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Item 9A. Controls and Procedures

2026-03-17 compared with 2025-02-24 · 217 added, 240 removed, 465 unchanged (50% of the section changed)

15 unchanged sentences

Based on the above evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

An assessment of internal controls over financial reporting of a recently acquired business may be excluded from management's evaluation of disclosure controls and procedures for up to a year from the date of acquisition.

Lexmark International II, LLC was excluded from management’s assessment of internal control over financial reporting as of December 31, 2025, as it was acquired by the Company during the third quarter of 2025.

Lexmark is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment of internal controls represented approximately 13% and 14%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of this combined Form 10-K.

1 unchanged sentence

In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We excluded ITsavvy Acquisition Company, Inc.

(ITsavvy) from our assessment of disclosure controls and procedures as of December 31, 2024 as it was acquired by the Company during the fourth quarter 2024.

ITsavvy is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment of internal controls represented less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Xerox 2025 Annual Report 164

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Table of Conten t s

Xerox Corporation

13 unchanged sentences

Based on the above evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

1 unchanged sentence

We excluded ITsavvy Acquisition Company, Inc.

(ITsavvy) from our assessment of disclosure controls and procedures as of December 31, 2024 as it was acquired by the Company during the fourth quarter 2024.

Xerox 2024 Annual Report 159

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Other Information

1 unchanged sentence

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.

Separation and Release Agreement

On February 23, 2025, Xerox Corporation entered into a General Release, Non-Competition and Non-Solicitation Agreement (the Release Agreement) with Xavier Heiss, its former EVP, Chief Financial Officer who, as previously disclosed, retired effective as of January 31, 2025 (the Retirement Date).

Pursuant to the Release Agreement, Mr.

Heiss will be entitled to continued vesting of all outstanding restricted stock units held by him as of the Retirement Date through their original vesting dates in exchange for a release of claims in favor of Xerox S.A.S.

and its affiliates.

The Release Agreement also subjects Mr.

Heiss to customary non-disparagement obligations, as well as non-competition and non-solicitation covenants that will apply for 18 months following the Retirement Date and a general cooperation covenant that survives for 36 months following the Retirement Date.

The Release Agreement also contains a release of claims in favor of Mr.

Heiss and a non-disparagement covenant in his favor.

The foregoing description of the Release Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Release Agreement, a copy of which is attached as Exhibit 10 ( ff ) to this Annual Report on Form 10-K and incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Xerox 2025 Annual Report 165

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Table of Conten t s

Directors, Executive Officers and Corporate Governance

5 unchanged sentences

Bandrowczak 65 Chief Executive Officer 2022 2018

Bruno 60 President and Chief Operating Officer 2022 2022

Pastor 41 President and Chief Operating Officer 2025 2024

Charles Butler 51 Chief Financial Officer 2025 2025

Flor Colón 62 Chief Legal Officer and Corporate Secretary 2024 2024

Mirlanda Gecaj 51 Chief Financial Officer 2025 2022

Jacques-Edouard Gueden 59 Chief Channel and Partner Officer 2024 2021

Pastor 40 Chief Administrative Officer and Global Head of Operations 2024 2024

Jacques-Edouard Gueden 60 Chief Revenue Officer 2025 2021

William Twomey 50 Chief Accounting Officer 2025 2025

2 unchanged sentences

Bandrowczak held leadership positions at Alight Solutions, Sutherland Global Services and Hewlett-Packard Enterprises.

Bruno joined Xerox in 2022 as President and Chief Operating Officer, where he is responsible for the Print, Digital Services, and IT Services business units.

Prior to joining Xerox, Mr.

Bruno served as Chief Operating Officer of Aon, a global professional services firm, and Chief Executive Officer of Data & Analytics Services.

Prior to AON, Mr.

Bruno was President, Industry & Field Operations and Executive Vice President of Corporate Development for NCR Corporation.

He has also held senior leadership positions with Goldman Sachs, Merrill Lynch, Cisco Systems, and United Parcel Services.

Pastor was appointed President and Chief Operating Officer of Xerox in September 2025.

