Xerox (XRX) CRO Gueden nets PSU vesting with 7,000 shares withheld for taxes

Rhea-AI Filing Summary

Xerox Holdings Corp. reported an insider equity award for Chief Revenue Officer Jacques-Edouard Gueden. On February 4, 2026, he acquired 12,499 shares of common stock at $0 upon vesting of performance share units granted on January 18, 2023.

Of these vested units, 7,000 shares were withheld and disposed of at $2.29 per share to cover taxes, leaving Gueden with 79,152 directly owned Xerox shares after the transactions.

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^*

Gueden Jacques-Edouard

(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		12,499(1)	A	$0	86,152	D
Common Stock	02/04/2026		F		7,000(2)	D	$2.29	79,152	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 12,499 PSUs that vested, 7,000 were withheld and disposed of for taxes.

Remarks:

Chief Revenue Officer

	/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 transaction did Jacques-Edouard Gueden report at Xerox (XRX)?

Jacques-Edouard Gueden reported vesting of 12,499 Xerox common shares from performance share units. These shares were issued at $0 upon Compensation Committee confirmation that performance goals for the January 18, 2023 award were met, reflecting equity-based compensation, not an open-market purchase.

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

Out of 12,499 vested Xerox performance share units, 7,000 shares were withheld and disposed of for taxes at $2.29 per share. This tax withholding reduced the net shares delivered while satisfying the reporting person’s tax obligations related to the equity award vesting.

What is Jacques-Edouard Gueden’s Xerox (XRX) share ownership after this transaction?

Following the reported transactions, Jacques-Edouard Gueden directly owns 79,152 Xerox common shares. This figure reflects the 12,499 vested shares credited and the 7,000 shares simultaneously withheld and disposed of for taxes on February 4, 2026, as disclosed in the Form 4.

Was the Xerox (XRX) insider transaction a stock purchase or an award vesting?

The transaction reflects award vesting, not a market purchase. Gueden received 12,499 shares at $0 when the Compensation Committee determined performance conditions for his January 18, 2023 performance share awards were met, consistent with performance-based equity compensation rather than open-market buying activity.

What role does Jacques-Edouard Gueden hold at Xerox (XRX) in this filing?

In this filing, Jacques-Edouard Gueden is identified as an officer of Xerox Holdings Corporation and noted as Chief Revenue Officer. The Form 4 records his compensation-related equity vesting and associated tax withholding transactions as part of his executive compensation package.