Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Xerox Holdings Corporation
Management's Responsibility for Financial Statements
The management of Xerox Holdings Corporation is responsible for the integrity and objectivity of all information presented in this annual report. The Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes the Consolidated Financial Statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the financial position and results of operations of Xerox Holdings Corporation.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the independent auditors, PricewaterhouseCoopers LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent auditors. The independent auditors and internal auditors have access to the Audit Committee.
Evaluation of Disclosure Controls and Procedures
The management of Xerox Holdings Corporation evaluated, with the participation of our principal executive officer and principal financial officer, or persons performing similar functions, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to Xerox Holdings Corporation, including our consolidated subsidiaries, and was accumulated and communicated to Xerox Holdings Corporation’s management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The management of Xerox Holdings Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the rules promulgated under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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.
Changes in Internal Control over Financial Reporting
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.
Xerox 2025 Annual Report 164
Table of Conten t s
Xerox Corporation
Management's Responsibility for Financial Statements
The management of Xerox Corporation is responsible for the integrity and objectivity of all information presented in this annual report. The Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management's best estimates and judgments. Management believes the Consolidated Financial Statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the financial position and results of operations of Xerox Corporation.
The Audit Committee of the Xerox Holdings Corporation Board of Directors, which is composed solely of independent directors, meets regularly with the independent auditors, PricewaterhouseCoopers LLP, the internal auditors and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible for the engagement of the independent auditors. The independent auditors and internal auditors have access to the Audit Committee.
Evaluation of Disclosure Controls and Procedures
The management of Xerox Corporation evaluated, with the participation of our principal executive officer and principal financial officer, or persons performing similar functions, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms relating to Xerox Corporation, including our consolidated subsidiaries, and was accumulated and communicated to Xerox Corporation’s management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The management of Xerox Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the rules promulgated under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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.
Changes in Internal Control over Financial Reporting
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.
Item 9B. Other Information
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Xerox 2025 Annual Report 165
Table of Conten t s
Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item, with the exception of the information concerning our executive officers, will be included in the Company's definitive proxy statement to be filed with the SEC within 120 days after December 31, 2025, in connection with the solicitation of proxies for the Company's 2026 annual meeting of shareholders (the 2026 Proxy Statement), and is incorporated herein by reference.
Executive Officers of Xerox
The following is a list of the executive officers of Xerox, their current ages, their present positions and the year appointed to their present positions. Each officer is elected to hold office until the meeting of the Board of Directors held on the day of the next annual meeting of shareholders, subject to the provisions of the By-Laws.
Name Age Present Position Year Appointed to Present Position Xerox Officer Since
Steven J. Bandrowczak 65 Chief Executive Officer 2022 2018
Louis J. 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
Jacques-Edouard Gueden 60 Chief Revenue Officer 2025 2021
William Twomey 50 Chief Accounting Officer 2025 2025
Mr. Bandrowczak was appointed Chief Executive Officer of Xerox in 2022 and previously served as President and Chief Operations Officer of Xerox since 2018. Prior to joining Xerox, Mr. Bandrowczak held leadership positions at Alight Solutions, Sutherland Global Services and Hewlett-Packard Enterprises.
Mr. Pastor was appointed President and Chief Operating Officer of Xerox in September 2025. Mr. 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. Mr. 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.
Mr. Butler was named Chief Financial Officer of Xerox in November 2025. Mr. 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. Mr. 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.
Ms. 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). Prior to that, Ms. Colón held various leadership positions within Xerox, most recently serving as Deputy General Counsel, Corporate Secretary and Chief Ethics Officer.
Mr. 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. Mr. 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.
Mr. 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 Accounting Operations. Prior to his role at Paramount Global Mr. Twomey held various accounting roles at Trusted Media Brands and Focus Financial Partners. Mr. 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
We have adopted a code of ethics that applies to all employees, including executive officers and directors. The Code of Business Conduct is available on the Corporate Social Responsibility page of our website at www.xerox.com. A copy of the Code of Business Conduct is available, free of charge, by submitting a written request to: Xerox Corporation, Business Ethics and Compliance Office, 401 Merritt 7 Norwalk, CT 06851–1056 U.S.A.
If we ever were to amend or waive any provision of our Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than filing a Form 8-K.
Item 11. Executive Compensation
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference, provided, however, that the information included under the heading “Pay Versus Performance” in our definitive 2026 Proxy Statement is not incorporated herein by reference or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
Item 13. Certain Relationships, Related Transactions and Director Independence
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.
Xerox 2025 Annual Report 167
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Part IV
Item 15. Exhibit and Financial Statement Schedules
(a) (1) Index to Financial Statements filed as part of this report:
▪ Xerox Holdings Corporation Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) ;
▪ Xerox Corporation Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) ;
▪ Xerox Holdings Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2025 ;
▪ Xerox Corporation Consolidated Statements of (Loss) Income for each of the years in the three-year period ended December 31, 2025 ;
▪ Xerox Holdings Corporation Consolidated Statements of Comprehensive Loss for each of the three years in the period ended December 31, 2025 ;
▪ Xerox Corporation Consolidated Statements of Comprehensive Loss for each of the three years in the period ended December 31, 2025 ;
▪ Xerox Holdings Corporation Consolidated Balance Sheets as of December 31, 2025 and 2024 ;
▪ Xerox Corporation Consolidated Balance Sheets as of December 31, 2025 and 2024 ;
▪ Xerox Holdings Corporation Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 ;
▪ Xerox Corporation Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025 ;
▪ Xerox Holdings Corporation Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 2025 ;
▪ Xerox Corporation Consolidated Statements of Shareholder's Equity for each of the three years in the period ended December 31, 2025 ;
▪ Notes to the Consolidated Financial Statements ; and
▪ All other schedules are omitted as they are not applicable, or the information required is included in the financial statements or notes thereto.
(2) Financial Statement Schedules:
▪ Xerox Holdings Corporation Schedule II - Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2025 ;
▪ Xerox Corporation Schedule II - Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2025 .
(3) Exhibits required to be filed by Item 601 of Regulation S-K: See the Index of Exhibits at pages 171 through 179 inclusive, which is attached to and incorporated into and made a part of this Annual Report.
Xerox 2025 Annual Report 168
Table of Conten t s
Xerox Holdings Corporation
Schedule II Valuation and Qualifying Accounts
Receivables - Allowance for Doubtful Accounts:
(in millions) Balance
at beginning
of period Additions charged to bad debt provision (1)
Amounts charged to other income statement accounts (1)
Acquisitions (2)
Deductions
and other, net
of recoveries (3)
Balance
at end
of period
Year Ended December 31, 2025
Accounts Receivable $ 69 $ 23 $ 1 $ 3 $ ( 23 ) $ 73
Finance Receivables 57 16 — — ( 28 ) 45
$ 126 $ 39 $ 1 $ 3 $ ( 51 ) $ 118
Year Ended December 31, 2024
Accounts Receivable $ 64 $ 25 $ — $ — $ ( 20 ) $ 69
Finance Receivables 92 17 2 — ( 54 ) 57
$ 156 $ 42 $ 2 $ — $ ( 74 ) $ 126
Year Ended December 31, 2023
Accounts Receivable $ 52 $ 22 $ 6 $ — $ ( 16 ) $ 64
Finance Receivables 117 6 2 — ( 33 ) 92
$ 169 $ 28 $ 8 $ — $ ( 49 ) $ 156
_____________
(1) Bad debt provisions relate to estimated losses due to credit and similar collectibility issues. 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) Acquisitions (1)
Amounts credited to other accounts (2)
Balance
at end
of period
Year Ended December 31, 2025 $ 511 618 822 ( 18 ) $ 1,933
Year Ended December 31, 2024 $ 375 195 — ( 59 ) $ 511
Year Ended December 31, 2023 $ 366 ( 4 ) — 13 $ 375
_____________
(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. These did not affect Income tax benefit in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive loss.
