Xerox (XRX) appoints Louie Pastor as CEO while reaffirming 2026 guidance

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Xerox Holdings Corporation announced a leadership transition, appointing Louis (Louie) J. Pastor as Chief Executive Officer effective March 31, 2026, succeeding Steve Bandrowczak. Pastor also joins the Board and will stand for re-election at the upcoming annual meeting.

Under an offer letter, Pastor receives a $900,000 annual base salary, a target annual bonus of 150% of salary, and a 2026 long-term incentive award targeted at $6 million, with future grants at the Board committee’s discretion. He remains eligible for benefits under Xerox’s Officer Severance Program and existing change-in-control protections.

Bandrowczak will receive severance and continued prorated vesting of outstanding restricted stock units through March 31, 2028, subject to signing a release that includes 24-month non-compete and non-solicitation covenants and a 36-month cooperation obligation. He will also provide transition advice for 90 days and may earn a prorated 2026 bonus, subject to performance and approval. Xerox reaffirmed its full-year 2026 financial guidance.

Positive

Xerox reaffirms full-year 2026 financial guidance, indicating that its existing financial and operational targets remain unchanged despite the CEO transition.
CEO compensation heavily weighted to incentives, with a 150% bonus target and a $6 million 2026 long-term incentive award emphasizing performance-based pay.

Negative

None.

Insights

Xerox combines a CEO change with reaffirmed 2026 guidance, signaling continuity amid leadership transition.

The company is elevating Louie Pastor from President and COO to CEO, which suggests an internal succession focused on continuity. His compensation package—$900,000 salary, a 150% bonus target, and a $6M 2026 LTI grant—places strong emphasis on variable and long-term incentives tied to performance.

Steve Bandrowczak’s exit terms include extended vesting of restricted stock units through March 31, 2028 and up to 24 months of non-compete and non-solicitation commitments. This structure helps manage transition risk while keeping him engaged for 90 days of advisory work.

Importantly, Xerox is reaffirming its full-year 2026 guidance, indicating that current financial and operational targets remain intact despite the leadership change. Subsequent periodic reports can show whether Pastor’s execution maintains or alters these targets over time.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO base salary: $900,000 per year CEO bonus target: 150% of base salary 2026 LTI award target: $6 million grant date fair value +5 more

8 metrics

CEO base salary $900,000 per year Annual base salary for Louie Pastor as Chief Executive Officer

CEO bonus target 150% of base salary Target annual bonus opportunity for Louie Pastor under incentive plan

2026 LTI award target $6 million grant date fair value Target long-term incentive award for Louie Pastor in 2026 cycle

Non-compete period 24 months Non-competition and non-solicitation covenants for Steve Bandrowczak after March 31, 2026

Cooperation covenant 36 months Duration of general cooperation covenant for Steve Bandrowczak post-separation

Transition advisory period 90 days Period Bandrowczak agrees to advise and consult with the CEO after separation

RSU vesting end date March 31, 2028 End of prorated continued vesting for Bandrowczak’s restricted stock units

Bonus service date June 30, 2026 Date through which service counts for Bandrowczak’s prorated 2026 bonus eligibility

Key Terms

Officer Severance Program, Change in Control Severance Agreement, good reason, non-competition, +1 more

5 terms

Officer Severance Program financial

"Mr. Pastor is also eligible for severance benefits under Xerox’s Officer Severance Program"

Change in Control Severance Agreement financial

"Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control"

good reason financial

"if Mr. Pastor terminates his employment for “good reason” (as defined in the Offer Letter)"

non-competition regulatory

"General Release and Non-Competition Agreement (the “Release Agreement”) with the Company"

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

forward-looking statements regulatory

"This press release contains statements which are not historical facts that are considered forward-looking statements under federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

04/02/2026 - 05:26 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 27, 2026

XEROX HOLDINGS CORPORATION

XEROX CORPORATION

(Exact name of registrant as specified in its charter)


New York	001-39013	83-3933743
New York	001-04471	16-0468020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

(203)

849-5216

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Xerox Holdings Corporation Common Stock, $1.00 par value	XRX	Nasdaq Global Select Market
Xerox Holdings Corporation Warrants to Purchase Common Stock, $1 par value	XRXDW	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).


Xerox Holdings Corporation		Xerox Corporation
Emerging growth company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Xerox Holdings Corporation		☐		Xerox Corporation		☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2026, Xerox Holdings Corporation (“Xerox Holdings”) and Xerox Corporation (together with Xerox Holdings, the “Company”) announced the appointment of Louis J. Pastor, the Company’s President and Chief Operating Officer, as its new Chief Executive Officer, effective as of March 31, 2026, to succeed Steven Bandrowczak. Mr. Pastor has also been appointed to the Company’s Board of Directors (the “Board”), effective March 31, 2026, to fill the vacancy created by Mr. Bandrowczak’s departure. Mr. Pastor will be nominated for

re-election

to the Board at the upcoming annual general meeting. The Company thanks Mr. Bandrowczak for his leadership and service and wishes him well in his future endeavors.