Pastor is responsible for the Company’s people, talent, and culture organization, as well as information technology, cybersecurity, global business services, global service delivery, marketing and communications.

Pastor previously served as Executive Vice President and Chief Administrative Officer and Global Head of Operations, until August 2025, after first joining the Company in October 2018 as Executive Vice President and General Counsel.

Butler was named Chief Financial Officer of Xerox in November 2025.

Butler is responsible for the Company’s global finance organization, including financial strategy, planning and analysis, accounting, treasury, enterprise risk management, as well as the Company’s global business services organization.

Butler joined the Company on July 1, 2025, following the acquisition of Lexmark International II, LLC (Lexmark), where he served as Senior Vice President and Chief Financial Officer and Head of Global Business Services from 2020 until the acquisition date.

Colón joined Xerox in 1999 and was named Executive Vice President, Chief Legal Officer and Corporate Secretary in 2024, where she is responsible for Legal, Ethics and Compliance, and Environmental, Health, Safety and Sustainability (EHS&S).

1 unchanged sentence

Colón held various leadership positions within Xerox, most recently serving as Deputy General Counsel, Corporate Secretary and Chief Ethics Officer.

Gecaj was named Executive Vice President and Chief Financial Officer in 2025.

In her role, Ms.

Gecaj oversees the company’s finance organization, including global corporate finance strategy, planning and analysis, accounting, treasury, taxes, audit, enterprise risk management, Xerox TM Financial Services, and investor relations.

Prior to her current role, Ms.

Gecaj served as Vice President and Chief Accounting Officer.

Previously, Ms.

Gecaj spent five years at Element Solutions Inc., where, she most recently served as Vice President, Global Shared Service Strategy.

Prior to joining Element Solutions, she was a senior manager with PricewaterhouseCoopers.

Gueden was named Executive Vice President and Chief Channel and Partner Officer in 2024.

In this role, he leads Xerox’s indirect business as head of Global Channels and Partner business.

Gueden has held various senior management roles during his more than 30-year career with Xerox, most recently as President of EMEA Operations beginning in 2021, where he led the company’s go-to-market teams in Europe, the Middle East, Africa and Eurasian countries to bring Xerox’s full portfolio of products, services and software to clients and partners.

Pastor joined Xerox in 2024 as Executive Vice President and Chief Administrative Officer and Global Head of Operations.

Pastor is responsible for information technology, information security, real estate, the Xerox Reinvention Office, and Xerox’s Global Business Services organization.

Pastor previously served as Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer for Xerox until April 2023, after first joining the company in October 2018 as Executive Vice President and General Counsel.

Gueden was named Chief Revenue Officer of Xerox in September 2025.

In this role, he leads the Company’s direct and indirect print go-to-market units.

Gueden has held various senior management roles during his more than 30-year career with Xerox, most recently as Executive Vice President and Chief Channel and Partner Officer beginning in 2024, where he led the Company’s indirect business.

Twomey joined Xerox in 2025 as Vice President and Chief Accounting officer.

Prior to this appointment, Mr.

Twomey spent 10 years at Paramount Global where he most recently served as Senior Vice President, Global

Xerox 2024 Annual Report 161

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Accounting Operations.

Twomey spent 10 years at Paramount Global where he most recently served as Senior Vice President, Global Accounting Operations.

Prior to his role at Paramount Global Mr.

1 unchanged sentence

Twomey began his career with PricewaterhouseCoopers where he was an audit manager.

Xerox 2025 Annual Report 166

Table of Conten t s

Code of Business Conduct

13 unchanged sentences

Xerox 2025 Annual Report 167

Table of Contents Legal Sign-off 2.24.25

Table of Conten t s

Exhibit and Financial Statement Schedules

20 unchanged sentences

Xerox 2025 Annual Report 168

Table of Contents Legal Sign-off 2.24.25

Table of Conten t s

Xerox Holdings Corporation

4 unchanged sentences

Amounts charged to other income statement accounts (1)

Acquisitions (2)

and other, net

15 unchanged sentences

Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.

(2) Reflects the Lexmark Acquisition on July 1, 2025.

Refer to Note 6 - Acquisitions and Divestitures for additional information regarding the Lexmark acquisition.

(3) Deductions and other, net of recoveries primarily relates to receivable write-offs, but also includes the impact of foreign currency translation adjustments and recoveries of previously written off receivables.

Deferred Tax Asset Valuation Allowances:

(in millions) Balance at beginning of period Additions charged to income tax expense (benefit) Amounts credited to other accounts (1)

(in millions) Balance at beginning of period Additions charged to income tax expense (benefit) Acquisitions (1)

Amounts credited to other accounts (2)

Year Ended December 31, 2025 $ 511 618 822 ( 18 ) $ 1,933

2 unchanged sentences

_____________

(1) Reflects the Lexmark Acquisition on July 1, 2025.

Refer to Note 6 - Acquisitions and Divestitures for additional information regarding the Lexmark acquisition.

(2) Reflects other increases (decreases) to our valuation allowance, including the effects of currency.

1 unchanged sentence

Xerox 2025 Annual Report 169

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Table of Conten t s

Xerox Corporation

4 unchanged sentences

charged to bad debt provision (1)

Amounts charged to other income statement accounts (1)

Acquisitions (2)

and other, net

15 unchanged sentences

Other charges (credits) relate to adjustments to reserves necessary to reflect events of non-payment such as customer accommodations and contract terminations.

(2) Reflects the Lexmark Acquisition on July 1, 2025.

Refer to Note 6 - Acquisitions and Divestitures for additional information regarding the Lexmark acquisition.

Deferred Tax Asset Valuation Allowances:

(in millions) Balance at beginning of period Additions charged to income tax expense (benefit) Amounts credited to other accounts (1)

(in millions) Balance at beginning of period Additions charged to income tax expense (benefit) Acquisitions (1)

Amounts credited to other accounts (2)

Year Ended December 31, 2025 $ 511 618 822 ( 18 ) $ 1,933

2 unchanged sentences

_____________

(1) Reflects the Lexmark Acquisition on July 1, 2025.

Refer to Note 6 - Acquisitions and Divestitures for additional information regarding the Lexmark acquisition.

(2) Reflects other increases (decreases) to our valuation allowance, including the effects of currency.

1 unchanged sentence

Xerox 2025 Annual Report 170

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Table of Conten t s

Index of Exhibits

3 unchanged sentences

Restated Certificate of Incorporation of Xerox Corporation's 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.

Incorporated by reference to Exhibit 3.2 to Xerox Corporation's Current Report on Form 8-K dated July 31, 2019.

See SEC File Number 001-04471.

Restated Certificate of Incorporation of Xerox Holdings Corporation filed with the Department of State of New York on May 19, 2022.

Incorporated by reference to Exhibit 3.2 to Xerox Holdings Corporation's Quarterly Report on Form 10-Q dated May 19, 2022.

Incorporated by reference to Exhibit 3.

1 to Xerox Holdings Corporation's Quarterly Report on Form 10-Q dated May 19, 2022.

See SEC File Number 001-39013.

3 unchanged sentences

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 Annual Report on Form 10-K dated February 23, 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 dated February 23, 2022.

See SEC File Number 001-39013.

4(b) [Reserved]

Form of Indenture dated as of December 4, 2009 between Xerox Corporation and the Bank of New York Mellon, as trustee, relating to an unlimited amount of senior debt securities.

6 unchanged sentences

See SEC File Numbers 001-39013 and 001-04471.

Form of Indenture dated August 6, 2020 among Xerox Holdings Corporation, Xerox Corporation and U.S.

Bank National Association, as Trustee, with respect to Xerox Holdings Corporation’s 5.500% Senior Notes due 2028.

Incorporated by reference to Exhibit 4.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated August 6, 2020.

See SEC File Numbers 001-39013 and 001-04471.

Description of Xerox Holdings Corporation Capital Stock.

5 unchanged sentences

Bank Trust Company, National Association, as trustee, with respect to Xerox Holdings Corporation’s 8.875% Senior Notes due 2029.