Xerox 2025 Annual Report 169
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Xerox Corporation
Schedule II Valuation and Qualifying Accounts
Receivables - Allowance for Doubtful Accounts:
(in millions) Balance
at beginning
of period Additions
charged to bad debt provision (1)
Amounts charged to other income statement accounts (1)
Acquisitions (2)
Deductions
and other, net
of recoveries (3)
Balance
at end
of period
Year Ended December 31, 2025
Accounts Receivable $ 69 $ 23 $ 1 $ 3 $ ( 23 ) $ 73
Finance Receivables 57 16 — — ( 28 ) 45
$ 126 $ 39 $ 1 $ 3 $ ( 51 ) $ 118
Year Ended December 31, 2024
Accounts Receivable $ 64 $ 25 $ — $ — $ ( 20 ) $ 69
Finance Receivables 92 17 2 — ( 54 ) 57
$ 156 $ 42 $ 2 $ — $ ( 74 ) $ 126
Year Ended December 31, 2023
Accounts Receivable $ 52 $ 22 $ 6 $ — $ ( 16 ) $ 64
Finance Receivables 117 6 2 — ( 33 ) 92
$ 169 $ 28 $ 8 $ — $ ( 49 ) $ 156
_____________
(1) Bad debt provisions relate to estimated losses due to credit and similar collectibility issues. 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) Acquisitions (1)
Amounts credited to other accounts (2)
Balance
at end
of period
Year Ended December 31, 2025 $ 511 618 822 ( 18 ) $ 1,933
Year Ended December 31, 2024 $ 375 195 — ( 59 ) $ 511
Year Ended December 31, 2023 $ 366 ( 4 ) — 13 $ 375
_____________
(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. These did not affect Income tax benefit in total as there was a corresponding adjustment to Deferred tax assets or Other comprehensive loss.
Xerox 2025 Annual Report 170
Table of Conten t s
Index of Exhibits
Xerox Holdings Corporation
Xerox Corporation
Document and Location
3(a)(1)
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 Current Report on Form 8-K dated July 31, 2019. See SEC File Number 001-04471.
3(a)(2)
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. 1 to Xerox Holdings Corporation's Quarterly Report on Form 10-Q dated May 19, 2022. See SEC File Number 001-39013.
3(b)(1)
Second Amended and Restated By-Laws of Xerox Corporation dated February 14, 2024.
Incorporated by reference to Exhibit 3(b)(1) to Xerox Holdings Corporation's and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024. See SEC File Numbers 001-39013 and 001-04471.
3(b)(2)
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 dated February 23, 2022. See SEC File Number 001-39013.
4( a )
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.
Incorporated by reference to Exhibit 4(b)(5) to Post-Effective Amendment No. 1 to Xerox Corporation's Registration Statement No. 333-142900. See SEC File Number 001-04471.
4( b )
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.
4(c)
Description of Xerox Holdings Corporation Capital Stock.
4( d )
Form of Registration Rights Agreement dated as of April 2021 by and among Xerox Holdings Corporation, Carl C. Icahn and the named Icahn companies.
Incorporated by reference to Exhibit 4.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. See SEC File Numbers 001-39013 and 001-04471.
4( e )
Indenture, dated March 20, 2024 (the “Indenture”), by and among Xerox Holdings Corporation, Xerox Corporation and Xerox Business Solutions, LLC, as guarantors, and U.S. 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 Current Report on Form 8-K dated March 25, 2024. See SEC File Numbers 001-39013 and 001-04471.
4( f )
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., with respect to Xerox Holding Corporation’s 3.75% Senior Notes due 2030.
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 12, 2024. See SEC File Numbers 001-39013 and 001-04471.
4( g )
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.
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4( h )
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
4( i )
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. Xerox Holdings Corporation and/or Xerox Corporation, as applicable, agrees to furnish to the Commission a copy of each such instrument upon request.
*10(a)
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 Current Report on Form 8-K dated March 15, 2024 See SEC File Nos. 001-39013 and 001-04471.
*10( b )
Compensation Plan Agreement, dated as of July 31, 2019 between Xerox Corporation and Xerox Holdings Corporation.
Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s Current Report on Form 8-K Dated July 31, 2019. See SEC File Number 001-39013.
*10( c )(1)
Xerox Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, as amended and restated as of July 31, 2019 ("2004 ECPNED").
