Results of Operations and Financial Condition. On July 30, 2026, Xerox Holdings Corporation and Xerox Corporation (together, the "Registrants") issued a press release announcing their combined second quarter 2026 earnings. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Exhibit 99.1 to this current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to thi…

The filing describes a new retention plan for critical talent, not a management change.

Shareholders approved an amendment to the equity and performance incentive plan.

Results of Operations and Financial Condition. On April 30, 2026, Xerox Holdings Corporation and Xerox Corporation (together, the "Registrants") issued a press release announcing their combined first quarter 2026 earnings. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Exhibit 99.1 to this current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to thi…

CEO — Louis J. Pastor: Louis J. Pastor was promoted to CEO, succeeding Steven Bandrowczak.

Regulation FD Disclosure. Press Release On February 17, 2026, Holdings and Xerox issued a press release announcing, among other things, certain of the transactions described above, a copy of which is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subj…

Entry into a Material Definitive Agreement. Transaction Overview On February 17, 2026, Xerox Corporation (“ Xerox ”), a New York corporation and a wholly owned subsidiary of Xerox Holdings Corporation (“ Holdings ”), a New York corporation, and certain investors including certain funds and accounts managed by Angelo, Gordon & Co., L.P. (collectively, “ TPG ”) entered into a joint venture arrangement (the “ Joint Venture ”) pursuant to which TPG and certain other investors funded $405,000,000…

Entry into a Material Definitive Agreement. On January 28, 2026, Xerox Holdings Corporation, a New York corporation (the “Company”), announced that the Board of Directors of the Company had declared a distribution (the “Warrants Distribution”) to the holders of record of the Company’s common stock, par value $1.00 per share (the “Common Stock”), the Company’s 3.75% Convertible Senior Notes due 2030 (the “Convertible Notes”) and the Company’s Series A Convertible Perpetual Voting Preferred Sto…

Results of Operations and Financial Condition. On January 29, 2026, Xerox Holdings Corporation and Xerox Corporation (together, the "Registrants") issued a press release announcing their combined fourth quarter 2025 earnings. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Exhibit 99.1 to this current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to…

Other Events. On January 28, 2026, Xerox Holdings Corporation (the “Company”) issued a press release announcing that the Board of Directors of the Company declared a warrant dividend distribution (the “Warrant Distribution”) to the record holders of the Company’s common stock, par value $1.00 per share (the “Common Stock”), in the form of warrants to purchase Common Stock (the “Warrants”). The Warrants will be distributed on or about February 11, 2026 to the record holders of Common Stock as…

Other Events On July 1, 2025, Xerox Corporation, a New York corporation (“Xerox”), completed the acquisition of Lexmark International II, LLC (“Lexmark”), pursuant to the Equity Purchase Agreement, dated as of December 22, 2024, by and between Xerox, Ninestar Group Company Limited and Lexmark. Xerox and Xerox Holdings Corporation, a New York corporation, are filing (a) unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 of Lexmark (t…

Chief Financial Officer — Chuck Butler: Chuck Butler was promoted to Chief Financial Officer with increased compensation and benefits.

Chief Financial Officer — Chuck Butler: Mr. Butler was promoted to CFO, succeeding Ms. Gecaj.

Results of Operations and Financial Condition. On October 30, 2025, Xerox Holdings Corporation and Xerox Corporation (together, the "Registrants") issued a press release announcing their combined third quarter 2025 earnings. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Exhibit 99.1 to this current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to t…

President and Chief Operating Officer — John Bruno: John Bruno is ceasing his role as President and Chief Operating Officer, marking a significant change in the company's leadership.

Results of Operations and Financial Condition. On July 31, 2025, Xerox Holdings Corporation and Xerox Corporation (together, the "Registrants") issued a press release announcing their combined second quarter 2025 earnings. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Exhibit 99.1 to this current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to thi…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures set forth in

by reference. Escrow Release of 2031 Notes As previously reported, in connection with the financing for the Lexmark Acquisition, Xerox Corporation completed a private offering of $400,000,000 aggregate principal amount of 13.500% Senior Secured Second Lien Notes due 2031 (the “2031 Notes”) issued by Xerox Issuer Corporation, a wholly owned subsidiary of Xerox Corporation (“Escrow Issuer”). The 2031 Notes were issued under the Indenture dated as of April 11, 2025 (the “Base Indenture”) entered…

(d) Exhibits - 4 - Exhibit No. Description 4.1 Indenture, dated as of July 1, 2025, among Xerox Holdings Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee 4.2 Pre-Funded Warrant to Purchase Common Stock, dated July 1, 2025 4.3 Second Supplemental Indenture, dated as of July 1, 2025, by and among Xerox Issuer Corporation, as issuer and U.S. Bank Trust Company, National Association, as trustee and collateral agent. 10.1 Amendment No. 1 to First Lien Term L…

Unregistered Sales of Equity Securities On July 1, 2025, Holdings issued a pre-funded warrant (“Warrant”), exercisable for 2,160,256 shares of Holdings’ common stock (“Common Stock”), to one of the purchasers of the 2030 Notes. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Warrant i…

The filing pertains to the approval of an amendment to the equity and performance incentive plan, not a management change.

Entry into a Material Definitive Agreement On May 9, 2025 (the “Issue Date”), Xerox Corporation completed its previously announced private offering of $100,000,000 aggregate principal amount of 13.500% Senior Secured Second Lien Notes due 2031 (the “Additional Notes”) issued by Xerox Issuer Corporation, a wholly-owned subsidiary of Xerox Corporation (“Escrow Issuer”). The Additional Notes have been issued as additional notes under the Indenture dated as of April 11, 2025 (the “Base Indenture”…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above under

Regulation FD Disclosure. Additional Notes Offering On May 6 , 2025, Xerox Corporation priced an offering of $100,000,000 aggregate principal amount of additional Senior Secured Second Lien Notes due 2031 (the “Additional Notes”) to be issued by Xerox Issuer Corporation, a wholly-owned subsidiary of Xerox Corporation, in a private offering to persons reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities…

Results of Operations and Financial Condition. On May 1, 2025, Xerox Holdings Corporation and Xerox Corporation (together, the "Registrants") issued a press release announcing their combined first quarter 2025 earnings. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Exhibit 99.1 to this current Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to this c…