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 8-K dated March 25, 2024.

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 25, 2024.

See SEC File Numbers 001-39013 and 001-04471.

Xerox 2024 Annual Report 166

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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.

2 unchanged sentences

See SEC File Numbers 001-39013 and 001-04471.

Indenture, dated April 11, 2025, among Xerox Corporation, as issuer, and U.S.

Bank Trust Company, National Association, as trustee, with respect to Xerox Corporation's 10.250% Senior Secured First 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 April 11, 2025.

See SEC File Number 001-39013.

Xerox 2025 Annual Report 171

Table of Conten t s

Indenture, dated April 11, 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 4.2 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated April 11, 2025.

See SEC File Number 001-39013

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(j) Instruments with respect to long-term debt where the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of Xerox Holdings Corporation and/or Xerox Corporation, as applicable, and its subsidiaries on a consolidated basis have not been filed.

1 unchanged sentence

Officer Severance Program, as amended and restated effective March 11, 2024.

Incorporated by reference to Exhibit 10 .1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 8-K dated March 15, 2024 See SEC File Nos.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated March 15, 2024 See SEC File Nos.

001-39013 and 001-04471.

10(b) [Reserved]

Compensation Plan Agreement, dated as of July 31, 2019 between Xerox Corporation and Xerox Holdings Corporation.

7 unchanged sentences

See SEC File Number 001-04471.

10(d)(3) [Reserved]

10(d)(4) [Reserved]

*10( c )( 3 )

Form of Deferred Stock Unit (“DSU”) Agreement under 2004 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

10(d)(6) [Reserved]

*10( c )( 4 )

Form of Restricted Stock Unit ("RSU") Agreement under 2004 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

10(d)(8) [Reserved]

*10( c )( 5 )

Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, 2021 Amendment and Restatement ("2021 ECPNED")

1 unchanged sentence

See SEC File Number 001-39013.

*10( c )( 6 )

Form of Deferred Stock Unit (“DSU”) Agreement under 2021 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

10(d)(11) [Reserved]

*10( c )( 7 )

Form of Restricted Stock Unit (“RSU”) Agreement under 2021 ECPNED.

2 unchanged sentences

001-39013 and 001-04471.

10(d)(13) [Reserved]

Xerox 2024 Annual Report 167

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Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of June 30, 2017 ("2017 PIP").

Incorporated by reference to Exhibit 10(e)(1) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2017.

See SEC File Number 001-04471.

Amendment No.

1 dated February 1, 2018 to 2017 PIP.

Incorporated by reference to Exhibit 10(e)(18) to Xerox Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017.

See SEC File Number 001-04471.

Form of Omnibus Award Agreement under PIP;

2 unchanged sentences

See SEC File Number 001-04471.

10(e)(4) [Reserved]

Form of Omnibus Award Agreement under PIP;

2 unchanged sentences

See SEC File Number 001-04471.

10(e)(6) [Reserved]

Xerox 2025 Annual Report 172

Table of Conten t s

Form of Omnibus Award Agreement under PIP;

2 unchanged sentences

See SEC File Number 001-04471.

10(e)(8) [Reserved]

Amendment No.

2 dated May 14, 2018 to 2017 PIP.

Incorporated by reference to Exhibit 10.5 to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended June 30, 2018.

See SEC File Number 001-04471.

10(e)(10) [Reserved]

Amendment No.

3 dated January 14, 2019 to 2017 PIP.

Incorporated by reference to Exhibit 10(e)(42) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

See SEC File Number 001-04471.

Performance Elements for 2019 Executive Long-Term Incentive Program.

Incorporated by reference to Exhibit 10(e)(44) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

See SEC File Number 001-04471.

Form of Omnibus Award Agreement under PIP;

13 unchanged sentences

See SEC File No.

Form of Performance Share Unit (“PSU”) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of Restricted Stock Unit (“RSU”) Award Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Xerox 2024 Annual Report 168

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Form of One-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.5 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of Two-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.6 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of Three-Year RSU Agreement under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.7 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of Stock Option Agreement under Xerox Corporation 2005 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.8 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of PSU Award Summary under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of RSU Award Summaries under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of Stock Option Award Summary under Xerox Corporation 2004 Performance Incentive Plan, as amended.