Incorporated by reference to Exhibit 10.3 to Xerox Holdings Corporation's Current Report on Form 8-K dated July 31, 2019. See SEC File Number 001-0447139013.
*10( c )(2)
Form of Agreement under 2004 ECPNED.
Incorporated by reference to Exhibit 10(d)(2) to Xerox Corporation's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2005. See SEC File Number 001-04471.
*10( c )( 3 )
Form of Deferred Stock Unit (“DSU”) Agreement under 2004 ECPNED.
Incorporated by reference to Exhibit 10.13 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( c )( 4 )
Form of Restricted Stock Unit ("RSU") Agreement under 2004 ECPNED.
Incorporated by reference to Exhibit 10.15 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( c )( 5 )
Xerox Holdings Corporation's 2004 Equity Compensation Plan for Non-Employee Directors, 2021 Amendment and Restatement ("2021 ECPNED")
Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's Current Report on Form 8-K dated May 20, 2021. See SEC File Number 001-39013.
*10( c )( 6 )
Form of Deferred Stock Unit (“DSU”) Agreement under 2021 ECPNED.
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 March 31, 2021. See SEC File Nos. 001-39013 and 001-04471.
*10( c )( 7 )
Form of Restricted Stock Unit (“RSU”) Agreement under 2021 ECPNED.
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 March 31, 2021. See SEC File Nos. 001-39013 and 001-04471.
*10(d)(1)
Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable).
Incorporated by reference to Exhibit 10(e)(32) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471.
*10(d)(2)
Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable).
Incorporated by reference to Exhibit 10(e)(34) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471.
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*10(d)(3)
Form of Omnibus Award Agreement under PIP; ELTIP: Stock Options.
Incorporated by reference to Exhibit 10(e)(36) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2017. See SEC File Number 001-04471.
*10(d)(4)
Form of Omnibus Award Agreement under PIP; ELTIP; PSU & RSU (ratable).
Incorporated by reference to Exhibit 10(e)(45) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471.
*10(d)(5)
Form of Omnibus Award Agreement under PIP; ELTIP; RSU (ratable).
Incorporated by reference to Exhibit 10(e)(46) to Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. See SEC File Number 001-04471.
*10(d)(6)
Form of Omnibus Award Agreement under PIP; ELTIP; Stock Options.
Incorporated by reference to Exhibit 10.3 to Xerox Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. See SEC File Number 001-04471.
*10(d)(7)
Xerox Corporation's 2004 Performance Incentive Plan, as amended and restated as of July 31, 2019.
Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s Current Report on Form 8-K dated July 31, 2019. See SEC File No. 001-39013.
*10( e )(1)
Xerox Holdings Corporation Performance Incentive Plan (“XHCPIP”).
Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Current Report on Form 8-K dated May 28, 2020. See SEC File Numbers 001-39013 and 001-04471.
*10( e )(2)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; PSU.
Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation’s and Xerox Corporation’s combined Quarterly Report on Form 10-Q for the Quarter ended June 30, 2020. See SEC File Nos. 001-39013 and 001-04471.
*10( e )(3)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (ratable).
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, 2020. See SEC File Nos. 001-39013 and 001-04471.
*10( e )(4)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 1-year RSUs.
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. See SEC File Nos. 001-39013 and 001-04471.
*10( e )(5)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 2-year RSUs.
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, 2020. See SEC File Nos. 001-39013 and 001-04471.
*10( e )(6)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; 3-year RSUs.
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, 2020. See SEC File Nos. 001-39013 and 001-04471.
*10( e )(7)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; Stock Options.
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, 2020. See SEC File Nos. 001-39013 and 001-04471.
*10(e)(8)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (2-year ratable 50/50).
Incorporated by reference to Exhibit 10(f)(10) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471.
*10(e)(9)
Form of Omnibus Award Agreement under XHCPIP: PIP; ELTIP; RSUs (3-year ratable 33/33/34).
Incorporated by reference to Exhibit 10(f)(11) to Xerox Holdings Corporation’s and Xerox Corporation’s combined Annual Report on Form 10-K for the fiscal year ended December 31, 2020. See SEC File Numbers 001-39013 and 001-04471.
