Xerox (XRX) CEO Bandrowczak nets stock from 66,960 PSU vesting

Rhea-AI Filing Summary

Steven John Bandrowczak, CEO and director of Xerox Holdings Corp., reported equity-based compensation activity in company stock. On February 4, 2026, he acquired 66,960 shares of common stock at $0 per share after performance share units granted in January 2023 vested based on Compensation Committee determinations.

Of these vested shares, 20,986 shares were withheld and disposed of at $2.29 per share to cover taxes. Following these transactions, he held 499,141 shares of Xerox common stock directly.

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)
02/04/2026

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
Common Stock	02/04/2026		A		66,960(1)	A	$0	520,127	D
Common Stock	02/04/2026		F		20,986(2)	D	$2.29	499,141	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. Represents the acquisition of shares upon the determination of the Compensation Committee of the Issuer that the performance conditions were met with respect to the performance share awards granted to the Reporting Person on January 18, 2023.

2. Of the 66,960 PSUs that vested, 20,986 were withheld and disposed of for taxes.

	/s/ Eric Risi, as attorney-in-fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did Xerox (XRX) CEO Steven Bandrowczak report?

Xerox CEO Steven Bandrowczak reported the vesting of 66,960 performance-based common shares and the tax withholding of 20,986 shares. These transactions reflect equity compensation settlement rather than an open-market purchase or discretionary sale by the executive.

How many Xerox (XRX) shares did the CEO acquire in the latest Form 4?

The CEO acquired 66,960 Xerox common shares at $0 per share when performance share units vested. These shares were granted under a prior award dated January 18, 2023, after the Compensation Committee determined performance conditions had been satisfied.

Why were 20,986 Xerox (XRX) shares disposed of by the CEO?

Of the 66,960 vested performance share units, 20,986 Xerox shares were withheld and disposed of to cover taxes. This withholding is a common mechanism for satisfying tax obligations when equity awards vest, rather than a standard open-market sale.

How many Xerox (XRX) shares does the CEO hold after these transactions?

After the reported Form 4 transactions, Steven Bandrowczak beneficially owned 499,141 Xerox common shares directly. This figure reflects the net position after the vesting of 66,960 shares and the tax withholding of 20,986 shares on February 4, 2026.

What was the nature of the Xerox (XRX) CEO’s share acquisition price?

The CEO’s acquisition of 66,960 Xerox common shares occurred at $0 per share, reflecting the settlement of previously granted performance share units. These awards vest based on pre-set performance conditions rather than being purchased in the open market.

When were the Xerox (XRX) performance share units originally granted to the CEO?

The performance share units that resulted in 66,960 Xerox shares vesting were originally granted on January 18, 2023. They vested after the Compensation Committee determined that the specified performance conditions tied to the award had been achieved.