Incorporated by reference to Exhibit 10.11 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Xerox Holdings Corporation Performance Incentive Plan (“XHCPIP”).

10 unchanged sentences

001-39013 and 001-04471.

Form of Omnibus Award Agreement under XCHPIP:

Form of Omnibus Award Agreement under XHCPIP:

Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020.

5 unchanged sentences

001-39013 and 001-04471.

Xerox 2024 Annual Report 169

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Form of Omnibus Award Agreement under XHCPIP:

7 unchanged sentences

001-39013 and 001-04471.

10(f)(8) [Reserved]

10(f)(9) [Reserved]

Form of Omnibus Award Agreement under XHCPIP:

6 unchanged sentences

See SEC File Numbers 001-39013 and 001-04471.

Form of PSU Award Summary under XHCPIP.

Incorporated by reference to Exhibit 10.9 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

Form of RSU Award Summary under XHCPIP.

Incorporated by reference to Exhibit 10.10 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2019.

See SEC File Nos.

001-39013 and 001-04471.

10(f)(14) [Reserved]

10(f)(15) [Reserved]

*10( e )(1 0 )

Xerox Holdings Corporation Performance Incentive Plan, as amended through October 21, 2021.

Xerox 2025 Annual Report 173

Table of Conten t s

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation’s Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2021.

See SEC File Numbers 001-39013 and 001-04471.

*10( e )(1 1 )

Form of E-LTIP Performance Share Unit (“PSU”) Award Agreement (2022) under XHCPIP.

Incorporated by reference to Exhibit 10(f)(17) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022.

Incorporated by reference to Exhibit 10(f)(17) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

*10( e )(1 2 )

Form of E-LTIP Restricted Stock Unit (“RSU”) Graduated-Vesting Award Agreement (2022) under XHCPIP.

Incorporated by reference to Exhibit 10(f)(18) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022.

Incorporated by reference to Exhibit 10(f)(18) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

*10( e )(1 3 )

Form of E-LTIP RSU Cliff-Vesting Award Agreement (2022) under XHCPIP.

Incorporated by reference to Exhibit 10(f)(19) to Xerox Holdings Corporation's Annual Report on Form on Form 10-K dated February 23, 2022.

Incorporated by reference to Exhibit 10(f)(19) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013.

*10( e )( 14 )

Form of International Appendix to E-LTIP PSU and RSU Award Agreements (2022) under XHCPIP.

Incorporated by reference to Exhibit 10(f)(20) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2022.

Incorporated by reference to Exhibit 10(f)(20) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2022.

See SEC File Number 001-39013

10(f)(21) [Reserved]

10(f)(22) [Reserved]

*10( e )( 15 )

Form of 2023 Restricted Stock Unit Award Agreement, 3-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(23) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(23) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

Xerox 2024 Annual Report 170

Table of Contents Legal Sign-off 2.24.25

*10( e )( 16 )

Form of 2023 Restricted Stock Unit Award Agreement, 2-year, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(24) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(24) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

*10( e )( 17 )

Form of 2023 Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(25) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(25) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

*10( e )( 18 )

Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 3-Year under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(26) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(26) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

*10( e )( 19 )

Form of 2023 E-LTIP Restricted Stock Unit Award Agreement, 2-Year under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(27) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(27) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

*10( e )(2 0 )

Form of 2023 Restricted Stock Unit Award Agreement, 3-year under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(28) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(28) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

*10( e) (2 1 )

Form of 2023 Restricted Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(29) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(29) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013

*10( e )( 22 )

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, 2-year under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(30) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Xerox 2025 Annual Report 174

Table of Conten t s

Incorporated by reference to Exhibit 10(f)(30) to Xerox Holdings Corporation's and Xerox Corporation's Combined s Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

*10( e )( 2 3 )

Form of 2023 Performance Stock Unit Award Agreement under XHCPIP, amended and effective as of October 21, 2021.

