Xerox (XRX) details Lexmark acquisition interim and pro forma data

Rhea-AI Filing Summary

Xerox Holdings Corporation and Xerox Corporation describe how they are updating investors on the July 1, 2025 acquisition of Lexmark International II, LLC. The filing provides unaudited condensed consolidated financial statements for Lexmark for the three and six months ended June 30, 2025 and 2024, prepared under U.S. GAAP.

The companies also present unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and for the nine months ended September 30, 2025, showing how Xerox and Lexmark’s businesses would look on a combined basis. This financial information is being filed as exhibits so it can be incorporated by reference into a future registration statement under the Securities Act of 1933.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 20, 2026

XEROX HOLDINGS CORPORATION

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

New York		001-39013		83-3933743
New York		001-04471		16-0468020
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

(203) 849-5216

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Xerox Holdings Corporation Common Stock, $1.00 par value		XRX		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Xerox Holdings Corporation				Xerox Corporation
Emerging growth company		☐		Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Xerox Holdings Corporation ☐ Xerox Corporation ☐

Item 8.01 Other Events

On July 1, 2025, Xerox Corporation, a New York corporation (“Xerox”), completed the acquisition of Lexmark International II, LLC (“Lexmark”), pursuant to the Equity Purchase Agreement, dated as of December 22, 2024, by and between Xerox, Ninestar Group Company Limited and Lexmark. Xerox and Xerox Holdings Corporation, a New York corporation, are filing (a) unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 of Lexmark (the “Lexmark Interim Financial Information”) and (b) unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and the nine months ended September 30, 2025, related to Xerox’s acquisition of Lexmark (the “Pro Forma Financial Information”), as set forth in Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K (this “Form 8-K”). The purpose of this Form 8-K is to file the Lexmark Interim Financial Information and the Pro Forma Financial Information, and to allow such financial information to be incorporated by reference into a registration statement to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Exhibits 99.1 and 99.2 are hereby incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 of Lexmark are attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. Such financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and the unaudited pro forma condensed combined financial information for the nine months ended September 30, 2025, related to Xerox’s acquisition of Lexmark, are attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

(d) Exhibits

Exhibit No.		Description
99.1		Unaudited Consolidated Financial Statements of Lexmark as of and for the three and six months ended June 30, 2025 and 2024.
99.2		Unaudited Pro Forma Condensed Combined Financial Information for the year ended December 31, 2024 and the nine months ended September 30, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.

						XEROX HOLDINGS CORPORATION
Date: January 20, 2026						By:		/s/ William Twomey
						Name:		William Twomey
						Title:		Vice President and Chief Accounting Officer
						XEROX CORPORATION
Date: January 20, 2026						By:		/s/ William Twomey
						Name:		William Twomey
						Title:		Vice President and Chief Accounting Officer

FAQ

What did Xerox (XRX) report in this 8-K filing?

Xerox Holdings Corporation and Xerox Corporation reported that they have filed unaudited Lexmark financial statements and unaudited pro forma combined financial information related to Xerox’s acquisition of Lexmark.

What is the status of Xerox’s acquisition of Lexmark?

The filing states that Xerox Corporation completed the acquisition of Lexmark International II, LLC on July 1, 2025, under an Equity Purchase Agreement dated December 22, 2024.

What financial statements for Lexmark are included in the Xerox 8-K?

The 8-K includes, as Exhibit 99.1, Lexmark’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024, prepared in accordance with U.S. GAAP.

What pro forma financial information did Xerox provide about the Lexmark acquisition?

As Exhibit 99.2, Xerox included unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and for the nine months ended September 30, 2025, reflecting Xerox’s acquisition of Lexmark.

Why is Xerox filing Lexmark interim and pro forma financial information?

The filing explains that the purpose is to provide Lexmark Interim Financial Information and Pro Forma Financial Information and to allow this information to be incorporated by reference into a registration statement to be filed under the Securities Act of 1933.

Which companies are parties to the Lexmark acquisition agreement?

The Equity Purchase Agreement dated December 22, 2024 is between Xerox Corporation, Ninestar Group Company Limited, and Lexmark International II, LLC.

Who signed the 8-K filing for Xerox?

The report was signed on behalf of Xerox Holdings Corporation and Xerox Corporation by William Twomey, Vice President and Chief Accounting Officer.