Xerox (XRX) CEO logs RSU vesting and tax share withholding in Form 4

Rhea-AI Filing Summary

Xerox Holdings Corp CEO Steven John Bandrowczak reported routine equity compensation activity on March 11, 2026. Restricted Stock Units vested and were converted into common stock, including 275,734 units from a May 2025 grant and 112,614 units from a March 2024 grant, each on a one-for-one basis.

To cover tax obligations, 145,637 shares of common stock were withheld and disposed of at $1.75 per share, which is a tax-withholding mechanism rather than an open-market sale. Following these transactions, Bandrowczak directly holds 741,852 shares of Xerox common stock.

Insights

Equity compensation analyst

CEO’s Form 4 shows RSU vesting with shares withheld for taxes, a routine non-market event.

The filing shows Restricted Stock Units granted in May 2025 and March 2024 vesting on March 11, 2026. Each RSU converts into common stock on a one-for-one basis, increasing the CEO’s direct share ownership through compensation rather than open-market purchases.

To satisfy tax liabilities, 145,637 common shares were withheld and disposed of at $1.75 per share under transaction code F, which is not an open-market sale. After these transactions, the CEO holds 741,852 common shares directly, indicating a substantial remaining equity stake.

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)
03/11/2026

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	03/11/2026		M		275,734(1)	D	$0	776,815	D
Common Stock	03/11/2026		M		275,734(1)	A	(2)	774,875	D
Common Stock	03/11/2026		F		110,343	D	$1.75	664,532(3)	D
Restricted Stock Unit	03/11/2026		M		112,614(4)	D	$0	664,201	D
Common Stock	03/11/2026		M		112,614(4)	A	(2)	777,146	D
Common Stock	03/11/2026		F		35,294	D	$1.75	741,852(5)	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 May 21, 2025 the reporting person was granted an award of 827,286 Restricted Stock Units, which vests in in nine installments with one-third (33.33%) vesting on March 11, 2026, and the remainder vesting equally over the following eight (8) quarters.

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

3. Of the 275,734 Restricted Stock Units that vested, 110,343 were withheld and disposed of for taxes.

4. On March 11, 2024, the Reporting Person was granted an award of 337,878 Restricted Stock Units, which vests in three installments of 33%, 33% and 34% on the first, second and third anniversaries of the grant date.

5. Of the 112,614 Restricted Stock Units that vested, 35,294 were withheld and disposed of for taxes.

	/s/ Eric Risi, as attorney-in-fact	03/13/2026
	** 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 transactions did Xerox (XRX) CEO Steven Bandrowczak report?

Steven Bandrowczak reported RSU vesting and related tax withholding. Restricted Stock Units converted into common stock on March 11, 2026, and some shares were withheld and disposed of to cover taxes, reflecting routine equity compensation rather than open-market buying or selling.

How many Xerox shares were withheld for taxes in the latest Form 4?

A total of 145,637 Xerox common shares were withheld for taxes. These dispositions, recorded at $1.75 per share, satisfied tax obligations arising from vested Restricted Stock Units and do not represent discretionary open-market sales by the CEO.

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

After the reported transactions, the CEO directly holds 741,852 Xerox shares. This figure reflects his post-vesting and post-tax-withholding position, showing a significant continuing ownership stake in the company’s common stock.

What RSU awards are referenced in the Xerox CEO’s Form 4 filing?

The filing references RSU awards from May 21, 2025 and March 11, 2024. The 2025 award of 827,286 units vests over nine installments, while the 2024 award of 337,878 units vests in three annual tranches of 33%, 33% and 34%.

Do the Xerox CEO’s reported transactions involve open-market stock sales?

No, the reported dispositions are tax withholdings, not open-market sales. Shares were withheld and disposed of to pay tax liabilities on vested RSUs, a standard administrative process that does not reflect discretionary trading in Xerox stock.