Incorporated by reference to Exhibit 10(f)(31) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2023.

Incorporated by reference to Exhibit 10(f)(31) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023.

See SEC File Number 001-39013.

10(f)(32) [Reserved]

10(f)(33) [Reserved]

10(f)(34) [Reserved]

10(f)(35) [Reserved]

10(f)(36) [Reserved]

10(f)(37) [Reserved]

*10( e )( 24 )

Form of 2023 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(38) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 10(f)(38) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

*10( e )( 25 )

Form of 2023 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(39) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 10(f)(39) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

*10( e )( 26 )

Form of 2023 E-LTIP Performance Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(40) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 10(f)(40) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013

*10( e )( 27 )

Form of 2024 XSIP Performance Stock Unit Award Agreement, cash-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(41) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 10(f)(41) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

Xerox 2024 Annual Report 171

Table of Contents Legal Sign-off 2.24.25

*10( e )( 28 )

Form of 2024 XSIP Performance Stock Unit Award Agreement, stock-settled under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(42) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 10(f)(42) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

*10( e )( 29 )

Form of 2024 E-LTIP Performance Stock Unit Award Agreement.

Incorporated by reference to Exhibit 10(f)(43) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 10(f)(43) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013.

*10( e )( 30 )

Form of 2024 XSIP Restricted Stock Unit Award Agreement, under XHCPIP, amended and effective on February 21, 2024.

Incorporated by reference to Exhibit 10(f)(44) to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 10(f)(44) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013

Performance Elements for 2025 Executive Long-Term Incentive Program

Management Incentive Plan for 2024 Performance

Management Incentive Plan for 2025

*10( e )( 31 )

Form of 2025 ELTIP Performance Share Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(48) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

*10( e )( 32 )

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year CEO/COO, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(49) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013

*10( e )( 33 )

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(50) to Xerox Corporation and Xerox Holdings Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

Xerox 2025 Annual Report 175

Table of Conten t s

*10( e )( 34 )

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year CEO/COO, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(51) to Xerox Corporation and Xerox Holdings Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013

*10( e )( 35 )

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(52) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

*10( e )( 36 )

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year Cash-Settled, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(53) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013

*10( e )( 37 )

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(54) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

*10( e )( 38 )

Form of 2025 XSIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year Cash Settled, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(55) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

*10( e )( 39 )

Form of 2025 ELTIP Performance Share Unit Award Agreement For CEO And COO Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 3 Year, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(56) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013

*10( e )( 40 )

Form of 2025 ELTIP Restricted Stock Unit Award Agreement Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan - 2 Year, Effective February 19, 2025.

Incorporated by reference to Exhibit 10(f)(57) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

*10( e )( 41 )

2025 Appendix To International Award Agreements Pursuant To Xerox Holdings Corporation 2024 Equity And Performance Incentive Plan.

10(g) [Reserved]

Incorporated by reference to Exhibit 10(f)(58) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

Uniform Rule dated December 17, 2008 for all Deferred Compensation Promised by Xerox Corporation.

9 unchanged sentences

Xerox 2025 Annual Report 176

Table of Contents Legal Sign-off 2.24.25

10(k)(1) [Reserved]

10(k)(2) [Reserved]

Table of Conten t s

2024 Equity and Performance Incentive Plan ("2024 EPIP")

Incorporated by reference to Exhibit 99.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form S-8 dated June 28, 2024.

See SEC File Number 001-39013.

First Amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan

Incorporated by reference to Annex A to Xerox Holdings Corporation's Proxy Statement Schedule 14A dated April 9, 2025.

See SEC File Number 001-39013.

Form of ELTIP RSU Award Agreement, 2-year, stock-settled under 2024 EPIP, amended and effective as of February 18, 2026.

Form of 2026 Cash Award Agreement, 3-year, under 2024 EPIP, amended and effective February 18, 2026.

