reported securities held by Silver Point Funds except to the extent of their pecuniary interests. The address of each of the Silver Point Funds is 2 Greenwich Plaza, Suite 1, Greenwich, CT 06830.

(13) Reflects securities held directly by Stadium I L.P. (the “Stadium Fund”). Blackstone Alternative Solutions L.L.C. is the investment manager of the Stadium Fund. Blackstone Holdings I L.P. is the sole member of Blackstone Alternative Solutions L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings I L.P. Blackstone Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Series II preferred stock of Blackstone Inc. Blackstone Group Management L.L.C. is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the securities beneficially owned by the Stadium Fund directly or indirectly controlled by it or him, but each (other than the Stadium Fund to the extent of its direct holdings) disclaims beneficial ownership of such securities. The address of each of the entities listed in this footnote is c/o Blackstone Inc., 345 Park Avenue, New York, New York 10154.

(14) TCW Flexible Income ETF is a registered investment company. TCW Investment Management Company LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 515 S. Flower Street, Los Angeles, CA 90071.

(15) TCW Funds - TCW Global Income Fund is an Undertaking for Collective Investment in Transferable Securities (UCITS). TCW Investment Management Company LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 3 Rue Jean Piret, L-2350 Luxembourg.

(16) TCW Funds - TCW Global Multi Asset Opportunities Fund is an Undertaking for Collective Investment in Transferable Securities (UCITS). TCW Investment Management Company LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 3 Rue Jean Piret, L-2350 Luxembourg.

(17) TCW Funds - Multi-Sector Fixed Income Fund is an Undertaking for Collective Investment in Transferable Securities (UCITS). TCW Investment Management Company LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, Steven Purdy, Group Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 3 Rue Jean Piret, L-2350 Luxembourg.

(18) TCW High Yield Bond ETF is a registered investment company. TCW Investment Management Company LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, Steven Purdy, Group Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 515 S. Flower Street, Los Angeles, CA 90071.

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(19) TCW MetWest High Yield Bond Fund is a registered investment company. Metropolitan West Asset Management LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Jerry Cudzil, Group Managing Director, Steven Purdy, Group Managing Director, Brian Gelfand, Managing Director, of Metropolitan West Asset Management LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 515 S. Flower Street, Los Angeles, CA 90071.

(20) TCW MetWest Strategic Income Fund is a registered investment company. Metropolitan West Asset Management LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, of Metropolitan West Asset Management LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 515 S. Flower Street, Los Angeles, CA 90071.

(21) TCW MetWest Unconstrained Bond Fund is a registered investment company. Metropolitan West Asset Management LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Bryan Whalen, Group Managing Director, Jerry Cudzil, Group Managing Director, Ruben Hovhannisyan, Group Managing Director, of Metropolitan West Asset Management LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 515 S. Flower Street, Los Angeles, CA 90071.

(22) TCW Multisector Credit Income ETF is a registered investment company. TCW Investment Management Company LLC serves as its investment adviser and may be deemed to beneficially own the securities held by the fund. Jerry Cudzil, Group Managing Director, Steven Purdy, Group Managing Director, David Robbins, Group Managing Director, Brian Gelfand, Managing Director, Christopher Hays, Managing Director, of TCW Investment Management Company LLC, have voting and investment power over such securities. Each of the foregoing disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The address of the fund is 515 S. Flower Street, Los Angeles, CA 90071.

(23) Whitebox Advisors LLC (“WBA”) is the investment manager of (i) Whitebox Multi-Strategy Partners, L.P., (ii) Whitebox Relative Value Partners, L.P., (iii) Whitebox GT Fund, LP (collectively, the “Whitebox Funds”) and may be deemed to have shared voting and dispositive power over the securities held by the Whitebox Funds. WBA is managed by a committee of members including Robert Vogel, Jacob Mercer, Nick Stukas, Brian Lutz, and Paul Roos, and Blue Owl GP Stakes II (A), LP, a non-voting member, who may also be deemed to share such power. Each of WBA, Blue Owl GP Stakes II (A), LP, and the aforementioned individuals disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interest therein. The business address of WBA and the Whitebox Funds is 3033 Excelsior Blvd., Suite 500, Minneapolis, MN 55416.

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DESCRIPTION OF COMMON STOCK

As of the date of this prospectus, Xerox had one class of securities registered pursuant to Section 12 of the Exchange Act: common stock, par value $1.00 per share (the “Common Stock”). The following summary of the terms of the Common Stock is not meant to be complete and is qualified by reference to the relevant provisions of New York law and the Restated Certificate of Incorporation (the “Charter”) and Amended and Restated By-Laws (the “Bylaws”) of Xerox.

