ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: (a) Unregistered Sales of Equity Securities during the Quarter ended September 30, 2025
−Removed: In connection with the issuance of the 2030 Note, Xerox Holdings issued a pre-funded warrant (the Warrant), exercisable for 2,160,256 shares of Xerox Holdings Corporation’s common stock (Common Stock), at an exercise price of $1.00 per share, of which $0.99 was prefunded, to one of the purchasers of the 2030 Notes.
−Removed: On or about July 31, 2025, the Warrant was exercised by cashless exercise.
−Removed: Refer to Note 13 - Debt in the Condensed Consolidated Financial Statements for additional information regarding the issuance of the 2030 Notes.
−Removed: (b) Issuer Purchases of Equity Securities during the Quarter ended September 30, 2025
+Added: (a) Unregistered Sales of Equity Securities during the Quarter ended March 31, 2026
+Added: On February 12, 2026, 77,271,234 warrants were issued and distributed, at no cost, to the eligible holders of record as of the close of business on February 9, 2026.
+Added: Each holder of record of Xerox Holdings' Common Stock as of the Record Date received one warrant for every two shares of Xerox Common Stock held, rounded down to the nearest whole warrant.
+Added: Holders of record of the Series A Preferred Stock and the Convertible Notes received warrants based on the same ratio in the manner determined by the charter governing the Series A Preferred Stock and the indenture governing the Convertible Notes, respectively.
+Added: Refer to Note 16 - Shareholders Equity of Xerox Holdings' in the Condensed Consolidated Financial Statements for additional information regarding the warrants.
+Added: (b) Issuer Purchases of Equity Securities during the Quarter ended March 31, 2026
Repurchases of Xerox Holdings Corporation's Common Stock, par value $1 per share, include the following:
Board Authorized Share Repurchase Program:
−Removed: There were no repurchases of Xerox Holdings Corporation's Common Stock for the quarter ended September 30, 2025 pursuant to share repurchase programs authorized by Xerox Holdings’ Board of Directors.
−Removed: Repurchases Related to Stock Compensation Programs (1) :
−Removed: Total Number of Shares Purchased Average Price Paid per Share (2)
−Removed: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
−Removed: July 1 through 31 13,071 $ 5.62 n/a n/a
−Removed: August 1 through 31 27,837 3.94 n/a n/a
−Removed: September 1 through 30 — — n/a n/a
−Removed: ____________________________
−Removed: (1) These repurchases are made under a provision in our restricted stock compensation programs for the indirect repurchase of shares through a net-settlement feature upon the vesting of shares in order to satisfy minimum statutory tax-withholding requirements.
−Removed: (2) Exclusive of fees and expenses.
+Added: There were no repurchases of Xerox Holdings Corporation's Common Stock for the quarter ended March 31, 2026 pursuant to share repurchase programs authorized by Xerox Holdings’ Board of Directors.
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES
1 unchanged sentence
Not applicable.
−Removed: Xerox 2025 Form 10-Q 91
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.