[8-K] Xerox Holdings Corp Reports Material Event

Rhea-AI Filing Summary

Xerox Holdings Corporation and Xerox Corporation announced a leadership change in their finance organization. The boards appointed Chuck Butler, currently Chief Business Services Officer, as the new Chief Financial Officer effective December 3, 2025, succeeding Mirlanda Gecaj. Butler, age 51, joined the company on July 1, 2025 through the acquisition of Lexmark International II, LLC, where he had served as senior vice president, chief financial officer and head of global business services since 2020. He will continue to oversee business services in this consolidated role.

There are no family relationships or related-party transactions involving Butler that require disclosure. In connection with her separation effective December 2, 2025, and subject to signing a General Release and Non-Competition Agreement, Gecaj will receive prorated continued vesting of her outstanding time-based and performance-based restricted stock units through December 2, 2026, and severance benefits under the company’s Officer Severance Program. The company later issued a press release on November 19, 2025 describing these management changes.

Insights

Corporate governance and executive transitions analyst

Xerox shifts CFO role to an internal leader from its Lexmark acquisition.

The companies are elevating Chuck Butler, currently Chief Business Services Officer and former Lexmark CFO, to Chief Financial Officer effective December 3, 2025. Combining finance leadership with business services centralizes financial oversight and operational support under one executive, which can streamline decision-making while tying finance more closely to service operations.

Mirlanda Gecaj will depart as of December 2, 2025 with severance governed by the existing Officer Severance Program and continued vesting of her restricted stock units through December 2, 2026. This signals an orderly, pre-defined transition rather than an abrupt change. Future company disclosures may provide additional color on Butler’s strategic priorities as CFO and how the integrated role influences cost management and growth initiatives.

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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): November 13, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2025, Xerox Holdings Corporation (“Xerox Holdings”) and Xerox Corporation (“Xerox Corp” and, together with Xerox Holdings, the “Company”) appointed Chuck Butler, the Company’s Chief Business Services Officer, to serve as its new Chief Financial Officer, effective December 3, 2025, to succeed Mirlanda Gecaj. The Company thanks Ms. Gecaj for her leadership and service and wishes her well in her future endeavors.

Mr. Butler, 51, joined the Company on July 1, 2025 following the acquisition of Lexmark International II, LLC (“Lexmark”), where he served as senior vice president and chief financial officer and head of global business services from 2020 until the acquisition date. Mr. Butler will continue to lead the Company’s business services in this consolidated role.

There are no family relationships between Mr. Butler and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Mr. Butler or any other person and the Company or any of its subsidiaries pursuant to which he was appointed as an officer of the Company. There are no transactions between Mr. Butler or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.

With respect to Ms. Gecaj, conditional upon her entering into a General Release and Non-Competition Agreement (the “Release Agreement”) with the Company, substantially in the form attached hereto as Exhibit 10.1, which contains customary non-disparagement obligations, as well as non-competition and non-solicitation covenants that will apply for 24 months following December 2, 2025 (the “Separation Date”) and a general cooperation covenant that survives for 36 months following the Separation Date, Ms. Gecaj will be entitled to continued vesting on a prorated basis of all outstanding time-based and performance-based restricted stock units held by her as of the Separation Date through December 2, 2026. Ms. Gecaj is also entitled to receive severance benefits under the Company’s Officer Severance Program, which was filed with the Securities and Exchange Commission as Exhibit 10(a) to Xerox’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Item 7.01 Regulation FD Disclosure.

On November 19, 2025, the Company issued a press release announcing the management changes described herein. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, and the text of such press release is incorporated herein by reference.

None of the information furnished in this Item 7.01 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of General Release and Non-Competition Agreement
99.1		Press Release, dated November 19, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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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: November 19, 2025		By:		/s/ Flor M. Colón
		Name:				Flor M. Colón
		Title:				Secretary
		XEROX CORPORATION
Date: November 19, 2025		By:		/s/ Flor M. Colón
		Name:				Flor M. Colón
		Title:				Secretary

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FAQ

What executive change did Xerox (XRX) announce in this 8-K?

Xerox Holdings Corporation and Xerox Corporation appointed Chuck Butler, currently Chief Business Services Officer, as their new Chief Financial Officer effective December 3, 2025, succeeding Mirlanda Gecaj.

Who is Chuck Butler, the new CFO of Xerox (XRX)?

Chuck Butler, age 51, joined Xerox on July 1, 2025 via the acquisition of Lexmark International II, LLC, where he served as senior vice president, chief financial officer and head of global business services from 2020 until the acquisition.

Will Chuck Butler retain his business services responsibilities at Xerox?

Yes. Butler will continue to lead the company’s business services while serving as Chief Financial Officer, creating a consolidated role over both finance and business services.

What severance and equity treatment will outgoing CFO Mirlanda Gecaj receive from Xerox?

Subject to signing a General Release and Non-Competition Agreement, Mirlanda Gecaj will receive severance under the company’s Officer Severance Program and continued prorated vesting of all outstanding time-based and performance-based restricted stock units held as of the December 2, 2025 separation date through December 2, 2026.

Does Xerox report any related-party or family relationships involving new CFO Chuck Butler?

No family relationships between Chuck Butler and any Xerox directors or executive officers are reported, and no transactions with him or his immediate family members are identified that require related-party disclosure.

Did Xerox issue a press release about the CFO transition?

Yes. On November 19, 2025, the company issued a press release announcing the management changes, which is attached as Exhibit 99.1 and incorporated by reference.