Item 5. Other Information
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.
Earnings Release Update
After the filing of the Earnings Release 8-K (as defined below), in determining the preliminary purchase accounting for Lexmark in its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025, the Company determined that the Condensed Consolidated Statement of Cash Flows should reflect the effective settlement of certain pre-existing relationships between Xerox and Lexmark as a cash flow from operating activities separately from the cash flow from investing activities arising from the Lexmark Acquisition.
This presentation differs from the presentation in the Condensed Consolidated Statements of Cash Flows disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the SEC) on October 30, 2025 (the Earnings Release 8-K).
The following table details the previously reported amounts in the Earnings Release 8-K and the as corrected amounts to the Condensed Consolidated Statement of Cash Flows and our Free Cash Flow:
(in millions) As Reported in Form 8-K As Corrected As Reported in Form 10-Q
Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2025
Effective settlement of a pre-existing relationship between Lexmark and Xerox $ — $ — $ (43) $ (43)
Net cash provided by operating activities 159 59 116 16
Acquisitions, net of cash acquired $ (718) $ (717) $ (675) $ (674)
Net cash used in investing activities (725) (737) (682) (685)
Xerox 2025 Form 10-Q 92
ITEM 6 — EXHIBITS
4.1
Indenture, dated July 1, 2025, among Xerox Holdings Corporation, as issuer, and U.S. Bank Trust Company, National Association, as trustee, with respect to Xerox Holdings Corporation’s 13.000% Step Up Senior Lien Notes due 2030.
Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated July 1, 2025. See SEC File Number 001-39013.
4.2
Pre-funded Warrant to Purchase Common Stock, dated July 1, 2025, issued by Xerox Holdings Corporation to Christy 2017, LP
Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated July 1, 2025. See SEC File Number 001-39013.
4.3
Second Supplemental Indenture, dated July 1, 2025, among Xerox Issuer Corporation, as issuer, and U.S. Bank Trust Company, National Association, as trustee, with respect to Xerox Issuer Corporation's 13.500% Senior Secured Second Lien Notes due 2031 .
Incorporated by reference to Exhibit 4.3 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated July 1, 2025. See SEC File Number 001-39013.
10.1
Amendment No.1 to First Lien Term Loan Credit Agreement, dated July 1, 2025, among Xerox Corporation, as borrower, Xerox Holdings Corporation, each 2025 Incremental Term Lender and Jefferies Finance LLC, as administrative 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 July 1, 2025. See SEC File Number 001-39013 .
10.2
Registration Rights Agreement, between Xerox Holdings Corporation and Warrantholders set forth on Schedule 1 thereto, dated July 1, 2025.
Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated July 1, 2025. See SEC File Number 001-39013.
10.3
General Release and Non-Competition Agreement between Xerox Corporation and John Bruno, dated August 14, 2025.
Incorporated by reference to Exhibit 10. 1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated Augus t 1 5 , 2025
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 2025 Form 10-Q 93
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 / W ILLIAM T WOMEY
William Twomey Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Date: November 10, 2025
XEROX CORPORATION
(Registrant)
By: / S / W ILLIAM T WOMEY
William Twomey Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Date: November 10, 2025
Xerox 2025 Form 10-Q 94
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.