Dividend Rights and Restrictions

Holders of Common Stock are entitled to dividends as and when declared by the board of directors of Xerox out of the net assets legally available therefor. All shares of Common Stock are entitled to participate equally in such dividends. There are no restrictions on the payment of dividends or purchase or redemption of Common Stock under the Charter or the Bylaws, provided that all dividends for past periods and the dividends for the current quarter on any outstanding preferred stock and retirement, purchase or sinking fund requirements thereon, if any, will have been paid or provided for.

Voting Rights

Each share of Common Stock is entitled to one vote per share subject to the right of the holders of any outstanding preferred stock, if six quarterly dividends (whether or not consecutive) thereon are in default, to elect, voting as a class, two additional members to Xerox’s board of directors, which right continues until the default is cured. In addition, the separate vote or consent of the holders of outstanding preferred stock is required to authorize certain corporate action.

Liquidation Rights

Holders of Common Stock are entitled to receive Xerox’s net assets, on a pro-rata basis, upon the dissolution, liquidation or winding up of Xerox, after the payment in full of all preferential amounts to which the holders of any then-outstanding shares of preferred stock shall be entitled.

Preemptive Rights

Holders of Common Stock do not possess preemptive rights or subscription rights to any additional issues of any class of the capital stock or any of Xerox’s other securities.

Liability to Further Calls or Assessments

Based on the advice of counsel, all the issued and outstanding Common Stock is fully paid and non-assessable.

Transfer Agent and Registrar

The transfer agent and registrar for the Common Stock is Computershare Trust Company, N.A., and any successor appointed in such capacity.

Listing

The Common Stock is listed and traded on the Nasdaq Global Select Market under the symbol “XRX.”

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PLAN OF DISTRIBUTION

We are registering the common stock on behalf of the selling stockholders pursuant to the terms of the Exchange Agreements.

The selling stockholders may from time to time offer some or all of the shares of common stock covered by this prospectus. To the extent required, this prospectus may be amended and supplemented from time to time to describe a specific plan of distribution.

The selling stockholders may offer the common stock from time to time, either in increments or in a single transaction. Each selling stockholder may also decide not to sell all the shares such selling stockholder is allowed to sell under this prospectus. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.

The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at varying prices determined at the time of sale, at fixed prices or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares of common stock:

• purchases by dealers and agents who may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or the purchasers of the shares of common stock;

• ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

• non-marketed block trades in which a broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• privately negotiated transactions;

• settlement of short sales, or transactions to cover short sales relating to the common stock;

• through distribution by a selling stockholder to its members, general or limited partners or shareholders (or their respective members, general or limited partners or shareholders);

• writing of options, whether the options are listed on an options exchange or otherwise;

• agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share;

• through trading plans entered into by the selling stockholders pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;

• directly to purchasers, including through a specific bidding, auction or other process;

• on any national securities exchange or quotation service on which the common stock may be listed or quoted at the time of sale, including Nasdaq;

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• in the over-the-counter market;

• in transactions otherwise than on such exchanges or services or in the over-the-counter market;

• any other method permitted by applicable law; or

• a combination of any such methods of sale.

The selling stockholders may, from time to time, enter into option or other types of transactions that require the selling stockholders to deliver common stock to a broker-dealer or any other person, who will then resell or transfer the common stock under this prospectus.

The selling stockholders may also sell shares under any available exemption to the registration requirements of the Securities Act, including but not limited to Rule 144 under the Securities Act, rather than under this prospectus.

The selling stockholders may enter into sale, forward sale and derivative transactions with third parties, or may sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with those sale, forward sale or derivative transactions, the third parties may sell shares of common stock covered by this prospectus, including by issuing securities that are not covered by this prospectus but are exchangeable for or represent beneficial interests in shares of common stock. The third parties also may use shares received under those sale, forward sale or derivative arrangements or shares borrowed from the selling stockholders or others to settle such third-party sales or to close out any related open borrowings of shares of common stock. The third parties may deliver this prospectus in connection with any such transactions. Any third party in such sale transactions may be deemed to be “underwriters” within the meaning of the Securities Act and will be identified in a supplement to this prospectus or post-effective amendment to the registration statement of which this prospectus is a part as may be required.