Form of ELTIP PSU Award Agreement, 3-year, contingent, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of ELTIP PSU Award Agreement, 3-year CEO/COO, contingent, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of ELTIP PSU Award Agreement, 3-year, CEO/COO under 2024 EPIP, amended and effective as of February 18, 2026

Form of ELTIP PSU Award Agreement, 3-year, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of ELTIP RSU Award Agreement, 2-year, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of ELTIP RSU Award Agreement, 2-year, CEO/COO under 2024 EPIP, amended and effective as of February 18, 2026.

Form of ELTIP RSU Award Agreement, 3-year, contingent, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of ELTIP RSU Award Agreement, 3-year, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of ELTIP RSU Award Agreement, 3-year, CEO/COO, contingent, under 2024 EPIP, amended and effective as of February 18, 2026

Form of ELTIP RSU Award Agreement, 3-year, CEO/COO, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of XSIP RSU Award Agreement, 2-year, under 2024 EPIP, amended and effective as of February 18, 2026.

Form of XSIP RSU Award Agreement, 2-year, cash-settled under 2024 EPIP, amended and effective as of February 18, 2026.

Form of XSIP RSU Award Agreement, 3-year, under 2024 EPIP, amended and effective as of February 18, 2026

Form of XSIP RSU Award Agreement, 3-year, cash-settled under 2024 EPIP, amended and effective as of February 18, 2026 .

Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor.

2 unchanged sentences

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.

Executed by Steve Bandrowczak, Louie Pastor, Jacques-Edouard Gueden, Charles Butler and Flor M.

Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation’s and Xerox Corporation’s Current Report on Form 8-K dated December 29, 2023.

1 unchanged sentence

Form of Indemnification Agreement.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q dated November 2, 2022.

Incorporated by reference to Exhibit 10.

2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q dated November 2, 2022.

See SEC File Number 001-39013 and 001-04471.

Credit Agreement, dated as of November 17, 2023, by and among XEROX CORPORATION, a New York corporation, XEROX HOLDINGS CORPORATION, a New York corporation, and each other Guarantor party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent.

Xerox 2025 Annual Report 177

Table of Conten t s

Incorporated by reference to Exhibit 10.1 to Xerox Holding Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated November 17, 2023.

6 unchanged sentences

See SEC File Number 001-39013.

Purchase Agreement dated September 28, 2023 by and between the Company and the Icahn Parties.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated September 28, 2023.

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.

I ncorporated 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.

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 Quarterly Report on Form 8-K dated January 12, 2024.

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 Numbers 001-39013 and 001-04471

Form of Capped Call Confirmation

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 8-K dated March 12, 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 March 12, 2024.

See SEC File Numbers 01-39013 and 001-04471.

Amendment No.

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.

2024 Equity and Performance Incentive Plan

Incorporated by reference to Exhibit 99.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form S-8 dated June 28, 2024.

See SEC File Number 001-39013.

Xerox 2024 Annual Report 173

Table of Contents Legal Sign-off 2.24.25

Securities Purchase Agreement by and among Xerox, ITsavvy Holdings, LLC and ITsavvy Acquisition Company, Inc., dated as of October 15, 2024 (including the form of the Notes).

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated October 17, 2024.

See SEC File Number 001-39013.

Secured Promissory Note, dated November 20, 2024, by and between Xerox Corporation and ITsavvy Holdings, LLC.

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated November 21, 2024.

See SEC File Number 001-39013.

Securities Purchase Agreement by and among Xerox, ITsavvy Holdings, LLC and ITsavvy a cquisition Company, Inc., dated as of October 15, 2024 (including the form of the Notes).

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated October 17, 2024.See SEC File Number 01-39013.

Secured Promissory Note, dated November 20, 2024, by and between Xerox Corporation and ITsavvy Holdings, LLC.

4 unchanged sentences

See SEC File Number 001-39013.

Commitment Letter, dated December 22, 2024, by and among Xerox Corporation and Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD., Regions Bank, Truist Bank and Citigroup Global Markets Inc.

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 23,2024.

See SEC File Number 001-39013.

Commitment Letter, dated December 22, 2024, by and among Xerox Holdings Corporation and DCS Finance, LLC and Christy 2017, LP.

