Xerox (XRX) CEO Bandrowczak reports RSU vesting and tax withholding

Rhea-AI Filing Summary

Xerox Holdings Corp CEO Steven John Bandrowczak, who also serves as a director, reported equity award activity dated January 18, 2026. A total of 60,751 Restricted Stock Units from a grant originally awarded on January 18, 2023 vested and were converted into the same number of shares of common stock on a one-for-one basis. These vested units came from a 178,678-unit RSU award that vests 33%, 33% and 34% on the first three anniversaries of the grant date.

Of the 60,751 vested RSUs, 22,260 shares of common stock were withheld and disposed of to cover taxes at a price of $2.72 per share. Following these transactions, Bandrowczak directly holds 453,167 shares of Xerox common stock and 1,052,549 Restricted Stock Units, reflecting both his stock ownership and remaining unvested or unsettled equity awards.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BANDROWCZAK STEVEN JOHN

(Last) (First) (Middle)

XEROX HOLDINGS CORPORATION

P.O. BOX 4505 401 MERITT 7

(Street)

NORWALK CT 0651-10156

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xerox Holdings Corp [ XRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Unit	01/18/2026		M		60,751(1)	D	$0.00	1,052,549	D
Common Stock	01/18/2026		M		60,751(1)	A	(2)	475,427	D
Common Stock	01/18/2026		F		22,260	D	$2.72	453,167(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On January 18, 2023, the reporting person was granted an award of 178,678 Restricted Stock Units, which vests in three installments of 33%, 33% and 34% on the first, second and third anniversaries of the grant date.

2. Restricted Stock Units convert into common stock on a one-for-one basis.

3. Of the 60,751 Restricted Stock Units that vested, 22,260 were withheld and disposed of for taxes.

	/s/ Eric Risi, as attorney-in-fact	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Xerox (XRX) report for its CEO?

Xerox reported that CEO and director Steven John Bandrowczak had 60,751 Restricted Stock Units vest on January 18, 2026, which were converted into the same number of shares of common stock, with a portion of those shares withheld to cover taxes.

How many Xerox RSUs vested for the CEO in this Form 4 filing?

A total of 60,751 Restricted Stock Units vested for the CEO. These units were part of a 178,678-unit award granted on January 18, 2023 that vests in three annual installments of 33%, 33% and 34%.

How were the vested Xerox (XRX) RSUs from the 2023 grant structured?

The CEO received an award of 178,678 Restricted Stock Units on January 18, 2023. This award vests in three tranches of 33%, 33% and 34% on the first, second and third anniversaries of the grant date, with each RSU converting into one share of Xerox common stock upon vesting.

How many Xerox shares were withheld for taxes in the CEO's Form 4?

Of the 60,751 RSUs that vested, 22,260 shares of Xerox common stock were withheld and disposed of to cover taxes at a price of $2.72 per share, as disclosed in the filing.

How many Xerox common shares does the CEO hold after this transaction?

After the reported transactions, the CEO directly owns 453,167 shares of Xerox common stock, according to the beneficial ownership column in the Form 4.

How many Xerox Restricted Stock Units does the CEO hold after this filing?

Following the vesting and conversion of 60,751 Restricted Stock Units, the CEO holds 1,052,549 Restricted Stock Units, as reported in the beneficial ownership section for RSUs.

Do Xerox Restricted Stock Units in this filing convert to common stock on a one-for-one basis?

Yes. The footnotes state that the Restricted Stock Units convert into common stock on a one-for-one basis, meaning each vested RSU becomes one share of Xerox common stock.