Xerox Holdings Corp 10-Q

ITEM 5 — OTHER INFORMATION Rule 10b5-1 Trading Plans None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report. Xerox 2024 Form 10-Q 69 ITEM 6 — EXHIBITS 3.1 Restated Certificate of Incorporation of Xerox Holdings Corporation as of May 19, 2022 (conformed copy). Incorporated by reference to Exhibit 3.1 to Xerox Holdings Corporation’s Current Report on Form 8-K dated May 25, 2022. See SEC File Numbers 001-39013. 3.2 Restated Certificate of Incorporation of Xerox Corporation filed with the Department of State of New York on July 31, 2019. Incorporated by reference to Exhibit 3.2 to Xerox Corporation’s Report on Form 8-K dated July 31, 2019. See SEC File Number 001-04471. 3.3 Amended and Restated By-Laws of Xerox Holdings Corporation dated February 17, 2022. Incorporated by reference to Exhibit 3(b)(2) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2021. See SEC file Numbers 001-39013 and 001-04471. 3.4 Amended and Restated By-Laws of Xerox Corporation dated July 22, 2021. Incorporated by reference to Exhibit 3.3 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. See SEC File Numbers 001-39013 and 001-04471. 10.1 Termination of Consulting Services, dated December 29, 2023, by and between Xerox Holdings Corporation and Louie Pastor. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated December 29, 2023. See SEC File Number 001-39013. 10.2 Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor. Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated December 29, 2023. See SEC File Number 001-39013. 10.3 Form of Change in Control Severance Agreement, effective January 1, 2024, as approved by the Compensation Committee of the Board of Directors of Xerox Holdings Corporation. Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated December 29, 2023. See SEC File Number 001-39013. 10.4 General Release, Non-Competition and Non-Solicitation Agreement, between Xerox Corporation and Joanne Collins Smee, dated January 10, 2024. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated January 10, 2024. See SEC File Number 001-39013. 10.5 Indenture, dated March 11, 2024 (the “Indenture”), among Xerox Holdings Corporation, as issuer, Xerox Corporation and Xerox Business Solutions, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated March 11, 2024. See SEC File Number 001-39013. 10.6 Form of 3.75% Convertible Senior Note due 2030 (included in Exhibit 4.1). Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated March 11, 2024. See SEC File Number 001-39013. 10.7 Indenture, dated March 20, 2024 (the “Indenture”), by and among Xerox Holdings Corporation, as issuer, Xerox Corporation and Xerox Business Solutions, LLC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated March 20, 2024. See SEC File Number 001-39013. 10.8 Form of 8.875% Senior Note due 2029 (included in Exhibit 4.1). Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated March 20, 2024. See SEC File Number 001-39013. 10.9 Amendment No. 2 to Credit Agreement, dated as of June 10, 2024, by and among XEROX CORPORATION, a New York corporation, XEROX HOLDINGS CORPORATION, a New York corporation, the other Loan Parties party thereto, the 2024 Incremental Revolving Lenders party thereto and CITIBANK, N.A., as administrative agent and collateral agent. Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated June 12, 2024. See SEC File Number 001-39013. Xerox 2024 Form 10-Q 70 10.10 Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan Incorporated by reference to Annex A to Xerox Holdings Corporation’s Proxy Statement on Schedule 14A dated April 11, 2024. See SEC File Number 001-39013 . 31(a)(1) Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31(a)(2) Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31(b)(1) Certification of Xerox Holdings Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 31(b)(2) Certification of Xerox Corporation CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a). 32(a) Certification of Xerox Holdings Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32(b) Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 104 The Cover Page Interactive Data File from this Quarterly Report on Form 10-Q, (formatted as Inline XBRL and contained in Exhibit 101). Xerox 2024 Form 10-Q 71 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 (Registrant) By: / S / M IRLANDA G ECAJ Mirlanda Gecaj Vice President and Chief Accounting Officer (Principal Accounting Officer) Date: August 1, 2024 XEROX CORPORATION (Registrant) By: / S / M IRLANDA G ECAJ Mirlanda Gecaj Vice President and Chief Accounting Officer (Principal Accounting Officer) Date: August 1, 2024 Xerox 2024 Form 10-Q 72