Mr. Pastor, age 41, has been the Company’s President and Chief Operating Officer since September 1, 2025, prior to which he served in a variety of senior executive roles since first joining Xerox in 2018, including chief administrative officer, chief transformation officer, chief corporate development officer and chief legal officer. Prior to joining Xerox, Mr. Pastor was deputy general counsel at Icahn Enterprises and began his career as an attorney at Simpson, Thacher & Bartlett LLP. Mr. Pastor earned his law degree from the University of Pennsylvania Law School and a Bachelor of Arts degree from The Ohio State University.

On March 31, 2026, the Company and Mr. Pastor entered into an offer letter (the “Offer Letter”) setting forth the terms of his employment as Chief Executive Officer.

Pursuant to the Offer Letter, Mr. Pastor is entitled to an annual base salary of $900,000 and is eligible to receive an annual bonus targeted at 150% of his base salary under the Xerox Holdings Management Incentive Plan. Mr. Pastor will also be entitled to receive a long-term incentive (“LTI”) award with a target grant date fair value of $6 million during Xerox’s normal 2026 grant cycle and will be eligible for additional LTI grants in future years at the discretion of the Compensation and Human Capital Committee of the Board of Directors of Xerox Holdings. In addition, Mr. Pastor is eligible to participate in Xerox’s benefit plans and other executive benefit programs. Mr. Pastor is also eligible for severance benefits under Xerox’s Officer Severance Program (the “OSP”), which was filed with the Securities and Exchange Commission as Exhibit 10(a) to Xerox’s Annual Report on Form

10-K

for the fiscal year ended December 31, 2022.

Further, pursuant to the Offer Letter, Mr. Pastor will retain the severance protections set forth in that certain Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control by and between Mr. Pastor and Xerox Corporation, dated as of December 29, 2023 (the “Change in Control Severance Agreement”). The Change in Control Severance Agreement was previously disclosed on the Company’s Current Report on Form

8-K

filed with the Securities and Exchange Commission on January 3, 2024, and such description is incorporated herein by reference. In addition, the Offer Letter provides that if Mr. Pastor terminates his employment for “good reason” (as defined in the Offer Letter), such termination will be treated as an involuntary termination by the Company other than for “cause” (as defined in the OSP) for all purposes under the OSP and any LTI awards granted to Mr. Pastor on or following the date of the Offer Letter.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on Form

8-K

and incorporated herein by reference.

There are no family relationships between Mr. Pastor and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Mr. Pastor or any other person and the Company or any of its subsidiaries pursuant to which he was appointed as an officer of the Company. There are no transactions between Mr. Pastor or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation

S-K.

With respect to Mr. Bandrowczak, conditional upon his entering into a General Release and Non-Competition Agreement (the “Release Agreement”) with the Company, substantially in the form attached hereto as Exhibit 10.2, which contains customary non-disparagement obligations, as well as non-competition and non-solicitation covenants that will apply for 24 months following March 31, 2026 (the “Separation Date”) and a general cooperation covenant that survives for 36 months following the Separation Date, Mr. Bandrowczak will be entitled to continued vesting on a prorated basis of all outstanding time-based and performance-based restricted stock units held by him as of the Separation Date through March 31, 2028. Mr. Bandrowczak is also entitled to receive severance benefits under the Company’s Officer Severance Program, which was filed with the Securities and Exchange Commission as Exhibit 10(a) to Xerox’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Further, pursuant to the Release Agreement, Mr. Bandrowczak has agreed to make himself reasonably available for a period of 90 days following the Separation Date to advise and consult with the Chief Executive Officer of Xerox on transition matters. Contingent upon his continued service through June 30, 2026 and his performance of such transition advisory services, Mr. Bandrowczak will be entitled to a prorated bonus under the 2026 Annual Bonus Plan to reflect service through June 30, 2026, payable in March 2027, subject to final plan results and approval by the Compensation and Human Capital Committee.

Item 7.01 Regulation FD Disclosure.

On March 30, 2026, the Company issued a press release a

nnoun

cing the management changes described herein. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form

8-K,

and the text of such press release is incorporated herein by reference.

None of the information furnished in this

Item

7.01 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Offer Letter, dated March 31, 2026, by and between Xerox Corporation and Louis J. Pastor

10.2		Form of General Release and Non-Competition Agreement

99.1		Press Release, dated March 30, 2026

104		Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.


	XEROX HOLDINGS CORPORATION

Date: April 2, 2026	By:	/s/ Flor M. Colón
	Name:	Flor M. Colón
	Title:	Secretary

	XEROX CORPORATION

Date: April 2, 2026	By:	/s/ Flor M. Colón
	Name:	Flor M. Colón
	Title:	Secretary

Exhibit 99.1

LOGO

News from Xerox Holdings Corporation

Xerox Board of Directors Appoints Louie Pastor as Chief Executive Officer

Company reaffirms 2026 financial guidance

NORWALK, Conn., March 30, 2026 — Xerox Holdings Corporation (NASDAQ: XRX) today announced that Steve Bandrowczak will step down as Chief Executive Officer, and the Board of Directors has appointed Louie Pastor as Chief Executive Officer, effective immediately.