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 23,2024.

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 August 15, 2025.

General Release, Non-Competition and Non-Solicitation Agreement, between Xerox Corporation and Xavier Heiss, dated February 23, 2025.

Incorporated by reference to Exhibit 10(ff) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 24, 2025.

See SEC File Number 001-39013.

Commitment Letter, dated December 22, 2024, by and among Xerox Corporation, Jefferies Finance LLC and Jefferies LLC.

Incorporated by reference to Exhibit 10.4 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated December 23,2024.

Separation and General Release Agreement, between Xerox Corporation and Mirlanda Gecaj, dated December 2, 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 November 13, 2025.

See SEC File Number 001-39013.

Offer Letter dated September 16, 2024 between Xerox Corporation and Mirlanda Gecaj.

Offer Letter dated October 31, 2022 between the Company and John G.

Incorporated by reference to Exhibit 10.

1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated November 14, 2022 .

Xerox 2025 Annual Report 178

Table of Conten t s

Warrant Agreement (including Form of Warrant), dated February 12, 2026, among Xerox Holdings Corporation and Computershare Inc.

and Computershare Trust Company, N.A.

, collectively as warrant agent

Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation's and Xerox Corporation’s combined Current Report on Form 8-K dated February 12, 2026.

See SEC File Number 001-39013 .

Offer Letter dated August 2, 2022, between Steven Bandrowczak, Xerox Holdings Corporation and Xerox Corporation.

Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation's combined Current Report on Form 8-K dated August 2, 2022.

Credit Agreement, dated as of February 17, 2026, by and among XRX Brandco Holdings LLC, the lenders party thereto from time to time and Alter Domus (US) LLC, as administrative 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 February 17, 2026.

Shared Services and License Agreement, dated as of February 17, 2026, by and among Xerox Holdings Corporation, Xerox Corporation, XRX Brandco Holdings LLC and XRX Brandco Holdings LLC and XRX Brandco LLC

Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporation’s combined Current Report on Form 8-K dated February 17, 2026.

See SEC File Number 001-39013

General Release, Non-Competition and Non-Solicitation Agreement, between Xerox Corporation and Xavier Heiss, dated February 23, 2025.

Company Code of Conduct

Management Incentive Plan for 2025 Performance

Annual Bonus Plan (formerly Management Incentive Plan (MIP)) for 2026

Executive Long-Term Incentive Program for 2026 Performance Elements

Company Insider Trading Policy

Incorporated by reference to Exhibit 19 to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024.

Incorporated by reference to Exhibit 19 to Xerox Holdings Corporation's and Xerox Corporation’s combined Annual Report on Form 10-K dated February 23, 2024.

See SEC File Number 001-39013

3 unchanged sentences

Certification of Xerox Holdings Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

Xerox 2024 Annual Report 174

Table of Contents Legal Sign-off 2.24.25

Certification of Xerox Corporation CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).

18 unchanged sentences

Xerox 2025 Annual Report 179

Table of Contents Legal Sign-off 2.24.25

Table of Conten t s

Xerox Holdings Corporation

3 unchanged sentences

Chief Executive Officer

February 24, 2025

March 16, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

February 24, 2025

March 16, 2026

Principal Executive Officer:

2 unchanged sentences

Principal Financial Officer:

/S/ M IRLANDA G ECAJ

/S/ C HARLES B UTLER

Executive Vice President and Chief Financial Officer

Mirlanda Gecaj

Charles Butler

Principal Accounting Officer:

12 unchanged sentences

Xerox 2025 Annual Report 180

Table of Contents Legal Sign-off 2.24.25

Table of Conten t s

Xerox Corporation

3 unchanged sentences

Chief Executive Officer

February 24, 2025

March 16, 2026

February 24, 2025

March 16, 2026

Principal Executive Officer:

2 unchanged sentences

Principal Financial Officer:

/S/ M IRLANDA G ECAJ

/s/ C HARLES B UTLER

Executive Vice President and Chief Financial Officer

Mirlanda Gecaj

Charles Butler

Principal Accounting Officer:

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures