Xerox (XRX) chief legal officer reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Xerox Holdings Corporation officer Colon Flor reported equity compensation activity. On February 4, 2026, Flor acquired 2,456 shares of common stock at $0 per share after the Compensation Committee determined performance conditions were met for performance share units granted on January 18, 2023.

Of these vested performance share units, 1,016 shares were withheld and disposed of at $2.29 per share to cover taxes. After these transactions, Flor directly owned 17,233 shares of Xerox common stock.

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^*

Colon Flor

(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)

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

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		2,456(1)	A	$0	18,249	D
Common Stock	02/04/2026		F		1,016(2)	D	$2.29	17,233	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 2,456 PSUs that vested, 1,016 were withheld and disposed of for taxes.

Remarks:

Chief Legal Officer and Corporate Secretary

	/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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Colon Flor report for Xerox (XRX)?

Colon Flor reported vesting of performance-based equity and related tax withholding. On February 4, 2026, 2,456 Xerox common shares were acquired at $0 following performance share unit vesting, with 1,016 of those shares sold or withheld at $2.29 to satisfy tax obligations.

How many Xerox (XRX) shares did Colon Flor receive from performance awards?

Colon Flor received 2,456 Xerox common shares upon vesting of performance share units. The vesting followed a Compensation Committee determination that performance conditions tied to awards granted on January 18, 2023 had been met, resulting in the issuance of these shares as equity compensation.

How many Xerox (XRX) shares were withheld for taxes in this Form 4?

Of the 2,456 Xerox shares that vested, 1,016 were withheld and disposed of for taxes at $2.29 per share. This tax withholding is a common mechanism issuers use so executives can cover tax liabilities without making separate cash payments.

What is Colon Flor’s Xerox (XRX) shareholding after the reported transactions?

After the February 4, 2026 transactions, Colon Flor directly owned 17,233 Xerox common shares. This figure reflects both the vesting of 2,456 performance-based shares and the withholding of 1,016 shares to cover associated tax obligations under the equity compensation program.

What triggered the vesting of Colon Flor’s Xerox (XRX) performance share units?

The vesting was triggered when Xerox’s Compensation Committee determined the performance conditions for awards granted on January 18, 2023 were met. That determination caused 2,456 performance share units to convert into Xerox common stock as part of Flor’s executive compensation package.

What role does Colon Flor hold at Xerox (XRX) in this filing?

Colon Flor is identified as an officer of Xerox, serving as Chief Legal Officer and Corporate Secretary. The reported Form 4 transactions relate to equity compensation and tax withholding connected to this executive role rather than open-market buying or selling activity.