*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 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 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 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 and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2022. See SEC File Number 001-39013
*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 and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013.
*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 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 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 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 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 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 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.
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 and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2023. See SEC File Number 001-39013.
*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 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 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 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 and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024. See SEC File Number 001-39013.
*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 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 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 and Xerox Corporation's Combined Annual Report on Form 10-K dated February 23, 2024. See SEC File Number 001-39013
*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.
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.
*10( f )
Uniform Rule dated December 17, 2008 for all Deferred Compensation Promised by Xerox Corporation.
Incorporated by reference to Exhibit 10(r) to Xerox Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. See SEC File Number 001-04471.
10( g )
Nomination and Standstill Agreement, dated as of January 26, 2021, by and among Xerox Holdings Corporation, Carl C. Icahn and the other parties named therein.
Incorporated by reference to Exhibit 10.1 to Xerox Holdings Corporation's and Xerox Corporation’s Current Report on Form 8-K dated January 26, 2021. See SEC File Numbers 001-39013 and 001-04471.
10( h )
Nomination and Standstill Agreement, dated as of January 26, 2021, by and between Xerox Holdings Corporation and Darwin Deason.
Incorporated by reference to Exhibit 10.2 to Xerox Holdings Corporation's and Xerox Corporation’s Current Report on Form 8-K dated January 26, 2021. See SEC File Numbers 001-39013 and 001-04471.
Xerox 2025 Annual Report 176
Table of Conten t s
10(i)(1)
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.
10(i)(2)
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.
10(i)(3)
Form of ELTIP RSU Award Agreement, 2-year, stock-settled under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(4)
Form of 2026 Cash Award Agreement, 3-year, under 2024 EPIP, amended and effective February 18, 2026.
10(i)(5)
Form of ELTIP PSU Award Agreement, 3-year, contingent, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(6)
Form of ELTIP PSU Award Agreement, 3-year CEO/COO, contingent, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(7)
Form of ELTIP PSU Award Agreement, 3-year, CEO/COO under 2024 EPIP, amended and effective as of February 18, 2026
10(i)(8)
Form of ELTIP PSU Award Agreement, 3-year, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(9)
Form of ELTIP RSU Award Agreement, 2-year, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(10)
Form of ELTIP RSU Award Agreement, 2-year, CEO/COO under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(11)
Form of ELTIP RSU Award Agreement, 3-year, contingent, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(12)
Form of ELTIP RSU Award Agreement, 3-year, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(13)
Form of ELTIP RSU Award Agreement, 3-year, CEO/COO, contingent, under 2024 EPIP, amended and effective as of February 18, 2026
10(i)(14)
Form of ELTIP RSU Award Agreement, 3-year, CEO/COO, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(15)
Form of XSIP RSU Award Agreement, 2-year, under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(16)
Form of XSIP RSU Award Agreement, 2-year, cash-settled under 2024 EPIP, amended and effective as of February 18, 2026.
10(i)(17)
Form of XSIP RSU Award Agreement, 3-year, under 2024 EPIP, amended and effective as of February 18, 2026
10(i)(18)
Form of XSIP RSU Award Agreement, 3-year, cash-settled under 2024 EPIP, amended and effective as of February 18, 2026 .
*10(j)
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 Current Report on Form 8-K dated December 29, 2023. See SEC File Numbers 001-39013 and 001-04471.
*10( k )
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. Colon.
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. See SEC File Numbers 001-39013 and 001-04471.
*10( l )
Form of Indemnification Agreement.
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.
10( m )
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. See SEC File Numbers 001-39013 and 001-04471.
10( n )
Credit Agreement, dated as of July 7, 2022, among Xerox Corporation, Xerox Holdings Corporation, certain Lenders signatory thereto, and Citibank, N.A., as administrative agent.
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 13, 2022. See SEC File Numbers 001-39013 and 001-04471.
10( o )
Credit Agreement, dated May 22, 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 and issuing banks 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 May 23, 2023. See SEC File Number 001-39013.
10( p )
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.
*10( q )
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
*10( r )
Form of Capped Call Confirmation
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.
10( s )
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.