Resales by the selling stockholders may be made directly to investors or through securities firms acting as brokers or dealers. Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. When resales are to be made through a securities firm, the securities firm may be engaged to act as the selling stockholder’s agent in the resale of common stock by the selling stockholders, or the securities firm may purchase common stock from the selling stockholders as principal and thereafter resell those shares from time to time. Securities firms may, to the extent permissible, also engage in crosses, which are transactions where the same securities firm acts as an agent for both sides of a transaction. Securities firms may, to the extent permissible, receive compensation in the form of commissions, concessions or discounts from the selling stockholders or the purchaser, either as agent of such purchaser or in a sale to such purchaser as principal in amounts to be negotiated. Such compensation may be in excess of customary commissions, concessions or discounts and will be in amounts to be negotiated in connection with such resales.

The selling stockholders may, from time to time, pledge or grant a security interest in some shares of common stock owned by them and, if any selling stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such shares of common stock, from time to time, under this prospectus, or under an amendment or supplement to this prospectus amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer shares of common stock in other circumstances, in which case the permitted transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders may elect to make an in-kind distribution of common stock to their members, partners or shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that such members, partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely tradable shares of common stock pursuant to the distribution through this prospectus.

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To the extent necessary, the specific terms of the offering of the shares of common stock, including the number of shares being offered, the name of the selling stockholders, the respective purchase prices and public offering prices, the names of any broker-dealer or agent, if any, and any applicable compensation in the form of discounts, concessions or commissions paid to agents or paid or allowed to dealers will be set forth in a supplement to this prospectus or a post-effective amendment to the registration statement of which this prospectus forms a part.

Any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any compensation received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and other compensation, if any, that can be attributed to the sale of shares of common stock sold hereunder will be paid by the selling stockholders and/or the purchasers.

We are required pursuant to the Exchange Agreements to pay all fees and expenses incident to the registration of the shares (including the reasonable and documented fees and disbursements of counsel to the selling stockholders), but we will not receive any proceeds from the sale of the common stock sold pursuant to this prospectus. The Exchange Agreement contains customary cross-indemnification provisions, under which we are obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and the selling stockholders are obligated to indemnify us for material misstatements or omissions attributable to it.

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VALIDITY OF THE SECURITIES

The validity of the securities described in this prospectus will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Additional legal matters may be passed on for us, or any dealers or agents, by counsel we will name in the applicable prospectus supplement.

EXPERTS

The financial statements of Xerox Holdings Corporation and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of Xerox Holdings Corporation for the year ended December 31, 2025 have been so incorporated in reliance on the report (which contains a paragraph relating to the effectiveness of internal control over financial reporting due to the exclusion of Lexmark International II, LLC because it was acquired by the Company in a purchase business combination during 2025) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of Lexmark International II, LLC as of and for the years ended December 31, 2024 and 2023 incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the report of BDO USA, P.C., independent auditors, given on the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. Please note that the SEC’s website is included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on the SEC’s website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus, except as described in the following paragraph.

We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by reference in a furnished Current Report on Form 8-K or other furnished document:

• our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 17, 2026;

• the portions of the Definitive Proxy Statement on Schedule 14A for the 2026 annual meeting of stockholders, filed with the SEC on April 7, 2026, that are incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2025;

• our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026, filed with the SEC on May  7, 2026, August  6, 2026 and November 5, 2026, respectively;

• our Current Reports on Form 8-K and 8-K/A, filed with the SEC on July  30, 2025, January  21, 2026, January  28, 2026, February  12, 2026, February  17, 2026, April  2, 2026, May  27, 2026, July  2, 2026, October 29, 2026 (Film No: 261497604) and November 12, 2026;

• the description of our Common Stock contained in the Registration Statement on Form 8-A12B, filed with the SEC on September 20, 2021, Exhibit 4(c) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and any amendment or report filed for the purpose of updating that description; and

• all documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement of which this prospectus forms a part and subsequent to the effectiveness of the registration statement of which this prospectus forms a part until all of the securities being offered under this prospectus or any prospectus supplement are sold (other than reports, documents or information that are furnished and not filed with the SEC).

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, is not incorporated by reference in this prospectus or any prospectus supplement.

We will furnish without charge to you, on written or oral request, a copy of any or all of such documents that has been incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates). Written or oral requests for copies should be directed to us at the following address or telephone number:

Xerox Holdings Corporation

401 Merritt 7

Norwalk, Connecticut 06851-1059

telephone (203) 849-5216

Attention: Chief Legal Officer and Corporate Secretary.

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