“On behalf of the Board and the entire Xerox team, I want to thank Steve for his leadership during a pivotal period for the company, including the successful acquisitions and integrations of Lexmark and ITsavvy,” said Scott Letier, Chairman of the Xerox Board of Directors. “Louie brings a strong combination of operational discipline, strategic insight, and deep familiarity with Xerox. Throughout his time with the company, he has played a central role in advancing our strategy, strengthening our operating model, and driving enterprise-wide transformation. The Board is confident that Louie’s leadership and focus on execution will position Xerox well as we continue to build momentum and deliver on our strategic and financial objectives.”

Pastor most recently served as President and Chief Operating Officer of Xerox, where he played a central role in advancing the company’s strategy and driving operational performance. In this role, he led enterprise transformation, global service delivery, revenue operations, marketing and communications, and the company’s people and technology organizations, helping accelerate Xerox’s growth initiatives.

“I am honored to step into the role of CEO and lead Xerox into its next chapter,” said Louie Pastor, chief executive officer of Xerox. “Steve’s leadership has been instrumental in strengthening the company’s foundation and positioning Xerox for long-term success. We have a strong team and a clear focus on execution. I look forward to driving results and delivering on our priorities.”

“It has been a privilege to lead Xerox during a period of significant change for our industry,” said Bandrowczak. “Over the past several years, we have taken important steps to strengthen the company, and I am proud of the resilience of our team. I appreciate the support of the Board and leadership team during my tenure and wish the company well in its next chapter. I’m confident Louie will lead the company with the focus and execution discipline this moment requires.”

The company is reaffirming its full-year 2026 guidance and remains on track to deliver on its financial and operational targets.

About Xerox Holdings Corporation (NASDAQ: XRX)

Xerox has been redefining the workplace experience for over a century. As a services-led, software-enabled company, we power today’s hybrid workplace through advanced print, digital, and AI-driven technologies. In 2025, Xerox acquired Lexmark — expanding our global footprint, strengthening service capabilities, and equipping us to deliver an even broader portfolio of workplace technologies to our clients. Today, we continue our legacy of innovation to deliver client-centric, digitally driven solutions that meet the needs of a global, distributed workforce. Whether in offices, classrooms, or hospitals, we help our clients thrive in a constantly evolving business landscape.

LOGO

News from Xerox Holdings Corporation

Forward-Looking Statement

This press release contains statements which are not historical facts that are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,”, “could,”, “can,” “should,” “targeting,” “projecting,” “driving,” “future,” “plan,” “predict,” “may” or words of similar meaning and include, but are not limited to, statements regarding the Joint Venture Financing. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this document or as of the date to which they refer, and we assume no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law. Factors that might cause such differences include, but are not limited to, those discussed in the Company’s Securities and Exchange Commission filings, including the Company’s reports on Forms 10-K and 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

-XXX-

Media Contact:

Justin Capella, Xerox, Justin.Capella@xerox.com

Source: View Original Filing on SEC EDGAR

FAQ

Who is the new CEO of Xerox Holdings Corporation (XRX)?

Louie Pastor has been appointed Chief Executive Officer of Xerox Holdings Corporation, effective March 31, 2026. He previously served as President and Chief Operating Officer and has held multiple senior leadership roles at Xerox since 2018.

What are the main compensation terms for Xerox’s new CEO Louie Pastor?

Louie Pastor will receive a $900,000 annual base salary, an annual bonus targeted at 150% of salary, and a 2026 long-term incentive award with a target grant date fair value of $6 million, with eligibility for future LTI grants.

Is Xerox (XRX) changing its 2026 financial guidance with the CEO transition?

Xerox is reaffirming its full-year 2026 guidance, stating it remains on track to deliver its financial and operational targets. The leadership change does not alter these previously communicated 2026 objectives in this disclosure.

What severance protections does Louie Pastor have as Xerox CEO?

Louie Pastor is eligible for severance under Xerox’s Officer Severance Program and retains protections under a Change in Control Severance Agreement. If he resigns for “good reason,” that termination is treated like an involuntary termination without cause for severance and LTI purposes.

What are Steve Bandrowczak’s departure terms from Xerox?

Steve Bandrowczak is entitled to severance under the Officer Severance Program and continued prorated vesting of his restricted stock units through March 31, 2028, subject to signing a release with 24-month non-compete and non-solicitation covenants and a 36-month cooperation obligation.

Will Steve Bandrowczak receive a 2026 bonus from Xerox?

Conditional on serving through June 30, 2026 and providing transition advisory services, Steve Bandrowczak may receive a prorated 2026 bonus, payable in March 2027, subject to final plan results and approval by Xerox’s Compensation and Human Capital Committee.

Xerox (XRX) appoints Louie Pastor as CEO while reaffirming 2026 guidance