10 ( t )
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 1-39013.
10( u )
Equity Purchase Agreement, dated December 22, 2024, by and among Xerox Corporation, Ninestar Group Company Limited and Lexmark.
Incorporated by reference to Exhibit 2.1 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.
*10(v)
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.
*10(w)
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.
10(x)
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.
Xerox 2025 Annual Report 178
Table of Conten t s
10(y)
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 .
10(z)
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. See SEC File
10(aa)
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
10(bb)
Management Incentive Plan for 2025 Performance
10(cc)
Annual Bonus Plan (formerly Management Incentive Plan (MIP)) for 2026
10(dd)
Executive Long-Term Incentive Program for 2026 Performance Elements
19
Company Insider Trading Policy
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
21
Subsidiaries of Registrant.
23(a)
Consent of PricewaterhouseCoopers LLP re Xerox Holdings Corporation.
23(b)
Consent of PricewaterhouseCoopers LLP re Xerox Corporation.
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. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32(b)
Certification of Xerox Corporation CEO and CFO pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
97
Company Clawback Policy
Incorporated by reference to Exhibit 97 to Xerox Holdings Corporation's Annual Report on Form 10-K dated February 23, 2024. See SEC File Number 001-39013.
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 Document
104 The Cover Page Interactive Data File (formatted as Inline iXBRL and contained in Exhibit 101)
* Indicates a management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None
Xerox 2025 Annual Report 179
Table of Conten t s
Signatures
Xerox Holdings Corporation
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
XEROX HOLDINGS CORPORATION
/S/ S TEVEN J . B ANDROWCZAK
Steven J. Bandrowczak
Chief Executive Officer
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.
March 16, 2026
Signature
Title
Principal Executive Officer:
/S/ S TEVEN J . B ANDROWCZAK
Chief Executive Officer and Director
Steven J. Bandrowczak
Principal Financial Officer:
/S/ C HARLES B UTLER
Executive Vice President and Chief Financial Officer
Charles Butler
Principal Accounting Officer:
/s/ W ILLIAM T WOMEY
Vice President and Chief Accounting Officer
William Twomey
Directors:
/S/ A. S COTT L ETIER
Chairman and Director
A. Scott Letier
/S/ J OHN G. B RUNO
Director
John G. Bruno
/S/ T AMI A. E RWIN
Director
Tami A. Erwin
/S/ P RISCILLA H UNG
Director
Priscilla Hung
/S/ N ICHELLE M AYNARD- E LLIOTT
Director
Nichelle Maynard-Elliott
/S/ E DWARD G. M C L AUGHLIN
Director
Edward G. McLaughlin
/S/ J OHN J. R OESE
Director
John J. Roese
/S/ A MY S CHWETZ
Director
Amy Schwetz
Xerox 2025 Annual Report 180
Table of Conten t s
Signatures
Xerox Corporation
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
XEROX CORPORATION
/S/ S TEVEN J . B ANDROWCZAK
Steven J. Bandrowczak
Chief Executive Officer
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.
March 16, 2026
Signature
Title
Principal Executive Officer:
/S/ S TEVEN J . B ANDROWCZAK
Chief Executive Officer and Director
Steven J. Bandrowczak
Principal Financial Officer:
/s/ C HARLES B UTLER
Executive Vice President and Chief Financial Officer
Charles Butler
Principal Accounting Officer:
/s/ W ILLIAM T WOMEY
Vice President and Chief Accounting Officer
William Twomey
Directors:
/S/ A. S COTT L ETIER
Chairman and Director
A. Scott Letier
/S/ J OHN G. B RUNO
Director
John G. Bruno
/S/ T AMI A. E RWIN
Director
Tami A. Erwin
/S/ P RISCILLA H UNG
Director
Priscilla Hung
/S/ N ICHELLE M AYNARD- E LLIOTT
Director
Nichelle Maynard-Elliott
/S/ E DWARD G. M C L AUGHLIN
Director
Edward G. McLaughlin
/S/ J OHN J. R OESE
Director
John J. Roese
/S/ A MY S CHWETZ
Director
Amy Schwetz
Xerox 2025 Annual Report 181