Xerox (XRX) insider filing: 60,071 RSUs converted; tax withholding noted

Q: What transactions did Steven J. Bandrowczak report on Form 4 for XRX?

The Form 4 reports that 60,071 RSUs vested on 08/02/2025 ; 27,837 of the resulting shares were withheld and disposed for taxes.

Q: How did the RSUs convert into common stock in the filing?

The filing states the Restricted Stock Units convert on a one-for-one basis into common stock (see note 2).

Q: When was the Form 4 signed and who signed it?

The form is signed by attorney-in-fact Eric Risi with a signature date of 08/05/2025 .

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Form 4 — Xerox Holdings Corp (XRX)

Reporting person: Steven John Bandrowczak, CEO and director. On 08/02/2025, 60,071 Restricted Stock Units (RSUs) vested from a grant dated 08/02/2022 of 176,679 RSUs that vest in three annual installments. Per the form, RSUs convert 1-for-1 into common stock. Of the vested 60,071 shares, 27,837 were withheld and disposed for taxes at $3.94 per share. The filing lists post-transaction beneficial ownership: RSUs 1,113,300 (direct); common stock 442,513 (direct) and after the disposition 414,676 (direct). Form signed by attorney-in-fact Eric Risi on 08/05/2025.

Insights

TL;DR: Routine executive equity vesting converted to shares with tax withholding; no additional compensation grant details beyond the 2022 award.

The Form 4 records the vesting on 08/02/2025 of 60,071 RSUs from a 176,679 RSU grant dated 08/02/2022. The RSUs convert 1-for-1 into common stock. 27,837 of the vested shares were withheld and disposed to satisfy tax obligations at a disclosed price of $3.94 per share. The filing provides post-transaction beneficial ownership totals but does not disclose cash proceeds or broader compensation changes beyond the vesting event. This appears to be a standard reporting of vesting and tax withholding.

TL;DR: Insider disclosure shows planned vesting and tax withholding; documentation and signature are present and compliant in form.

The report names Steven John Bandrowczak as both CEO and director and shows a single reporting person filing. The form includes the vesting schedule origin (grant dated 08/02/2022), conversion ratio (1:1), and a tax withholding disposition of 27,837 shares at $3.94. The document is signed via attorney-in-fact on 08/05/2025. The filing contains the required elements to disclose changes in beneficial ownership; it does not assert any extraordinary corporate action or material event beyond the equity vesting and withholding.

Insider Trade Summary

Net Buyer: 92,305 shares

Net Buy 3 txns

Insider BANDROWCZAK STEVEN JOHN

Role CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	60,071	$0.00	$0.00
Exercise	Common Stock	60,071	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	27,837	$3.94	$110K

Holdings After Transaction: Restricted Stock Unit — 1,113,300 shares (Direct); Common Stock — 414,676 shares (Direct)

Footnotes (3)

F1. On August 2, 2022, the reporting person was granted an award of 176,679 Restricted Stock Units, which vests in three installments of 33%, 33% and 34% on the first, second and third anniversaries of the grant date.
F2. Restricted Stock Units convert into common stock on a one-for-one basis.
F3. Of the 60,071 Restricted Stock Units that vested, 27,837 were withheld and disposed of for taxes.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/05/2025 - 05:21 PM

FAQ

What transactions did Steven J. Bandrowczak report on Form 4 for XRX?

The Form 4 reports that 60,071 RSUs vested on 08/02/2025; 27,837 of the resulting shares were withheld and disposed for taxes.

How did the RSUs convert into common stock in the filing?

The filing states the Restricted Stock Units convert on a one-for-one basis into common stock (see note 2).

At what price were shares disposed to satisfy tax withholding?

The withheld and disposed shares were reported at a price of $3.94 per share on 08/02/2025.

What post-transaction beneficial ownership figures are shown?

The form lists post-transaction beneficial ownership as RSUs 1,113,300 (direct) and common stock 442,513 (direct) and 414,676 (direct) in the respective table rows.

When was the Form 4 signed and who signed it?

The form is signed by attorney-in-fact Eric Risi with a signature date of 08/05/2025.

Does the document define transaction codes M and F?

This filing does not define the transaction codes. The form shows codes labeled in the table but does not include their definitions within the document.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 MERRITT 7

(Street)

NORWALK

06851-1056

(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)
08/02/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	08/02/2025		M		60,071⁽¹⁾	D	$0	1,113,300	D
Common Stock	08/02/2025		M		60,071⁽¹⁾	A	⁽²⁾	442,513	D
Common Stock	08/02/2025		F		27,837	D	$3.94	414,676⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On August 2, 2022, the reporting person was granted an award of 176,679 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 60,071 Restricted Stock Units that vested, 27,837 were withheld and disposed of for taxes.

	/s/ Eric Risi, as attorney-in-fact	08/05/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR