DEF 14A of Xerox Holdings Corp, Apr 7, 2026

DEF 14A of Xerox Holdings Corp

Filed Apr 7, 2026 · FY20250001770450-26-000020

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Shareholders annually elect directors to serve for one year and until their successors have been elected and have been qualified. Based on the director nomination process described below, the nine persons whose biographies appear below have been nominated by the Board to serve as directors. All of the director nominees currently serve on the Board. Mr. Scott Letier is being nominated by the Board pursuant to the Nomination and Standstill Agreement, dated January 26, 2021, between the Company and Darwin Deason. See 2021 Nomination and Standstill Agreement for further information. Each nominee brings to us valuable experience from a variety of fields. The biographical information presented regarding each nominee’s specific experience, qualifications, attributes, and skills led our Board to the conclusion that he or she should serve as a director. We believe that each of the nominees has demonstrated business acumen, an ability to exercise independent and sound judgment, an understanding of the Company’s business, and a commitment to serve the Company and our Board. We also value their significant experience on other public company boards of directors and board committees in addition to their experience as senior managers with other companies. The Board has determined that each of the nominees (other than Louis J. Pastor, Chief Executive Officer of the Company, and John Bruno) are independent under The Nasdaq Stock Market LLC (Nasdaq) corporate governance rules and the Company’s independence standards. It is expected that all nominees proposed by our Board will be able to serve on the Board if elected. Although not anticipated, if for any reason a nominee is unable to serve, the proxies may use their discretion to vote for a substitute nominated by the Board.

  2. Board Qualifications

    Board Qualifications The Board is continuously seeking highly qualified candidates to add to the range of skills and experiences represented on our Board. The nine individuals nominated for election at our 2026 Annual Meeting offer a variety of perspectives, personal and professional experiences, and backgrounds. Although each director nominee brings numerous valuable skills and other attributes to the Board, the three key areas of specialization of each director nominee on which the Board relies most heavily are set forth in the table below.

  3. Board Skills Matrix

    Board Skills Matrix

  4. (As of April 2, 2026)

    (As of April 2, 2026)

  5. (As of April 2, 2026)

    | | Bruno | Erwin | Hung | Letier | Maynard-Elliott | McLaughlin | Pastor | Roese | Schwetz | | Key Skills & Experience | | | | | | | | | | | Technology | P | P | | P | P | P | | P | | | M&A and Strategy | | | P | | P | P | P | | P | | Finance | | | | P | P | | | | P | | Business Operations | P | P | P | P | | P | P | P | P | | Reinvention | P | P | P | | | | P | P | |

  6. (As of April 2, 2026)

    In addition, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes, or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company. Each director nominee has consented to being named in this Proxy Statement, and has agreed to serve if elected. The tenure of the current directors who are standing for election at this Annual Meeting averages approximately 2.8 years.

  7. (As of April 2, 2026)

    | | John G. Bruno Age: 61 Director since: 2024 Occupation: Chief Executive Officer of National Veterinary Associates (NVA) Board Committees: Integration (Chair) |

  8. (As of April 2, 2026)

    Other Public Company Directorships (past 5 years): Global Payments (NYSE: GPN); Valor Latitude Acquisition Corp. (NASDAQ: VLAT). Other Background: Mr. Bruno has served as the Chief Executive Officer of National Veterinary Associates since 2025. Prior to that, Mr. Bruno served as President and Chief Operating Officer of Xerox, where he was responsible for the Print, Digital Services, and IT Solutions business units. He has served on the board of directors of Xerox, where he is chair of the Integration Committee, since 2024. Prior to joining Xerox in 2022, Mr. Bruno was CEO of Storm Ventures LLC. Mr. Bruno served as Chief Operating Officer of Aon, a global professional services firm, and Chief Executive Officer of Data & Analytics Services from 2014-2021. Prior to AON, Mr. Bruno was President, Industry & Field Operations and Executive Vice President of Corporate Development for NCR Corporation from 2008-2014. He has also held senior leadership positions with Goldman Sachs, Merrill Lynch, Cisco Systems, and United Parcel Services. Mr. Bruno currently serves on the board of directors of Global Payments Inc., where he is chair of the compensation committee as well as a member of the technology committee. Mr. Bruno also served on the board of directors of Valor Latitude Acquisition Corp. from 2022 to May 2023 where he served as a member of the compensation, audit, and nominating governance committees.

  9. (As of April 2, 2026)

    | | Tami A. Erwin Age: 61 Director since: 2024 Occupation: Former EVP and CEO of Verizon Business Group Education: Business Administration, Pacific Union College, Executive Program at the Stanford University Graduate School of Business Board Committees: Corporate Governance (Chair), Audit, Integration |

  10. (As of April 2, 2026)

    Other Public Company Directorships (past 5 years): John Deere (NYSE: DE), F5 (NASDAQ: FFIV) and York Space Systems (NYSE: YSS). Other Background: Ms. Erwin is a veteran CEO, Fortune 500 director, and expert on digital transformation and growth. She served as EVP and CEO of Verizon Business Group from 2019 to 2022. Prior to becoming EVP and CEO, she served as EVP of Operations at Verizon from 2016 to 2019 and held numerous other senior level positions in the company. As EVP and CEO of Verizon Business, Ms. Erwin led more than 26,000 employees in 60 countries. Over three and a half years, she scaled an organization that delivered significant gains in profitability and revenue ($31+ billion in 2022), and advanced Verizon’s leadership in 5G technology. Ms. Erwin built a culture known for high performance, inclusivity, and belonging. Ms. Erwin serves on the boards of John Deere, F5, York Space Systems, and Skylo. She is a member of the advisory council of Dublin-based Aptiv (NYSE:APTV) and also serves in an advisory role at DevRev, an enterprise software start-up company out of the Bay Area. She is an advisor to the CEO of Cohesity, a Senior Fellow of Mission Possible Partnership, and a Champion of Journey to Lead, a nonprofit that works to advance diversity at the top of the private sector.

  11. (As of April 2, 2026)

    | | Priscilla Hung Age: 59 Director since: 2024 Occupation: Former President & Chief Operating Officer, Guidewire Software Education: B.A., Computer Science, Mills College; MEng, Operation Research & Industrial Engineering, Cornell University Board Committees: Finance, Corporate Governance, Integration |

  12. (As of April 2, 2026)

    Other Public Company Directorships (past 5 years): Ethos Technologies Inc. (NASDAQ: LIFE),Veeva Systems (NYSE: VEEV), Waystar (NASDAQ: WAY), Vonage Holdings (NYSE: VG). Other Background: Ms. Hung served as Senior Advisor to Guidewire Software, a provider of cloud-based software for the P&C insurance industry from 2024 through 2025 after serving in various management roles since 2005, most recently serving as President and Chief Operating Officer from 2020 to 2023. Prior to that, Ms. Hung held senior roles at various companies including Ariba Technologies, Sun Microsystems, and Oracle. She is currently a member of the board of directors of Veeva Systems, a leading provider of industry cloud solutions for the global life sciences industry, where she is also a member of the audit committee. Ms. Hung also serves as a member of the board of directors of Ethos Technologies, an online life insurance platform where she serves as a member of the compensation committee; Waystar, a cloud-based software platform that simplify healthcare payments, where she also serves as a member of the audit and compensation committees. Ms. Hung was a director of Vonage Holdings from 2019 until its acquisition in 2022, where she served as nominating governance chair and a member of the audit, compensation, and technology committees.

  13. (As of April 2, 2026)

    | | Scott Letier Age: 65 Director since: 2018, Chairman of the Board Occupation: Chief Investment Officer and Managing Director of Deason Capital Management, LLC Education: B.B.A. with a concentration in accounting, Southern Methodist University - Cox School of Business Board Committees: Finance (Chair), Corporate Governance |

  14. (As of April 2, 2026)

    Other Public Company Directorships (past 5 years): Conduent Incorporated (NASDAQ: CNDT), Perimeter Acquisition Corp (NASDAQ: PMTR). Other Background: Mr. Letier has served as Chief Investment Officer and Managing Director of Deason Capital Management, LLC (“DCS" and other Deason family affiliates), the family office for the Deason Family since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family, from September 2006 to July 2014. Mr. Letier has over 30 years of experience in leadership roles, previously serving as a private equity investment professional and chief financial officer. He began his career in the assurance group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past and currently serves on two other public boards: serving as the chairman of the audit committee and a member of the governance and risk oversight committees of Conduent Incorporated, a provider of business process outsourcing services; and serving as the chairman of the audit committee of Perimeter Acquisition Corp I, a SPAC focused on the defense and aerospace sectors. Mr. Letier serves on the boards of several private companies, including Gardenuity, Inc., a gardening and wellness focused retailer, where he also serves as chairman, Colvin Resources Group, a Dallas-based search and staffing firm, Great American Media Group, LLC the lead investor in partnership with Sony in an entertainment platform with properties in cable TV, fast-channel, and streaming service, Great American Pure Flix, and Terso Solutions, Inc., a manufacturer of secure and temperature controlled enclosures for inventory management. Mr. Letier also serves on the fund advisory boards of Anchor Capital GP, a Dallas-based private equity firm and venture capital fund, Griffis Residential, a Denver-based multi-family real estate management and investment firm, and Willow Hill Partners, LLC, and Dallas-based multi strategy investment group. Mr. Letier was recently appointed to the Board of Trustees of the Dallas Police and Fire Pension System and previously served on the Board and Executive Committee of the Dallas College Foundation for 21 years.

  15. (As of April 2, 2026)

    | | Nichelle Maynard-Elliott Age: 57 Director since: 2021 Occupation: Former Executive Director, Mergers & Acquisitions, for Praxair, Inc. (a wholly-owned subsidiary of Linde plc) Education: B.A. in Economics, Brown University; J.D., Columbia University School of Law Board Committees: Compensation and Human Capital (Chair), Corporate Governance |

  16. (As of April 2, 2026)

    Other Public Company Directorships (past 5 years): Element Solutions Inc. (NYSE: ESI); Lucid Group, Inc. (NASDAQ: LCID). Other Background: Ms. Maynard-Elliott was Executive Director, Mergers & Acquisitions, for Praxair, Inc., a worldwide industrial gases company, from July 2011 to May 2019, where, among other things, she advised Praxair on its $90 billion merger with the Linde Group in 2018. In this role, she was responsible for evaluating and negotiating global acquisitions, divestitures, joint ventures, and other business combinations. Ms. Maynard- Elliott joined Praxair in 2003. Prior to Praxair, Ms. Maynard-Elliott served as an associate at the law firms of Kelley Drye & Warren LLP, Pryor Cashman LLP, and Weil, Gotshal & Manges LLP. Ms. Maynard-Elliott served as an independent director of Element Solutions Inc., a global specialty chemicals firm between August 2018 and June 2024. Ms. Maynard-Elliott has served as an independent director of Lucid Group, Inc., a manufacturer of electric vehicles, since 2021, and currently serves as a member of its compensation, audit and nominating and corporate governance committees. She also serves as a trustee of The Advisor’s Inner Circle Fund III (and affiliated trusts), where she is chair of its governance committee.

  17. (As of April 2, 2026)

    | | Edward G. McLaughlin Age: 60 Director since: 2024 Occupation: President and Chief Technology Officer of Mastercard Education: B.A., University of Pennsylvania, Wharton School of Business Board Committees: Compensation and Human Capital, Corporate Governance |

  18. (As of April 2, 2026)

    Other Background: Mr. McLaughlin has served as the President and Chief Technology Officer of Mastercard and a member of the company’s executive committee since 2017. He oversees the company’s technology functions, including the global payments network, enterprise platforms, technology infrastructure and operations, information security, and global technology hubs. Prior to this role, he served as Chief Information Officer, directing the development of Mastercard products and services. Prior to joining Mastercard in 2005, Mr. McLaughlin was group Vice President of products and strategy at Metavante (now FIS), which he joined in 2002 through the acquisition of Paytrust, an online payments company of which he was co-founder and CEO. Prior to co-founding Paytrust, Mr. McLaughlin was the Executive Vice President of products and marketing at LogicWorks, Inc., a data modeling software company. He is a graduate of the University of Pennsylvania, Wharton School of Business, and a founding member of the Harvard Kennedy School’s Council on the Responsible Use of Artificial Intelligence. Mr. McLaughlin was awarded the Forbes CIO Innovation Award for 2019, and named to the CIO Magazine Hall of Fame in 2024.

  19. (As of April 2, 2026)

    | | Louis J. Pastor Age: 41 Director since: 2026 Occupation: Chief Executive Officer of Xerox Education: B.A., The Ohio State University; J.D., University of Pennsylvania Law School |

  20. (As of April 2, 2026)

    Other Background: Mr. Pastor was named Chief Executive Officer of Xerox Holdings Corporation effective March 31, 2026. Prior to his appointment as Chief Executive Officer, Mr. Pastor served in a variety of senior executive roles since first joining Xerox in 2018, including President, Chief Operating Officer, Chief Administrative Officer, Chief Transformation Officer, Chief Corporate Development Officer and Chief Legal Officer. Mr. Pastor briefly served as an outside consultant to Xerox from April 18, 2023 to January 1, 2024, when he rejoined Xerox as Executive Vice President, Chief Transformation & Administrative Officer. Prior to joining Xerox, Mr. Pastor was deputy general counsel at Icahn Enterprises and began his career as an attorney at Simpson, Thacher & Bartlett LLP. Mr. Pastor earned his law degree from the University of Pennsylvania Law School and a Bachelor of Arts degree from The Ohio State University.

  21. (As of April 2, 2026)

    | | John J. Roese Age: 55 Director since: 2024 Occupation: Chief Technology Officer and Chief AI Officer at Dell Technologies Education: B.S., University of New Hampshire Board Committees: Audit, Finance |

  22. (As of April 2, 2026)

    Other Background: Mr. Roese is Global Chief Technology Officer and Chief AI Officer at Dell Technologies. He is responsible for establishing the company’s future-looking technology strategy, accelerating AI adoption for Dell and its customers and establishing Dell as the undisputed thought leader in the area of Enterprise AI. He fosters a culture of innovation, keeping Dell at the forefront of the industry while anticipating customers’ technology needs before they arise. From quantum to AI, 5G, edge, hybrid cloud, data management and security, Mr. Roese and his team are responsible for navigating the latest technology inflection points, accelerating AI-driven outcomes and scaling generative and agentic AI initiatives that lead to human progress. Mr. Roese has a passion for going places nobody else has been and his career has mirrored this passion with moves across almost every technological domain, from enterprise to telecom to semiconductors to security. Prior to joining Dell in 2012, Mr. Roese was the CTO, CIO, CMO, GM and leader of several technology companies including Nortel, Broadcom, Futurewei, Enterasys and Cabletron Systems. Mr. Roese is an established public speaker, published author and holds more than 20 pending and granted patents in areas such as policy-based networking, location-based services and security. He was recently named #1 on AI Magazine’s list of Top 10 Chief AI Officers, 20th on AI Magazine’s Top 100 Leaders and to the H2O AI 100 list. In addition to his leadership at Dell, Mr. Roese plays a significant role in the broader ecosystem, including company, industry, government and academic boards. He currently serves on the board of directors for Open Source Security Foundation and Purdue Research Foundation. In the past, he has served as a board member for ATIS, OLPC, Blade Networks, Pingtel, Bering Media, Nexoya, Cloud Foundry, Federal Communications Commission CSRIC 8 and the NYU Wireless Industry Advisory Board.

  23. (As of April 2, 2026)

    | | Amy Schwetz Age: 51 Director since: 2024 Occupation: SVP & Chief Financial Officer of Flowserve Education: B.S., Accounting, Indiana University Board Committees: Audit (Chair), Compensation and Human Capital |

  24. (As of April 2, 2026)

    Other Public Company Directorships (past 5 years): Dril-Quip (NYSE: DRQ). Other Background: Ms. Schwetz has served as SVP & Chief Financial Officer of Flowserve, a manufacturer of industrial equipment and aftermarket service provider, since 2020. In this role, she oversees accounting, tax, treasury, investor relations, financial planning and analysis, internal audit, and M&A activity. From 2005-2020, Ms. Schwetz held various management roles at Peabody Energy Corporation, where she most recently served as EVP & Chief Financial Officer. Ms. Schwetz began her career at Ernst & Young, where she held multiple audit roles during her tenure. She served as a member of the board of directors of Dril-Quip, Inc., between September 2019 and May 2024, where she also served as chair of the audit committee. Ms. Schwetz serves on the Jesuit Dallas Foundation Board of Trustees (not-for-profit) and has served as a member of the Dean’s Council for the Indiana University School of Business.

  25. 2025 Compensation of Directors

    2025 Compensation of Directors Compensation for our directors is determined by the Corporate Governance Committee and approved by the full Board. Directors who are our employees receive no additional compensation for serving as a director. Accordingly, Mr. Bandrowczak, our previous Chief Executive Officer, did not receive any additional compensation for his service on the Board during 2025. Similarly, Mr. Bruno did not receive any additional compensation for his service on the Board during the time he served as President and Chief Operating Officer of the Company through August 31, 2025 and he has not received any additional compensation for his service on the Board since ceasing to be employed by the Company. As discussed above, in September 2025, the Board formed the Integration Committee to assist the Board in discharging its oversight duties with respect to the Company’s ongoing integration of the Lexmark business and named Mr. Bruno as the committee's chair. In recognition of his pivotal role in the conception and execution of the Company's Reinvention, including the Lexmark acquisition and integration, and the importance of his involvement to the success of the initiative going forward, the Board approved the continued vesting of the restricted stock units (RSUs) awarded to Mr. Bruno during his tenure as President and Chief Operating Officer. The vesting of RSUs will continue for so long as Mr. Bruno serves both as chair of the Integration Committee (for the duration of such committee) and a member of the Board, and is in lieu of any other compensation to which he would be otherwise entitled as a Board member and committee chair. For each year of board service (which is measured from the date of one annual meeting until the next annual meeting), each non-employee director is eligible to receive an annual cash retainer of $85,000 and an annual equity award with a grant date fair value of $225,000. In addition, the independent (non-executive) Chairman of the Board receives an additional $100,000 in cash and $50,000 in equity. The following amounts are payable in respect of committee service by non-employee directors for the board service year: •$35,000 to the chair of the Audit Committee •$15,000 to each member of the Audit Committee (other than the chair) •$30,000 to the chair of the Compensation and Human Capital Committee •$12,500 to each member of the Compensation and Human Capital Committee (other than the chair) •$25,000 to the chair of the Corporate Governance Committee •$20,000 to the chair of the Finance Committee •$12,500 to each member of the Integration Committee (other than Mr. Bruno) •$10,000 to members of the Corporate Governance Committee and Finance Committees (other than the chairs of such committees). There is an annual total compensation cap of $750,000 for each non-employee director. Because we have an independent Chairman of the Board, we do not have a Lead Independent Director. In February 2024, the Board approved a new director compensation program under which directors receive their cash retainer and all committee fees in the form of cash paid on a quarterly basis in arrears. Directors currently receive their annual equity retainer in the form of RSUs, unless they elect to receive deferred stock units (DSUs), with such election to be made prior to the fiscal year in which the DSUs are earned. DSUs and RSUs are issued under the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (the 2024 Plan), which was approved by Xerox Holdings Corporation shareholders at the 2024 Annual Meeting of Shareholders. RSUs generally vest one year following the date of grant and are paid out in shares of Common Stock within 30 days of the vesting date. DSUs generally vest one year following the date of grant but are not paid out until 30 days following a director’s termination of Board service. If there is a change in control of the Company, the terms of the 2024 Plan provide that all DSUs and RSUs held by directors shall become vested and paid in cash as soon as practicable following such change in control. Beginning with the 2025-2026 Board service year, directors have the option to elect to receive up to 100% of their cash compensation in the form of additional RSUs or DSUs, as applicable. Directors also receive cash reimbursement for out-of-pocket expenses incurred in connection with their service on the Board. Vested DSUs include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of Common Stock would be entitled to receive in dividends. Vested RSUs (which are issued in the form of Common Stock following vesting) receive regular cash dividends at the same time and in the same amount as other shareholders. Dividend equivalents are not credited with respect to DSUs or RSUs that have not vested; however, when DSUs or RSUs initially vest, they are credited with dividend equivalents equal to the dividends that would have been paid during the vesting period. DSU dividend equivalents are paid in the form of additional DSUs, and RSU dividends are paid in the form of cash. All non-employee directors are required to establish a meaningful equity ownership interest in the Company, which is currently equal in value to three times the annual Board cash retainer. This requirement must be achieved within three years of the initial date of election as director and may be achieved by a director holding RSUs, DSUs, or a combination of both. Each of our directors has either complied with this requirement, or has not completed three years of service on the Board and is working toward being compliant with this requirement by the time they complete three years of service. Each director is prohibited from engaging in short-swing trading and trading in puts and calls with respect to Xerox stock and is prohibited from using any strategies or products to hedge against potential changes in the value of Xerox stock (collectively, hedging). “Short sales” are also prohibited. Under the Company’s insider trading policy, directors are permitted to sell Xerox securities only if they have entered into trading plans pursuant to SEC Rule 10b5-1, and are permitted to buy Xerox securities only with prior approval from the Chief Legal Officer. In addition, under the Company’s insider trading policy, directors are prohibited from pledging Xerox stock, including depositing Xerox securities in margin accounts at brokerage firms, or using Xerox stock as collateral.

  26. Director Compensation

    Director Compensation Individually, the compensation for each non-employee director during 2025 was as follows:

  27. Director Compensation

    | Name of Director | Fees Earned or Paid in Cash $(1) | Stock Awards $(2)(3) | Option Awards $ | Non-Equity Incentive Plan Compensation $ | Change in Pension Value and Non-Qualified Deferred $ | All Other Compensation $ | Total $ | | Tami A. Erwin | 159,375 | 225,000 | — | — | — | — | 384,375 | | Priscilla Hung | 134,375 | 225,000 | — | — | — | — | 359,375 | | Scott Letier | 215,000 | 382,500 | — | — | — | — | 597,500 | | Nichelle Maynard-Elliott | 160,000 | 225,000 | — | — | — | — | 385,000 | | Edward G. McLaughlin | 148,508 | 225,000 | — | — | — | — | 373,508 | | John Roese | 110,000 | 280,000 | — | — | — | — | 390,000 | | Amy Schwetz | 165,625 | 225,000 | — | — | — | — | 390,625 |

  28. Director Compensation

    ________ (1) Represents the amount of cash paid in 2025. (2) The value of compensation awarded in the form of DSUs or RSUs is reflected in this column. The amount presented in this column reflects the aggregate grant date fair value of the DSUs and RSUs awarded during 2025, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation, and excludes dividend equivalents accrued during the period. A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 23 (Stock-Based Compensation) to our 2025 audited financial statements of our Annual Report on Form 10-K filed with the SEC on March 17, 2026. We award DSUs and/or RSUs annually on the date of our annual meeting of shareholders. The DSUs and/or RSUs awarded are intended to cover the period from one annual meeting to the next annual meeting, rather than the fiscal year in which they were awarded, and the DSUs and RSUs fully vest when the director completes the year of service from one annual meeting to the next annual meeting. (3) In accordance with applicable SEC rules, dividend equivalents accrued in 2025 on DSUs and RSUs are not included in the Director Compensation table because those amounts were factored into the grant date fair values of the DSUs and RSUs. For information on compensation for Mr. Bandrowczak, a former director and the former CEO of Xerox, and Mr. Bruno, a director and former President and Chief Operating Officer of Xerox, see the Summary Compensation Table.

  29. 2025 Compensation in a Transitional Year

    2025 Compensation in a Transitional Year The 2025 annual incentive program was established prior to the closing of the Lexmark acquisition and reflected the Company’s structure at that time. The annual incentive program remained anchored to profitability measures and Corporate Social Responsibility (CSR) objectives. Following the close, performance goals were updated to reflect the inclusion of Lexmark results for the period following closing. The 2025 long-term incentive program was designed in the context of a pending transaction and ongoing Reinvention initiatives. Given the inherent uncertainty of establishing durable multi-year targets before the combined company’s financial profile was fully defined, the Committee structured the program to balance near-term accountability with continued multi-year shareholder alignment through equity exposure. This approach was appropriate for a transitional year as it provided clarity while preserving alignment to execution and financial discipline.

  30. Leadership Continuity and Equity Capacity

    Leadership Continuity and Equity Capacity The path from transaction close to full integration requires disciplined execution and is subject to significant risk. The success of this next phase depends on the continuity, effective succession, engagement, and accountability of the leadership team responsible for delivering synergies, strengthening the operating model, and improving the balance sheet. As part of this process, the Company recently effected a leadership transition, with the COO assuming the role of Chief Executive Officer. The Committee believes this transition reflects the depth of the Company's leadership bench and the importance of maintaining continuity through internal succession. Our executives' valuable experience and commitment to our shareholders has been integral to the growth and stability of the Company. At the same time, the current share price environment has materially reduced the holding and incentive power of outstanding equity awards. When making new awards a lower stock price results in a greater number of shares being needed to deliver competitive grant values. As a result, there is an insufficient number of shares in our current equity plan reserve to make competitive and retentive awards to our equity participants. Without additional share capacity, we would face increased reliance on cash-based alternatives to retain and motivate key leaders through our continued integration and reinvention. In this context, retention extends beyond any single executive and encompasses the leadership team responsible for executing integration priorities and sustaining operational momentum. The proposed share authorization request is therefore directly connected to the 2026 compensation framework and our integration strategy. It is intended to: •Preserve a performance-oriented long-term incentive structure; •Reinforce leadership stability during a multi-year integration period; •Align management incentives with long-term shareholder value creation; and •Avoid shifting retention costs disproportionately to cash, preserving financial flexibility and supporting disciplined balance sheet management as part of the broader transformation. The Committee carefully evaluated projected dilution, share usage, competitive positioning, and governance considerations in developing this proposal. We recognize that this is a meaningful request and that our equity usage has temporarily increased from previous year's norms. However, we believe that maintaining adequate equity capacity during this execution phase is essential to mitigating leadership disruption risk and ensuring stability across the leadership team during a period of active transition.

  31. Chief Financial Officer Transitions

    Chief Financial Officer Transitions Retirement of Xavier Heiss and Appointment of Mirlanda Gecaj Xavier Heiss retired as Executive Vice President and Chief Financial Officer effective January 31, 2025, consistent with the Company’s succession planning. His retirement arrangements were provided in accordance with his existing agreements and the Company’s executive programs. Upon Mr. Heiss' retirement, Mirlanda Gecaj, previously the Company’s Chief Accounting Officer, was appointed Executive Vice President and Chief Financial Officer effective February 1, 2025. The Board’s decision reflected its focus on internal succession and leadership continuity. Ms. Gecaj's compensation was established based on peer benchmarking, internal equity considerations, and the scope of her expanded responsibilities. Departure of Mirlanda Gecaj and Appointment of Charles Butler On December 2, 2025, Ms. Gecaj's employment with the Company ended and she departed from her role as Executive Vice President and Chief Financial Officer. Her separation arrangements were consistent with the terms of her employment and the Company’s executive severance framework, as disclosed in the Company’s Form 8-K. Effective December 2, 2025, the Board appointed Charles Butler as Executive Vice President and Chief Financial Officer. Mr. Butler joined the Company on July 1, 2025 in connection with the closing of the Lexmark acquisition, where he had served as Chief Financial Officer. In his role at Xerox, Mr. Butler is responsible for the Company’s global finance organization, including financial planning and analysis, accounting, treasury, tax, and investor relations. Prior to his appointment as Executive Vice President and Chief Financial Officer of Xerox, Mr. Butler agreed to waive and release any remaining right to benefits, payments and entitlements under the Lexmark change-in-control agreement. Xerox did not enhance, reimburse, or supplement the contractual benefits payable under the legacy arrangement, and Mr. Butler does not participate in any legacy Lexmark change-in-control protections.

  32. Executive Compensation Best Practices

    | What We Do | What We Don’t Do | | ✓ Emphasize pay for performance to align executive compensation with our business strategy and promote creation of long-term shareholder value. ✓ Use multiple sources of data including peer group and survey information as reference points to assess total target compensation. ✓ Require double-trigger vesting of equity awards upon a change in control. ✓ Recover from executive officers the amount of any erroneously awarded incentive-based compensation in the event of an accounting restatement. ✓ Impose clawback provisions enabling recovery of compensation, in the event of detrimental activity. ✓ Maintain stock ownership holding requirements for executive officers. ✓ Require non-compete and non-solicitation agreements during employment and post-employment, as permissible under local law. ✓ Provide minimal executive perquisites. ✓ Design compensation programs with controls to mitigate risk. ✓ Engage an independent compensation consultant that advises the Committee on executive compensation and non-employee director compensation matters. ✓ Conduct continuous shareholder outreach to discuss matters related to executive compensation and corporate governance. | ✗ NO payment of dividends or dividend equivalents before RSUs are vested or PSUs are earned. Additionally, no payment of dividends or dividend equivalents on stock options. ✗ NO accrual of additional benefits under our non-qualified pension plans, which were frozen in 2012, and no Company contributions under our non-qualified deferred compensation plan, which was closed to new contributions after 2018. ✗ NO payment of tax gross-ups on perquisites other than in connection with relocation and tax equalization for international assignment allowances. ✗ NO excise tax gross-ups in change-in-control arrangements. ✗ NO hedging or pledging of Xerox stock by executive officers. ✗ NO employment agreements (unless customary under applicable law or in connection with new hire arrangements). |

  33. Compensation Structure for Fiscal Year (FY) 2025

    | Type of Pay | Purpose | Key Characteristics | | Base Salary | | | | Fixed | •Fixed cash compensation based on the individual’s experience, skills, and competencies, relative to competitive market value of the role. | •Reflects competitive market conditions and individual performance. •Commensurate with scope of responsibility, internal value of the position, and impact to the Company, reflecting internal pay equity. | | Annual Cash Incentive (MIP) | | | | Performance-Based | •Variable cash compensation motivates achievement of annual strategic goals, as measured by objective, pre-established financial and strategic metrics. | •Target opportunities are based on market data and reflect impact to the Company. •Metrics are intended to drive consistent growth by measuring successful execution of our current strategy. •Inclusion of CSR metric underscores the importance of our environment, safety, and people in a measurable and objective way. •Actual awards are based on achievement of measurable performance targets. | | Long-Term Incentives (LTIP) | | | | Restricted Stock Units (RSUs) | •Aligns with market practice. •Promotes retention in a highly competitive marketplace. | •Comprises 50% of LTI grant for FY 2025 •Beginning with the FY 2025 award, vesting over 3 years (33% vesting after 12 months and the remaining vests ratably, or quarterly thereafter) | | Performance Share Units (PSUs) | •Aligns compensation with key indicators of success of our strategy. •Encourages focus on long-term shareholder value creation through profitable growth and increase in stock price over time. •Promotes retention through long-term performance achievement and vesting requirements. | •Comprises 50% of LTI grant for FY 2025 •Cliff vesting three-years from grant date. •Payouts based on achieving performance metrics reflecting creation of shareholder value. |

  34. Competitive Market Information

    Competitive Market Information Each year, the Committee receives and reviews a report comparing all elements of compensation for our NEOs with the compensation of the NEOs from companies in our peer group. The Committee reviews the peer group total target compensation for each NEO. The competitive peer group market data is prepared, analyzed, and presented to the Committee’s independent compensation consultant. The independent compensation consultant also provides a broader set of survey data that is size-adjusted to reflect companies of similar revenue scope. When setting compensation, the Committee also reviews the Company’s performance in relation to the peer group as well as individual performance and contributions by each NEO.

  35. 2025 Peer Group

    2025 Peer Group The Committee regularly reviews the composition of the compensation peer group, and makes modifications as appropriate. The 2025 peer group was approved in July 2024, following an assessment and guidance from the Committee's independent compensation consultant. No changes were made to the peer group from the prior year. The Committee relied on the following factors when evaluating the appropriateness of the peer group: •Comparable in size (considering revenue, market capitalization, enterprise value, and other size metrics); •Comparable in terms of business complexity and industry focus; •Companies with which Xerox is likely to compete for executive talent; and/or •Companies that share a similar business model and/or similar business content in one or more areas to our traditional business, as well as our changing business model through our business reinvention. The following peer group was approved by the Committee and was used in determining 2025 pay decisions.

  36. 2025 Peer Group

    | 2025 Peer Group | | | | CDW Corporation | Motorola Solutions, Inc. | Trimble Inc. | | CGI Inc. | NCR Corporation(1) | Western Digital Corporation | | Ciena Corporation | NetApp, Inc. | Zebra Technologies Corporation | | CommScope Holding Company, Inc. | OpenText Corporation | | | DXC Technology Company | Sanmina Corporation | | | Juniper Networks, Inc. | Seagate Technology Holdings plc | | | Keysight Technologies, Inc. | Teledyne Technologies Incorporated | |

  37. 2025 Peer Group

    (1) For NCR Corporation, our 2025 Peer Group now reflects their split into NCR Voyix Corporation and NCR Atleos Corporation.

  38. Total Target Compensation

    | | Annual Base Salary ($)(1) | Target MIP (% of Salary)(1) | Target MIP ($)(1) | LTIP (RSUs and Target PSUs) ($) | Total Target Compensation (Base + Target MIP + LTIP) ($) | | Steven J. Bandrowczak | 1,100,000 | 170% | 1,870,000 | 11,400,000 | 14,370,000 | | John Bruno(2) | 850,000 | 150% | 1,275,000 | 7,500,000 | 9,625,000 | | Louis J. Pastor | 625,000 | 100% | 625,000 | 3,250,000 | 4,500,000 | | Charles Butler(3) | 550,000 | 100% | 550,000 | 2,000,000 | 3,100,000 | | Jacques-Edouard Gueden(4) | 590,071 | 100% | 590,071 | 2,200,000 | 3,380,142 | | Flor M. Colón | 505,000 | 100% | 505,000 | 1,000,000 | 2,010,000 | | Mirlanda Gecaj(5) | 550,000 | 100% | 550,000 | 2,000,000 | 3,100,000 | | Xavier Heiss(4)(6) | 750,999 | —% | — | — | 750,999 |

  39. Target Pay Mix

    Target Pay Mix The charts below show the 2025 pay mix for our NEOs, and the portion of their total compensation that is at risk. The target pay in the charts represents base salary, target MIP incentive awards, and grants of LTIP incentive awards at target (which include a PSU and RSU component). •93% of pay for our CEO is at risk and creates alignment with shareholders •83% of pay for our other NEOs is at risk and creates alignment with shareholders.

  40. Setting Annual Bonus Plan Targets and Determining Payout

    Setting Annual Bonus Plan Targets and Determining Payout The following chart shows our annual process for setting MIP targets and determining payout of the prior year’s awards. This process typically takes place in the first quarter of each year.

  41. Setting Annual Bonus Plan Targets and Determining Payout

    | Role | Responsibility | | Board of Directors | •Reviews Company results for prior year •Considers annual operating plan for the current year | | CEO | •With the Chief Financial Officer (CFO), assesses prior-year performance •Recommends non-CEO actions related to payment of awards based on prior-year performance •Recommends to the Committee performance measures for the current year •Recommends establishment of annual bonus target awards for the current year for the other NEOs | | Compensation and Human Capital Committee | •With the input of the CEO and CFO, assesses prior-year performance against goals •Prior to Committee approval, CFO certifies prior-year performance results •With the input of the CEO (excluding CEO pay-related actions), determines annual bonus awards earned for the prior year •Sets performance measures and weightings for the current year, including the threshold, target and maximum goals for each measure, payout ranges, potential adjustment categories, and overall design |

  42. Setting LTIP Targets and Determining Grants

    Setting LTIP Targets and Determining Grants The following chart shows our annual process for setting LTIP targets and determining grants. This process typically takes place in the first quarter of each year.

  43. Setting LTIP Targets and Determining Grants

    | LTIP Planning Process | | | Actions the Compensation & Human Capital Committee takes annually with respect to LTIP awards | •For completed performance periods, determines the number of PSUs, if any, earned by each NEO based on the results for the performance period •For the new PSU cycle, establishes overall design, performance measures and weightings; threshold, target, and maximum achievement levels for each measure with associated payout ranges; and vesting schedule. | | Specific actions taken for 2025 LTIP Grants | •Approved new LTIP grant values and grant dates for NEOs •Approved program design, performance measures and weightings; set threshold, target, and maximum achievement levels for each measure with associated payout ranges; and vesting schedules. |

  44. Process for Determining Annual Bonus Plan and LTIP Results and Payouts

    Process for Determining Annual Bonus Plan and LTIP Results and Payouts After the completion of each fiscal year, the CFO certifies the financial results used by the Committee to make compensation decisions. The CFO attends Committee meetings to discuss financial targets and results for the Annual Bonus Plan and the LTIP as described in the CD&A. Executive officer compensation decisions are made by the Committee after discussing recommendations with the CEO. The Committee meets in executive session to review and recommend to the Board CEO compensation actions.

  45. Annual Bonus Plan

    Annual Bonus Plan •Each performance measure is assessed and calculated independently. The weighted results of each measure, if achieved at least at the threshold level, are added together to determine the overall payout factor. •Subject to the Committee’s review and approval, any material unusual or infrequent charges may be excluded from the annual bonus plan calculations in order to obtain normalized operational results of the business. •Even if pre-established performance measures are achieved, the Committee retains the discretion to adjust the calculated incentive payout, as it deems appropriate, based on overall Xerox performance. The Committee may use its discretion to adjust a payout based on individual performance, provided that an individual executive’s award never exceeds a cap of 2.5 times the executive’s target award opportunity. Beginning in fiscal year 2026, the cap has been reduced to 2.0 times the executive's target award opportunity to better align with market practice and ensure cost discipline and preserve liquidity during transformation.

  46. LTIP

    LTIP •Performance results for each PSU performance metric, subject to that metric’s weighting, are combined to determine the number of PSUs earned, as a percentage of the target number of PSUs awarded. •Payouts are made proportionately for achievement between threshold and target, and between target and maximum. No PSUs are earned if performance is below the threshold level for all of the performance metrics established by the Committee. Payout of PSUs is conditioned on actual achievement of the pre-established performance measures and satisfaction of all vesting requirements. •Beginning in fiscal year 2025, the target numbers of PSUs and RSUs granted to our NEOs were determined by dividing the approved LTIP grant-date values (dollar amount) by the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89) plus the fair value of the rTSR component ($0.08), as calculated using a Monte Carlo valuation model (for PSUs), and the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89) for RSUs. •Any earned PSUs are paid as shares, as soon as practicable following the later of the Compensation and Human Capital Committee's approval, or the PSU vesting date. •The PSU performance targets were modified in fiscal year 2025 to reflect the Company's increase in value following the Lexmark transaction.

  47. Performance Metrics, Results and Payout: 2025 MIP

    Performance Metrics, Results and Payout: 2025 MIP The principal financial metric under the 2025 MIP remained Adjusted(1) EBITDA, consistent with 2024, reflecting the continued focus on business growth throughout our Reinvention journey. In connection with the closing of the Lexmark acquisition on July 1, 2025, the Committee approved an increase to the full-year 2025 Adjusted(1) EBITDA goal to reflect the anticipated contribution of Lexmark for the second half of the fiscal year and the expected results of the combined company. This increase ensured that executive performance would be measured against the business owned by shareholders following the acquisition. The Committee also determined that this approach maintained alignment between pay and performance and avoided any unintended windfall or dilution of performance standards as a result of the transaction. For 2025 we also included fundamental CSR metrics reinforcing our commitment toward achieving carbon neutrality by 2040 and advancing employee learning and development initiatives. The overall metrics and weightings for 2025 and 2024 were as follows:

  48. Performance Metrics, Results and Payout: 2025 MIP

    | 2025 Metrics | Weight | 2024 Metrics | Weight | | Adjusted(1) EBITDA | 90% | Adjusted(1) EBITDA | 90% | | Corporate Social Responsibility | 10% | ESG | 10% | | - Enterprise Sustainability: (% of Operational Areas Complete) | | - Environmental: GHG Reduction | | | - Employee Learning and Development | | - Employee Engagement Training | |

  49. Performance Metrics, Results and Payout: 2025 MIP

    As reflected in the chart below, actual performance under the 2025 MIP resulted in no payout. After reviewing management's recommendation and the Company's overall performance for fiscal year 2025, the Committee determined that no payouts would be made to our Named Executive Officers under the 2025 MIP. This decision reflects the Committee's continued commitment to maintaining a strong pay-for-performance philosophy and alignment with shareholder outcomes. Mr. Butler became eligible to participate in the Company's 2025 MIP effective July 1, 2025 in connection with the closing of the Lexmark acquisition and did not receive any payout under the Company's 2025 MIP. As reflected in the Summary Compensation Table, he received a first-half 2025 bonus earned under Lexmark's annual bonus plan prior to the acquisition, based solely on Lexmark's financial performance.

  50. 2025 MIP Results (in millions, except % data)

    2025 MIP Results (in millions, except % data)

  51. 2025 MIP Results (in millions, except % data)

    | Performance Measure | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (250% payout) | Actual 2025 Performance Results | Payout Range (Payout Factor) | Weighted Payout Factor | | Adjusted(1) EBITDA | 90% | $580 | $635 | $730 | $467 | Below Threshold (0.0%) | 0.0% | | CSR | 10% | — | — | — | 78.5% | Between Threshold & Target (78.5%) | 7.9% | | Total | 100% | | | | | | 0% Payout |

  52. 2025 MIP Results (in millions, except % data)

    ________ (1) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of this non-GAAP financial measure.

  53. 2025 Long-Term Incentive Program (LTIP)

    2025 Long-Term Incentive Program (LTIP) Our LTIP awards are granted annually under the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan as amended as of May 21, 2025. The 2025 LTIP awards consist of 50% performance share units (PSUs) and 50% time-based restricted stock units (RSUs). In connection with the closing of the Lexmark acquisition on July 1, 2025, the Committee approved a modification to the 2025 LTIP to reflect the anticipated contribution of Lexmark for the second half of fiscal year 2025, the expected performance of the combined company, as well as the continued execution of the Company’s Reinvention Plan.

  54. 2025 Performance Share Units (PSUs)

    2025 Performance Share Units (PSUs) For 2025, PSUs were earned based on Adjusted(1) Operating Income performance for fiscal year 2025, with performance measured over a one-year period, as well as a three-year relative Total Shareholder Return (rTSR) modifier. In connection with the Lexmark acquisition, the Committee modified performance goals to reflect the combined Company's second-half results, ensuring that executives' performance would be measured against the business owned by shareholders following the acquisition. Given the complexity of establishing credible three-year financial targets during the Reinvention and integration period, the Committee determined that a single-year financial metric provided greater rigor and transparency. A one-year goal reinforced accountability for disciplined execution, cost management and synergy realization during the first full year of integration, while avoiding long-range assumptions that could become misaligned with integration timing. Nevertheless, to preserve long-term shareholder alignment, PSUs earned in 2025 relative to the Adjusted(1) Operating Income metric, remain subject to a three-year relative Total Shareholder Return (rTSR) modifier against the S&P 600 Information Technology Index. The modifier may adjust earned shares by up to ±15%. The Committee reduced the modifier range from ±25% under the 2024 PSU awards to better balance near-term operational focus with sustained shareholder alignment.

  55. 2025 Restricted Stock Units (RSUs)

    2025 Restricted Stock Units (RSUs) RSUs continue to vest over three years. However, RSUs granted in 2025 vest one-third on the first anniversary of the grant date, with the remaining two-thirds vesting in equal quarterly installments over the following two years, rather than in equal annual installments over three years, as in prior years. This revised structure enhances retention continuity during the integration period, moderates annual share usage under the equity plan, and supports steady alignment with shareholder value creation amid recent share price volatility.

  56. Dividend Equivalents

    Dividend Equivalents Dividend equivalents accrue on unvested PSUs and RSUs. Dividend equivalents are only paid in cash on PSUs and RSUs that are ultimately earned or vested, equal to the dividends that would have been paid had the executive held the underlying shares during the vesting period. The 2025 performance measures and weightings for our LTIP were:

  57. 2025 LTIP

    2025 LTIP

  58. 2025 LTIP

    | Vehicle | Mix | Performance Measure | Weighting | Performance Period | Vesting | Rationale | | Performance Share Units (PSUs) | 50% | Adjusted Operating Income (1) | 100% | One-year adjusted(1) operating income performance period (2025) | Cliff vesting on the third anniversary of the grant date (subject to performance results approved by the Compensation and Human Capital Committee) | Focuses on stock price appreciation and achieving goals to maximize shareholder returns (inclusive of accumulated dividends), which is appropriate during the organization’s Reinvention | | | | rTSR S&P 600 Information Technology Index | +/- 15% | | | | | Restricted Stock Units (RSUs) | 50% | Service-based | NA | Three-year vest | Vesting schedule of one-third will vest twelve months after grant date then quarterly thereafter | Due to the significant recent downward pressure on our share price, and to better manage the reserve of shares available under the shareholder-approved equity plan |

  59. 2025 LTIP

    ________ (1) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure.

  60. 2025 LTIP Target Values

    2025 LTIP Target Values

  61. 2025 LTIP Target Values

    | Executive | 2025 LTIP ($) | PSUs ($) | RSUs ($) | | Steven J. Bandrowczak | 11,400,000 | 5,700,000 | 5,700,000 | | John Bruno(1) | 7,500,000 | 3,750,000 | 3,750,000 | | Louis J. Pastor | 3,250,000 | 1,625,000 | 1,625,000 | | Charles Butler (2) | — | — | — | | Jacques-Edouard Gueden | 2,200,000 | 1,100,000 | 1,100,000 | | Flor M. Colón | 1,000,000 | — | 1,000,000 | | Mirlanda Gecaj (3) | 2,000,000 | 1,000,000 | 1,000,000 | | Xavier Heiss (4) | — | — | — |

  62. 2025 LTIP Target Values

    _______ (1) Mr. Bruno resigned from his position with the Company on August 31, 2025, but continues to serve on the Board. (2) In connection with the Lexmark acquisition, Mr. Butler became an employee of Xerox effective July 1, 2025. He was appointed to EVP, Chief Financial Officer effective December 3, 2025. For full-year 2025, Mr. Butler did not receive any Xerox LTIP awards. (3) Ms. Gecaj's employment with the Company ended on December 2, 2025, and unvested equity awards were treated in accordance with the provisions outlined in the 8-K filing dated November 19, 2025. (4) Mr. Heiss retired from the Company on January 31, 2025 and did not receive a 2025 LTIP award.

  63. Performance Results and Payout: 2023 LTIP

    Performance Results and Payout: 2023 LTIP The 2023 LTIP metric, Relative Total Shareholder Return (Relative TSR), was measured against two indices: (i) S&P Technology Hardware Select (weighted 90%) and (ii) S&P 400 Information Technology Sector (weighted 10%). Relative TSR was calculated as (ending stock price + dividends paid – beginning stock price) divided by the beginning stock price, with the stock prices determined by using the average closing price for the 20 consecutive trading days prior to and including December 31, 2022 (beginning stock price) and December 31, 2023, 2024 and 2025, respectively (ending stock prices). The 2023 LTIP metric was based on the cumulative results of three discrete, equally weighted performance periods: fiscal year 2023, fiscal years 2023–2024, and fiscal years 2023–2025. For each performance period, Xerox’s TSR performance was ranked relative to companies within the applicable indices, and a payout percentage was determined based on the Company’s percentile ranking. The final payout factor reflected the average of the payout percentages for the three performance periods. Based on certified results, the Company’s performance resulted in a payout factor of 34.3% of target under the 2023 LTIP. The Compensation and Human Capital Committee certified the performance results on February 4, 2026. As a result, participating executives earned 34.3% of their target 2023 LTIP award opportunity. For additional information on the 2023 LTIP performance measures and definitions, refer to Exhibit 10(f)(34) of the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 23, 2023. A summary of results of the 2023 LTIP performance is as follows:

  64. 2023 PSU Results

    2023 PSU Results

  65. 2023 PSU Results

    | Performance Measure | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | 2023 Actual | 2024 Actual | 2025 Actual | Actual 2023 PSU Award Average Weighted Payout Factor | | rTSR: S&P Technology Hardware Select Index | 90% | 25th percentile ranking | 50th percentile ranking | 75th percentile & above ranking | 97.4% | 0% | 0% | 29.2% | | rTSR: S&P 400 Information Technology Sector Index | 10% | 25th percentile ranking | 50th percentile ranking | 75th percentile & above ranking | 153.1% | 0% | 0% | 5.1% | | Actual 2023 LTIP PSU Award Performance Factor | | | | | | | | 34.3% |

  66. Looking Ahead to 2026

    Looking Ahead to 2026 For 2026, the Compensation and Human Capital Committee refined and formalized a set of Global Compensation Guiding Design Principles to align executive pay more directly with Xerox's strategic priorities: Reinvention execution, Lexmark integration, disciplined capital management and long-term shareholder value creation. The Committee’s Global Compensation Guiding Design Principles are designed to: •Drive Sustainable Shareholder Value by linking compensation to profitable growth, cash generation, disciplined capital allocation, and long-term performance. •Differentiate Performance and Accountability by rewarding measurable results and strategic execution while reducing payouts when objectives are not achieved. •Support Integration and Transformation Execution by aligning incentives with Reinvention milestones, synergy realization, and operating model stabilization. •Reinforce Financial Discipline and Affordability by aligning incentive funding with cash flow and balance sheet priorities. •Ensure Responsible Equity Stewardship through thoughtful share usage, dilution awareness, and alignment with long-term shareholder interests. •Attract, Retain, and Motivate Critical Talent during a multi-year integration period where leadership continuity is essential to value creation. As Xerox transitions from transaction execution to integration delivery, the Committee used these principles to guide changes to both the Annual Bonus Plan and the Long-Term Incentive Program for 2026. These changes are designed to sharpen financial accountability, reinforce balance sheet strength, and support leadership continuity during a multi-year integration period. The proposed share authorization request is directly connected to this framework. The Committee believes sufficient equity capacity is necessary to support a more performance-weighted long-term incentive program, align management with shareholder value creation, and mitigate retention risk during this critical phase.

  67. 2026 Annual Bonus Plan (ABP)

    2026 Annual Bonus Plan (ABP) Effective January 1, 2026, the Company rebranded the Management Incentive Plan (MIP) as the Annual Bonus Plan (ABP) to reflect the unified compensation framework of the combined Xerox and Lexmark organization. The ABP establishes a single annual performance program aligned to the financial and strategic priorities of the integrated enterprises. For 2026, the ABP has been recalibrated to more directly emphasize operating performance, execution against transformation objectives, and financial durability. The Committee strengthened the linkage between annual incentive funding and the Company’s cash generation and balance sheet priorities, reinforcing affordability and alignment with capital allocation discipline. These refinements are intended to ensure that annual incentive compensation supports measurable financial performance and integration progress while maintaining appropriate financial rigor during a leveraged transformation.

  68. 2026 LTI Program

    2026 LTI Program For 2026, the Committee approved a long-term incentive design that increases the proportion of performance-based compensation for NEOs from 50% to 60% of total LTI value, with the remaining 40% delivered in time-based equity awards to support retention and leadership continuity. The performance-based component is tied to a single enterprise-level financial measure aligned with the Company’s current strategic and financial priorities. The program establishes multi-year performance goals, with performance evaluated annually over the three-year performance period to enhance alignment between financial progress and realized compensation during a defined transition period. In addition, a portion of the performance-based opportunity will be delivered in cash, with the remainder delivered in equity. The Committee determined that this structure appropriately balances disciplined share utilization, retention considerations, and shareholder alignment. The substantial majority of total LTI value continues to be delivered in equity. The Committee believes these changes appropriately align executive compensation with integration execution, sustainable profitability, and long-term shareholder value creation, while reinforcing leadership stability during a multi-year transformation.

  69. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation and Human Capital Committee retains an independent compensation consultant to assist in fulfilling its oversight responsibilities with respect to executive compensation design, governance, and shareholder alignment. In the fourth quarter of 2025, the Committee conducted a formal request for proposal (RFP) process to evaluate its independent compensation advisory services. The objective of the RFP was to obtain a fresh perspective on executive compensation matters, particularly in light of the Company’s Reinvention strategy, the integration of Lexmark, evolving shareholder expectations, and the anticipated recalibration of incentive design for 2026 and beyond. Following this competitive process, the Committee selected Pay Governance LLC as its new independent compensation consultant. The transition from FW Cook to Pay Governance commenced in November 2025. FW Cook served as the Committee’s independent compensation consultant during fiscal year 2025 and advised the Committee on executive compensation matters applicable to that year. As provided in its charter, the Committee had sole authority over the scope of FW Cook’s services and the ability to terminate the engagement at any time. FW Cook reported directly to the Committee and did not perform other services for the Company unless directed by the Committee or its Chair. The Committee reviewed FW Cook’s independence under applicable SEC and Nasdaq rules and determined that no conflicts of interest existed. During fiscal year 2025, FW Cook provided the following services: •Updated the Committee on trends in executive compensation and proactively advised on emerging trends and best practices on performance and compensation design; •Reviewed officer compensation levels and Company performance relative to a peer group of companies selected for executive talent and business comparability; •Reviewed incentive compensation designs for MIP and LTIP programs; •Advised on peer group composition for pay and performance comparisons; •Reviewed the Compensation Discussion and Analysis and related compensation tables in the 2025 Proxy Statement; •Reviewed Committee meeting materials with management and the Committee Chair before distribution; •Attended Committee meetings including executive sessions without management present; •Provided independent analysis and input on CEO compensation; and •Advised on other compensation and governance matters as required. Beginning in November 2025, Pay Governance has supported the Committee in evaluating 2026 executive compensation design, including refinements to the Annual Bonus Plan (ABP), adjustments to the Long-Term Incentive Program structure, and assessment of equity usage in connection with the proposed share authorization request. The Committee annually evaluates the independence of its compensation consultant under SEC and Nasdaq standards and is satisfied that Pay Governance is independent and free from conflicts of interest.

  70. CHANGE IN CONTROL BENEFITS

    CHANGE IN CONTROL BENEFITS All of our current NEOs have change-in-control severance agreements. The Committee has determined that these agreements are in the best interests of both the Company and our shareholders because they foster the continuous employment and dedication of key management without potential distraction or personal concern if Xerox were the potential subject of an acquisition or other change-in-control event. The Committee periodically reviews our change-in-control severance agreements against benchmark data to ensure that our arrangements are consistent with market practice. Under the change-in-control severance agreements, if employment terminates involuntarily (other than for cause, death, or disability) or voluntarily for Good Reason within two years following a change in control, the NEO would be entitled to: •Two times the sum of their annual base salary and target annual bonus award; •Continuation of specified welfare benefits at active employee rates for a period of up to 18 months; and •Accelerated vesting of outstanding equity awards under the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan. These agreements require that the executive agree to remain an employee of the Company for up to nine months following a “potential change in control” (as defined therein). Severance payments to NEOs following a change in control are generally not conditioned on non-competition or non-solicitation obligations. Good Reason is defined in the change-in-control severance agreements. Xerox does not provide any of the NEOs with excise tax reimbursement on severance payments. Additional information and the amount of the estimated payments and benefits payable to the NEOs (assuming a change in control of Xerox and a qualifying termination of employment) are presented under the Potential Payments Upon Termination or Change in Control table.

  71. EMPLOYMENT AND SEPARATION

    EMPLOYMENT AND SEPARATION NEOs serve at the will of the Board. This enables the Board to remove an NEO, consistent with applicable laws, whenever it is in the best interest of the Company, with discretion of the Committee to decide on an appropriate severance package (except for benefits that have vested or in the case of a change in control). When an NEO is removed from his or her position, the Committee exercises its business judgment in determining whether any special severance arrangement is appropriate considering all relevant circumstances, including years of service with the Company, past accomplishments, the reasons for separation, and requirements under applicable local law. Under the Officer Severance Program, an officer who is eligible to participate in the program due to a qualifying termination as defined therein will be entitled to receive: •One year (two years for Mr. Bandrowczak) of severance paid over 12 months (24 months for Mr. Bandrowczak) and continuation of specified health and welfare benefits at active employee rates; •Prorated annual incentive award for the year of termination; and •At the Committee’s discretion, continued vesting of outstanding equity awards during the one-year (two-year for Mr. Bandrowczak) severance period. The Amended and Restated Officer Severance Program (OSP) amended the prior OSP to (i) extend the termination date of the program from December 31, 2024 to December 31, 2026, (ii) add a “termination for good reason” as a payment trigger for eligible officers serving as the Chief Executive Officer or the President and Chief Operating Officer of the Company, and (iii) provide for continued vesting of any outstanding equity awards under the Company’s 2024 Equity and Performance Incentive Plan for eligible officers serving as the Chief Executive Officer or the President and Chief Operating Officer of the Company, in the event of such officer’s “termination for good reason” or any involuntary termination other than for “cause.” The Officer Severance Program includes a covenant not to engage in activity that is detrimental to the Company, and payments and benefits under the program are conditioned upon the NEO’s execution of a release of claims against the Company, and a non-competition/non-solicitation agreement. The NEOs are generally eligible for the Officer Severance Program, except that the Officer Severance Program: (1) excludes from eligibility an officer with a written agreement providing for severance benefits upon separation; and (2) contains a non-duplication provision, pursuant to which payments and benefits under the Officer Severance Program are reduced by amounts required to be paid to the officer as severance under another arrangement or by operation of law. Thus, the treatment of Messrs. Heiss and Gueden under the Officer Severance Program would be as follows: •Any amounts payable to Messrs. Heiss or Gueden would be reduced by the severance benefits received under the Convention Collective d’Enterprise Xerox S.A.S. (10 December 2015) (XF-CBA), a collective bargaining agreement between the Company’s French subsidiary and certain French trade unions (XF-CBA). (See the Potential Payments Upon Termination or Change in Control section for further information.) Except as described above, if the Committee does not approve a severance arrangement under the Officer Severance Program for an NEO whose employment is terminated, that officer would be covered under the Company’s standard U.S. severance policy, as applicable at the time of the separation.

  72. Compensation Recoupment (Clawback) Policy

    Compensation Recoupment (Clawback) Policy The Company adopted the Compensation Recoupment Policy of Xerox Holdings Corporation (the Clawback Policy) on July 27, 2023, effective December 1, 2023. The Recoupment Policy is intended to comply with the requirements of Section 10D of the Securities Exchange Act of 1934 and Rule 10D-1 thereunder and Nasdaq Listing Rule 5608. Under the terms of the Recoupment Policy, in the event of a restatement of our financial statements due to material non-compliance with any financial reporting requirement under applicable securities laws, the Committee shall take reasonably prompt action to cause the Company to recover the amount of any incentive compensation granted, awarded or paid to a covered person within the preceding 36-month period to the extent the value of such compensation was in excess of the amount of incentive compensation that would have been granted, awarded or paid had the financial statements been in compliance with the financial reporting requirements. Each executive officer, including our Named Executive Officers and former executive officers, are considered covered persons for purposes of the Recoupment Policy. In addition, the following plans provide for compensation recovery. •The Officer Severance Program (see Employment and Separation) and, typically, any individual separation arrangement with an NEO, includes a provision that rescinds severance payments if the recipient engages in activity that is detrimental to the Company. Clawback arrangements may also be included in letter agreements with executives or under the Company's standard U.S. severance policy, as applicable at the time of the separation. •Under the 2004 Performance Incentive Plan and its successors, the Xerox Holdings Corporation Performance Incentive Plan, as Amended Through October 21, 2021, and the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (collectively, the EPIP) if the Committee determines that an NEO has engaged in activity that is detrimental to the Company, it may cancel any awards granted to that individual. In addition, if such a determination is made before any change in control of Xerox, the Committee may rescind any payment or delivery of an equity or annual cash incentive award that occurred from six months before the detrimental activity. For this purpose, detrimental activity may include: ◦A violation of a non-compete agreement with the Company; ◦Disclosing confidential information (except for reporting and other communications protected by “whistle blower” provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd Frank)); ◦Soliciting an employee to terminate employment with the Company; ◦Soliciting a customer to reduce its level of business with the Company; or ◦Engaging in any other conduct or act that is determined to be injurious, detrimental, prejudicial, or which may cause reputational harm, to any interest of the Company. If a payment or award is rescinded, the NEO will be expected to pay the Company the amount of any gain realized, or payment received in a manner the Committee, or its delegate, requires. •Our LTIP PSU equity award agreements, as governed by the EPIP, incorporate by reference the Recoupment Policy adopted by the Company effective December 1, 2023. Pursuant to the Recoupment Policy, in the event of an accounting restatement, the Company can recover, for the three prior years, any excess incentive-based compensation (over what would have been paid under the accounting restatement) from executive officers or former executive officers. •Annual incentive awards to NEOs under the MIP are also subject to the above clawback provisions. •Under the Xerox Corporation Supplemental Savings Plan, if a participant, including an NEO, is found to have engaged in detrimental activity, the plan administrator may reduce or rescind the matching contribution account balance and not pay such amounts to that individual.

  73. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Committee has historically granted such awards on a predetermined annual schedule. In fiscal year 2025, we did not grant new awards of stock options, stock appreciation rights, or similar option-like instruments to our NEOs.

  74. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The Summary Compensation Table below provides compensation information for the CEO, the CFO, the next three most highly compensated executive officers who served as executive officers as of December 31, 2025 and any individual who would have been among the three most highly compensated executive officers but for the fact they were not serving as an executive officer as of December 31, 2025. During Fiscal Year 2025, the Chief Financial Officer role transitioned during the year. Mr. Heiss retired on January 31, 2025. Ms. Gecaj served as Chief Financial Officer until December 2025. Mr. Butler was appointed Chief Financial Officer in December 2025. Accordingly, three individuals are included in the Summary Compensation Table for the Chief Financial Officer role for 2025. The table includes the dollar value of base salary earned, bonus, stock and option awards, non-equity incentive plan compensation earned, change in pension value (if any) above-market non-qualified deferred compensation earnings (if any) and all other compensation (including severance and consulting payments) whether paid or deferred. For a summary of the Committee’s decisions on the compensation awarded to our NEOs for fiscal year 2025, please refer to the CD&A beginning on page 26.

  75. Summary Compensation Table

    Summary Compensation Table Compensation elements reported in this Summary Compensation table and its accompanying notes, are in U.S. dollars and rounded to the nearest dollar. For Messrs. Heiss and Gueden, compensation other than stock awards are denominated and paid in euros; the amount shown in U.S. dollars for other than the Change in Pension Value and NQDC, for which the exchange rate is described in the narrative following the Pension Benefits for the 2025 Fiscal Year table, reflects the December average exchange rates, EUR per USD, as follows: •1.1697 EUR per USD for 2025

  76. Summary Compensation Table

    | | Year | Salary ($) (A) | Bonus ($) (B) | Stock Awards ($) (C) | Non-Equity Incentive Plan Compensation ($) (D) | Change in Pension Value and NQDC Earnings ($) (E) | All Other Compensation ($) (F) | Total ($) | | Steven J. Bandrowczak Chief Executive Officer(1) | 2025 | 1,100,000 | — | 11,466,184 | — | — | 15,642 | 12,581,826 | | | 2024 | 1,066,667 | — | 11,879,791 | 1,269,333 | — | 104,851 | 14,320,642 | | | 2023 | 1,000,000 | — | 8,556,086 | 3,278,700 | — | 9,900 | 12,844,686 | | John Bruno President and Chief Operating Officer(2) | 2025 | 566,667 | — | 7,543,554 | — | — | 523,418 | 8,633,639 | | | 2024 | 816,667 | — | 7,503,038 | 857,500 | | 10,350 | 9,187,555 | | | 2023 | 750,000 | — | 4,499,898 | 2,064,188 | — | 31,223 | 7,345,309 | | Louis J. Pastor President and Chief Operating Officer(3) | 2025 | 625,000 | — | 3,268,881 | — | — | 15,000 | 3,908,881 | | | 2024 | 622,735 | — | 5,576,209 | 437,500 | — | 4,679 | 6,641,123 | | | 2023 | 187,500 | — | 2,548,511 | 1,452,000 | — | 422,981 | 4,610,992 | | Charles Butler Executive Vice President, Chief Financial Officer(4) | 2025 | 253,365 | — | — | 1,950,000 | 425 | 24,972 | 2,228,762 | | Jacques-Edouard Gueden Executive Vice President, Chief Channel and Partner Officer | 2025 | 544,668 | — | 2,212,777 | — | — | 653,531 | 3,410,976 | | | 2024 | 501,619 | — | 2,751,129 | 349,538 | 638,891 | 149,470 | 4,390,647 | | Flor M. Colón Executive Vice President, Chief Legal Officer and Corporate Secretary(4) | 2025 | 505,000 | — | 1,000,001 | — | — | 17,168 | 1,522,169 | | Mirlanda Gecaj Executive Vice President, Chief Financial Officer(4) (5) | 2025 | 537,500 | — | 2,011,613 | — | — | 40,238 | 2,589,351 | | Xavier Heiss Executive Vice President, Chief Financial Officer(6) | 2025 | 57,768 | — | — | — | — | 557,053 | 614,821 | | | 2024 | 640,953 | — | 3,751,537 | 446,785 | 1,073,675 | 290,225 | 6,203,175 | | | 2023 | 576,258 | — | 3,178,745 | 1,266,464 | 197,405 | 208,923 | 5,427,795 |

  77. Summary Compensation Table

    (1) Mr. Bandrowczak ceased serving as the Chief Executive Officer effective March 31, 2026. (2) Mr. Bruno resigned from his position with the Company on August 31, 2025, but continues to serve on the Board. (3) Mr. Pastor was appointed Chief Executive Officer effective March 31, 2026. He was previously appointed President and Chief Operating Officer effective September 1, 2025, and prior to that served as the Chief Administrative Officer and Global Head of Operations. (4) Mr. Butler and Mses. Colón and Gecaj were not NEOs prior to 2025. (5) Ms. Gecaj's employment with the Company ended on December 2, 2025. (6) Mr. Heiss retired from his position with the Company on January 31, 2025. (A)Salaries are in USD. (B)Annual MIP awards appear as “Non-Equity Incentive Plan Compensation” in column D. (C)The amounts shown in this column represent the aggregate grant date fair values of equity awards in the form of PSUs and RSUs granted to our NEOs for each respective year, computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 23 (Stock-Based Compensation) to our 2025 audited financial statements of our Annual Report on Form 10-K filed with the SEC on March 17, 2026. The grant date fair value reported in this column with respect to PSU awards, granted on March 11, 2025, is based on the number of shares granted at target and the fair value, comprised of the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89) plus the fair value of the rTSR component ($0.08), as calculated using a Monte Carlo valuation model. The grant-date fair value of these PSU awards at maximum performance would be as follows: Mr. Bandrowczak — $11,532,367; Mr. Bruno — $7,587,096 Mr. Pastor — $3,287,749; Mr. Gueden — $2,225,549; and Ms. Gecaj — $2,023,224. The value reported in this column with respect to RSU awards is based on the number of shares granted at target and the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89). (D)For Non-Equity Incentive Plan payments, the Committee determined, based on 2025 performance, that no payouts would be made to our Named Executive Officers under the 2025 MIP. For more information, see the Performance Metrics, Results and Payout: 2025 MIP section in the CD&A. In contrast, the amount shown for Mr. Butler represents (i) a lump sum cash payment for the consummation of a change in control equal to $950,000 and (ii) forfeiture of the legacy change-in-control agreement with Lexmark equal to $1,000,000. In consideration for this payment, Mr. Butler waived all remaining rights under such agreement, which was terminated in full. (E)Messrs. Gueden and Heiss participate in the Retirement Indemnities Plan, a French pension plan that we are required to maintain under a collective agreement with our employees in France. Mr. Butler had participated in the Lexmark Retirement Growth Account Plan which was frozen as of April 3, 2006. Ms. Colón participated in the Xerox Corporation Retirement Income Guarantee Plan and Xerox Corporation Unfunded Retirement Income Guarantee Plan which were both frozen as of December 31, 2012. The change in pension value shown in this column is calculated by determining the change in the present value of the benefits from December 31, 2024 to December 31, 2025 (but if the change in the present value of the benefit is negative, then it is not shown). The present value is computed using the FASB ASC Topic 715 assumptions in effect for the corresponding fiscal year end, and assuming the benefit is paid at the earliest retirement date at which unreduced benefits are payable upon eligible retirement age. See the Pension Benefits for the 2025 Fiscal Year section for more detail. •For Messrs. Heiss and Gueden in 2025 — these assumptions include a discount rate of 3.0% for the Retirement Indemnities Plan, and a social charge rate of 47.5%. The Retirement Indemnities Plan does not pay any benefits to a participant who terminates employment before eligible retirement age. •For Mr. Butler in 2025 — these assumptions include a discount rate of 5.40% for the Lexmark Retirement Growth Account Plan, and a cash balance interest crediting rate of 5.33%. The Lexmark Retirement Growth Account Plan will pay benefits upon termination of employment and after the participant elects a distribution. •For Ms. Colón in 2025 – these assumptions include a discount rate of 5.30% for the Xerox Corporation Retirement Income Guarantee Plan and 5.15% for the Xerox Corporation Unfunded Retirement Income Guarantee Plan and a weighted average cash balance crediting rate of 4.50%. The Xerox Corporation Retirement Income Guarantee Plan will pay benefits upon termination of employment/retirement and after the participant elects a distribution. The Xerox Corporation Unfunded Retirement Income Guarantee Plan pays benefits upon retirement subject to a 6-month delay. (F) The table below entitled “All Other Compensation Table” provides additional data on the amounts included under the “All Other Compensation” column.

  78. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table provides additional detail regarding RSUs and PSUs granted to each of the NEOs under the 2025 LTIP and potential amounts payable under the 2025 MIP. Threshold, target, and maximum award opportunities are provided for PSUs and the MIP, as applicable. 2025 LTIP awards were made under the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (EPIP).

  79. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | | | Estimated Future Payout Under Non-Equity Incentive Awards (B) | | | Estimated Future Payout Under Equity Incentive Awards (C) | | | All Other Stock Awards: Number of Shares or Stock Units (#) (D) | Grant Date Fair Value of Stock Awards ($) (E) | | Name | Award | Grant Date (A) | Date of Action (A) | Thresh. ($) | Target ($) | Max ($) | Thresh. (#) | Target (#) | Max (#) | | | | Steven J. Bandrowczak | 2025 MIP | | | 935,000 | 1,870,000 | 4,675,000 | | | | | | | | 2025 LTIP (PSU) | 3/11/2025 | 3/11/2025 | | | | 413,643 | 827,286 | 1,654,572 | | 5,766,183 | | | 2025 LTIP (RSU) | 3/11/2025 | 3/11/2025 | | | | | | | 827,286 | 5,700,001 | | John Bruno | 2025 MIP | | | 637,500 | 1,275,000 | 3,187,500 | | | | | | | | 2025 LTIP (PSU) | 3/11/2025 | 3/11/2025 | | | | 272,134 | 544,268 | 1,088,536 | | 3,793,548 | | | 2025 LTIP (RSU) | 3/11/2025 | 3/11/2025 | | | | | | | 544,268 | 3,750,007 | | Louis J. Pastor | 2025 MIP | | | 312,500 | 625,000 | 1,562,500 | | | | | | | | 2025 LTIP (PSU) | 3/11/2025 | 3/11/2025 | | | | 117,925 | 235,850 | 471,700 | | 1,643,875 | | | 2025 LTIP (RSU) | 3/11/2025 | 3/11/2025 | | | | | | | 235,850 | 1,625,007 | | Charles Butler | 2025 MIP | | | 106,250 | 212,500 | 531,250 | | | | | | | Jacques-Edouard Gueden | 2025 MIP | | | 295,036 | 590,071 | 1,475,178 | | | | | | | | 2025 LTIP (PSU) | 3/11/2025 | 3/11/2025 | | | | 79,826 | 159,652 | 319,304 | | 1,112,774 | | | 2025 LTIP (RSU) | 3/11/2025 | 3/11/2025 | | | | | | | 159,652 | 1,100,002 | | Flor M. Colón | 2025 MIP | | | 252,500 | 505,000 | 1,262,500 | | | | | | | | 2025 LTIP (RSU) | 3/11/2025 | 3/11/2025 | | | | | | | 145,138 | 1,000,001 | | Mirlanda Gecaj | 2025 MIP | | | 275,000 | 550,000 | 1,375,000 | | | | | | | | 2025 LTIP (PSU) | 3/11/2025 | 3/11/2025 | | | | 72,569 | 145,138 | 290,276 | | 1,011,612 | | | 2025 LTIP (RSU) | 3/11/2025 | 3/11/2025 | | | | | | | 145,138 | 1,000,001 |

  80. GRANTS OF PLAN-BASED AWARDS IN 2025

    ________ (A)The “Grant Date” is the effective date of the equity awards. The “Date of Action” is the date on which the values of the awards were approved by the Committee and, for Mr. Bandrowczak, the Board of Directors. (B)These columns reflect the threshold, target, and maximum payout opportunities under the 2025 MIP set by the Committee. The MIP measures and weightings for 2025 were Adjusted(1) EBITDA (90%) and CSR (10%). For purposes of this table, the amount shown as the “threshold” payout was determined assuming achievement of the minimum performance level. If threshold performance was not achieved on the performance measures, there would be no MIP payout. For 2025, the MIP payout was 0% of target. See Performance Metrics, Results and Payout: 2025 MIP in the CD&A. For Mr. Butler, the target amount shown for non-equity incentive awards represents a prorated target, taking into account the changes in both the base salary and target percentage between July 1, 2025 through December 31, 2025. Specifically, from July 1, 2025 through December 2, 2025, Mr. Butler’s target was set at 80% of a base salary of $500,000. Then, beginning December 3, 2025 through December 31, 2025, the target increased to 100% of a base salary of $550,000. This approach ensures that the target accurately reflects the transitions in both base salary and target percentage after the acquisition. (C)The threshold, target, and maximum payout opportunities for the 2025 LTIP PSU awards, as well as the design and methodology for determining the 2025 LTIP PSU awards, were approved by the Committee. The target number of PSUs granted to each of our NEOs was determined by dividing the approved LTIP target award value by the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89). The performance measure for the portion of the 2025 LTIP award granted as PSUs is Adjusted(1) Operating Income. In addition to the performance measure, Relative TSR (S&P 600 Information Technology Index) was included in the design as a +/- 15% modifier to Adjusted(1) Operating Income results. PSUs under the 2025 LTIP can be earned by achieving performance goals at least at the threshold level. The performance period for the Adjusted(1) Operating Income measure is one year (fiscal year 2025), and the Relative TSR modifier is three years (January 1, 2025 through December 31, 2027). The service period and vesting date for the PSUs is three years from the grant date; earned PSUs will be determined and paid after the 2025 PSU performance results have been certified by the CFO, and approved by the Committee. The threshold column reflects the lowest number of PSUs that could be earned if performance is achieved at the threshold level for the Adjusted(1) Operating Income performance measure. If threshold performance is not achieved on the performance measures, no PSUs are earned. See Committee Actions Relating to LTIP Awards in the CD&A for additional information. The target column reflects the number of PSUs that could be earned if target performance is achieved on the performance measure. The maximum column reflects the greatest number of PSUs that could be earned if maximum or higher performance is achieved on the performance measure. The number of PSUs earned is interpolated if the Company’s performance is between threshold and target or between target and maximum, as determined by the Committee. (D)This column includes the LTIP RSU awards granted to our NEOs in 2025. 2025 LTIP RSUs will vest 33% on the first anniversary of the grant date, and ratably quarterly thereafter. The number of RSUs granted were determined by dividing the approved LTIP grant-date values (dollar amount) by the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89). (E)The grant date fair value reported in this column with respect to PSU awards reported in column (C) is based on the number of shares granted at target and the fair value, comprised of the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89) plus the fair value of the rTSR component ($0.08) as calculated using a Monte Carlo valuation model. The value reported in this column with respect to RSU awards reported in column (D) is based on the number of shares granted at target and the average closing market price of our common stock over the 15 trading days preceding the grant date ($6.89). (1) Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure or an explanation of the performance measure.

  81. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table displays unvested equity awards held by each of the NEOs on December 31, 2025:

  82. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) (A) | Number of Securities Underlying Unexercised Options Unexercisable (#) (B) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (C) | Market Value of Shares or Units of Stock That Have Not Vested ($) (C) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (D) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (D) | | Steven J. Bandrowczak | 41,990 | — | 24.00 | 7/1/2028 | 1,113,300 | 2,638,521 | 1,360,384 | 3,224,110 | | John Bruno | — | — | — | — | 722,990 | 1,713,486 | — | — | | Louis J. Pastor | — | — | — | — | 371,861 | 881,311 | 317,653 | 752,838 | | Charles Butler | — | — | — | — | — | — | — | — | | Jacques-Edouard Gueden | 6,861 | — | 27.98 | 4/5/2028 | 223,159 | 528,887 | 274,339 | 650,183 | | Flor M. Colón | 2,779 | — | 27.98 | 4/5/2028 | 194,789 | 461,650 | 7,159 | 16,967 | | Mirlanda Gecaj | — | — | — | — | 103,207 | 244,601 | 87,140 | 206,522 | | Xavier Heiss | — | — | — | — | 92,196 | 218,505 | 74,756 | 177,172 |

  83. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    ________ (A)The awards presented in this column reflect exercisable LTIP stock options granted in 2018. (B)There are no stock options that are unexercisable. (C)The awards presented in these columns include unvested RSUs (as of December 31, 2025). The value of these awards is based on the $2.37 closing market price of Xerox Common Stock on December 31, 2025, the last trading day of 2025. These columns include the following awards: 2025 RSUs: Unvested RSUs granted on March 11, 2025, as part of the 2025 LTIP, as follows: Mr. Bandrowczak — 827,286; Mr. Bruno — 544,268; Mr. Pastor — 235,850; Mr. Gueden — 159,652; Ms. Colón — 145,138; and Ms. Gecaj— 80,632. The vesting schedule of these RSUs is 33% on the first anniversary and ratably quarterly thereafter. 2024 RSUs: Unvested RSUs granted on January 4, 2024, as part of a new hire award, as follows: Mr. Pastor — 81,473. The vesting schedule of these RSUs is 50% on the first anniversary, and 50% on the second anniversary of the grant date. Unvested RSUs granted on March 11, 2024, as part of the 2024 LTIP, as follows: Mr. Bandrowczak — 225,263; Mr. Bruno — 142,272; Mr. Gueden — 52,167; Ms. Colón — 18,970. Ms. Gecaj — 7,904; and Mr. Heiss — 71,136. The vesting schedule of these RSUs is 33.33% on the first anniversary, 33.33% on the second anniversary, and 33.34% on the third anniversary of the grant date. Unvested RSUs granted on December 11, 2024, as part of the replacement of March 11, 2024 PSUs, approved by the Committee as follows: Ms. Colón — 28,453; and Ms. Gecaj — 12,646. The vesting schedule of these RSUs is 33.33% on the first anniversary of the original PSU grant date of March 11, 2024, 33.33% on the second anniversary, and 33.34% on the third anniversary of the grant date. Unvested RSUs granted on January 18, 2023, as part of the 2023 LTIP, as follows: Mr. Bandrowczak — 60,751; Mr. Bruno — 36,450; Ms. Colón — 2,228; Ms. Gecaj — 2,025; and Mr. Heiss — 21,060. The vesting schedule of these RSUs is 33% on the first anniversary, 33% on the second anniversary, and 34% on the third anniversary of the grant date. (D)The awards presented in these columns consist of unearned PSUs (as of December 31, 2025), and are shown at target. The number of PSUs earned, if any, is determined by the Committee’s approval of certified performance results for the relevant performance period. The value of these awards is based on the $2.37 closing market price of Xerox Common Stock on December 31, 2025, the last trading day of 2025. 2025 PSUs: PSU awards granted as part of the 2025 LTIP on March 11, 2025, to Mr. Bandrowczak — 827,286; Mr. Pastor — 235,850; Mr. Gueden — 159,652; and Ms. Gecaj — 80,632; These awards vest three years from the grant date, with the number of shares to be earned, if any, based on achievement of the applicable performance metrics. The performance period is January 1, 2025 through December 31, 2027. 2024 PSUs: PSU awards granted as part of the 2024 LTIP on March 11, 2024, to Mr. Bandrowczak — 337,878; Mr. Pastor — 81,803; Mr. Gueden — 78,246; and Mr. Heiss — 106,699; These awards vest three years from the grant date, with the number of shares to be earned, if any, based on achievement of the applicable performance metrics. The performance period is January 1, 2024 through December 31, 2026. 2023 PSUs: PSU awards granted as part of the 2023 LTIP on January 18, 2023, to Mr. Bandrowczak — 195,220; Mr. Gueden — 36,441; Ms. Colón — 7,159; Ms. Gecaj — 6,508; and Mr. Heiss — 67,677. These awards vest three years from the grant date, with the number of shares to be earned, if any, based on achievement of the applicable performance metrics. The performance period is January 1, 2023 through December 31, 2025. These PSU awards resulted in 34.3% payout. See 2023 LTIP in the CD&A. Additional detail on these awards can be found in the Long-Term Incentive Program section of the CD&A.

  84. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table shows amounts realized by the NEOs upon the vesting of stock awards during 2025. Messrs. Bandrowczak, Gueden, and Heiss, and Ms. Colón held exercisable stock options during 2025, but none were exercised.

  85. OPTION EXERCISES AND STOCK VESTED IN 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (A) | Value Realized on Vesting ($) (B) | | Steven J. Bandrowczak | 293,573 | 2,046,696 | | Louis J. Pastor | 108,738 | 840,371 | | Jacques-Edouard Gueden | 57,744 | 452,756 | | Flor M. Colón | 14,414 | 103,663 | | Mirlanda Gecaj | 7,922 | 53,491 | | Xavier Heiss | 91,395 | 734,586 |

  86. OPTION EXERCISES AND STOCK VESTED IN 2025

    ________ (A)This column includes shares attributable to RSUs and PSUs that vested under the 2022, 2023, and 2024 LTIP. All shares are potentially subject to a holding period. NEOs must retain at least 50% of the shares acquired through the vesting of their annual LTIP PSU and RSU awards, net of taxes, until they achieve their required level of ownership under our stock ownership guidelines. Once achieved, NEOs must continue to hold that amount of stock as long as they remain with the Company. They also remain subject to a holding requirement following separation from employment (including retirement). Refer to Stock Ownership Requirements section above, within this CD&A. (B)The aggregate dollar amount realized upon vesting includes the value of shares withheld to pay taxes.

  87. PENSION BENEFITS FOR THE 2025 FISCAL YEAR

    PENSION BENEFITS FOR THE 2025 FISCAL YEAR The following table reflects information regarding our NEOs’ estimated benefits under the defined benefit pension plans in which they participate, if any, as of December 31, 2025. None of our NEOs, other than Messrs. Heiss, Gueden and Butler, and Ms. Colón, participate in any defined benefit pension plans.

  88. PENSION BENEFITS FOR THE 2025 FISCAL YEAR

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Xavier Heiss (A) | Retirement Indemnities Plan | 36 | — | 1,679,030 | | Jacques-Edouard Gueden (A) | Retirement Indemnities Plan | 36 | 1,030,438 | — | | Charles Butler (B) | Lexmark Retirement Growth Account Plan II | 1.59 | 14,796 | — | | Flor M. Colón (C) | Xerox Corporation Retirement Income Guarantee Plan | 13.83 | 515,349 | — | | Flor M. Colón (C) | Xerox Corporation Unfunded Retirement Income Guarantee Plan | 13.83 | 9,334 | — |

  89. PENSION BENEFITS FOR THE 2025 FISCAL YEAR

    (A)Pension benefits were accrued by Messrs. Heiss and Gueden under the Retirement Indemnities Plan during 2025. However, Mr. Heiss was paid his retirement indemnity upon his retirement on January 31, 2025, that payment converted to US dollars as of the payment date is shown above. The present value of the accumulated benefit for Mr. Gueden is the present value of their accumulated benefits payable at the plan’s earliest unreduced eligible retirement age. The critical assumptions are the: (i) discount rate of 3.50%; (ii) social charge rate of 47.5%; and (iii) exchange rate of 1.1746 USD per EUR (the December 31, 2025 exchange rate). The plan pays benefits only as a lump sum, calculated as monthly pay times a multiple, ranging from 0 to 8 based on years of service, plus the social charges on this payment. Monthly pay is one-twelfth of annual base salary plus annual incentive. At 36 years of service, the multiple of monthly salary is 7.75. (B)Pension benefits were accrued by Mr. Butler for the 1.59 years preceding April 3, 2006, when the Retirement Growth Account Plan was frozen (benefits for certain employees including Mr. Butler were later transferred to the Retirement Growth Account Plan II). This plan provided for credits of 6% of pay until April 3, 2006. Interest credits continue beyond April 3, 2006, and accumulate to benefit commencement date. Since the account balance can be received as a lump sum or converted to an annuity upon any future commencement date, Mr. Butler has been assumed to have reached unreduced retirement age for purposes of the present value of accumulated benefits. The critical assumptions are the: (i) discount rate of 5.40%; and (ii) interest crediting rate of 5.33% for 2025 which is the 1-year Constant Maturity Treasury yield + 1% for the November preceding the calendar year, but not less than 4.00%. (C)Pension benefits were accrued by Ms. Colón up to December 31, 2012. Effective December 31, 2012, all future accruals under the Xerox Corporation Retirement Income Guarantee Plan (RIGP) and Xerox Corporation Unfunded Retirement Income Guarantee Plan (Unfunded RIGP) were frozen and no future benefits have been (or will be) accrued following that date. The present value of the accumulated benefit is the present value of the benefit payable at the earliest unreduced retirement age (age 65 for Ms. Colón) based on the following assumptions: 75% of RIGP benefits are elected to be paid as a lump sum from RIGP; Unfunded RIGP benefits which are generally not available as single sum payments are assumed to be paid as 50% Joint and Survivor annuities; discount rate of 5.30% for RIGP (6.25% for RIGP lump sums) and discount rate of 5.15% for Unfunded RIGP; no pre-retirement mortality or turnover assumed; post-retirement mortality for RIGP lump sums is pursuant to the 2026 applicable mortality table projected forward to date of retirement at the IRS modified version of scale MP-2021. For annuities payable from RIGP, the Pre-2012 amounts-weighted base tables, projected forward from 2012 with future mortality improvements according to Scale MP-2021. For Unfunded RIGP, the white-collar version of the Pre-2012 amounts-weighted base tables, projected forward from 2012 with future mortality improvements according to Scale MP-2021. RIGP benefits are determined as the greatest of a Highest Average Pay formula benefit (1.4% of five-year Highest Average Pay multiplied by benefit service of up to 30 years), a Cash Balance Retirement Account, and for some participants, a retirement account that was transferred to RIGP in 1990 (Ms. Colón does not have this retirement account). The RIGP benefits are generally based on total pay, subject to IRS limits on the compensation that can be reflected in a qualified plan. Early retirement benefits under RIGP are available for employees who leave the Company at age 55 with 10 years of service or later and the Highest Average Pay formula is reduced from age 65 (or age 62 with 30 years of service) at 5% per year based on age at commencement. Ms. Colón is currently eligible for early retirement but with reduced benefits. Unfunded RIGP benefits are generally determined under the same terms as the RIGP benefit, except the pay used in the Highest Average Pay formula is not subject to IRS limits. Unfunded RIGP also provides for an Unfunded RIGP Cash Balance Retirement Account (CBRA). This Unfunded RIGP CBRA provides pay credits on pay in excess of the IRS limits for years 2003 and later and interest on these pay credits while the Highest Average Pay formula reflects all years of service. The purpose of Unfunded RIGP is to replace benefits that cannot be provided in RIGP due to IRS compensation limits. Ms. Colón is eligible to commence Unfunded RIGP benefits upon retirement (with a 6-month delay).

  90. NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2025 FISCAL YEAR

    NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2025 FISCAL YEAR The Non-Qualified Deferred Compensation table discloses executive and employer contributions, as applicable, withdrawals and earnings, if any, and fiscal year-end balances under the Defined Contribution Pension Plan for Directors of Xerox SAS, France (French DC Plan). Messrs. Heiss and Gueden participated in the French DC Plan during 2025 as shown below. None of our NEOs, other than Messrs. Heiss and Gueden, had any amounts deferred pursuant to a non-qualified deferred compensation plan or arrangement as of December 31, 2025.

  91. NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2025 FISCAL YEAR

    | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(A) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Jacques-Edouard Gueden | DC France(B) | 2,658 | 7,975 | 18,026 | — | 344,305 | | Xavier Heiss | DC France(B) | 2,658 | 7,975 | 16,767 | 338,564 | — |

  92. NON-QUALIFIED DEFERRED COMPENSATION FOR THE 2025 FISCAL YEAR

    ________ (A)No portion of the amounts shown in this column is reported as above-market interest in the Summary Compensation Table. (B)The French DC Plan is denominated and paid in EUR. The amounts shown as contributions in USD reflect the 2025 average exchange rate of 1.1288, USD per EUR. The aggregate balance reflects the spot rate of 1.1746 USD per EUR as of December 31, 2025. The exchange rate used for the distribution to Mr. Heiss as of November 26, 2025 is 1.159 USD per EUR based on the spot rate as of that date.

  93. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Xerox has entered into certain agreements and maintains certain plans that require the Company to provide compensation to NEOs in the event of a termination of employment or a change in control. The table below reflects the amount of compensation payable to each NEO assuming that each of the hypothetical termination or change-in-control events listed in the table occurred on December 31, 2025. The equity award values presented in this table reflect unvested grants held by the applicable NEO as of December 31, 2025, and are based on the closing market price of Xerox Common Stock of $2.37 as of December 31, 2025, the last trading day in 2025.

  94. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Lump Payments ($) | Non- Equity Incentive Awards ($) | Equity Incentive Awards ($) | Healthcare/ Life Insurance / Other Benefits ($) | Total Termination Benefit ($) | | Steven J. Bandrowczak | | | | | | | • Voluntary Termination/Retirement (A) | — | — | 2,926,410 | — | 2,926,410 | | • Involuntary Termination not for Cause or for Good Reason (B) | 2,200,000 | — | 5,862,631 | 39,191 | 8,101,822 | | • Involuntary or Good Reason Termination after Change in Control (C) | 5,940,000 | — | 5,862,631 | 39,191 | 11,841,822 | | • Death (D) | — | — | 5,862,631 | — | 5,862,631 | | Louis J. Pastor | | | | | | | • Voluntary Termination/Retirement (A) | — | — | — | — | — | | • Involuntary Termination not for Cause (B) | 625,000 | — | 1,136,032 | 20,465 | 1,781,497 | | • Involuntary or Good Reason Termination after Change in Control (C) | 2,500,000 | — | 1,634,148 | 20,465 | 4,154,613 | | • Death (D) | — | — | 1,634,148 | — | 1,634,148 | | Charles Butler | | | | | | | • Voluntary Termination/Retirement (A) | — | — | — | — | — | | • Involuntary Termination not for Cause (B) | 550,000 | — | — | 34,778 | 584,778 | | • Involuntary or Good Reason Termination after Change in Control (C) | 2,200,000 | — | — | 34,778 | 2,234,778 | | • Death (D) | — | — | — | — | — | | Jacques-Edouard Gueden | | | | | | | • Voluntary Termination/Retirement (A) | — | — | 594,078 | — | 594,078 | | • Involuntary Termination not for Cause (B) | 590,071 | — | 832,848 | 172,909 | 1,595,828 | | • Involuntary or Good Reason Termination after Change in Control (C) | 2,360,284 | — | 1,179,070 | 188,776 | 3,728,130 | | • Death (D) | — | — | 1,179,070 | — | 1,179,070 | | Flor M. Colón | | | | | | | • Voluntary Termination/Retirement (A) | — | — | 256,083 | — | 256,083 | | • Involuntary Termination not for Cause (B) | 505,000 | — | 284,710 | 2,419 | 792,129 | | • Involuntary or Good Reason Termination after Change in Control (C) | 2,020,000 | — | 456,137 | 2,419 | 2,478,556 | | • Death (D) | — | — | 456,137 | — | 456,137 |

  95. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Upon the termination events listed above, in addition to the benefits reflected in the above table, each NEO would also be entitled to the balance of his deferred compensation account, if any, under our non-qualified deferred compensation plans. Deferred compensation balances are reported in the “Aggregate Balance at Last FYE” column of the Non-Qualified Deferred Compensation table above. In accordance with SEC rules, the table above reflects estimated severance payments and benefits to which our NEOs would be entitled upon hypothetical termination events occurring on December 31, 2025. These amounts reflect estimates only, and actual payments and benefits to which an NEO may be entitled upon termination of employment with the Company depend upon a number of factors not reflected in the table. ________ (A)As of December 31, 2025, Messrs. Pastor and Butler were not retirement eligible, and would not receive any payments in the event of voluntary termination. Messrs. Bandrowczak and Gueden and Ms. Colón are retirement eligible under the terms of our equity award agreements and, in the event of their retirement on December 31, 2025, would receive prorated vesting of outstanding equity awards (based on the number of full months of service as an employee during the vesting period commencing on the grant date), including PSUs based on actual performance results but reflected at target performance for purposes of the table. (B)Under the Company’s Officer Severance Program (as described in the Employment and Separation section of the CD&A), Messrs. Pastor, Butler, Gueden, and Ms. Colón would each receive payment equal to one year (for Mr. Bandrowczak, two years) of their current annual base salary. Although the amounts reported in the table above assume such benefit is paid as a lump sum, it is generally paid periodically, consistent with the normal payroll cycle. In addition, each of these NEOs would receive: •Under the terms of the Officer Severance Program, the NEO’s annual incentive (Non-Equity Incentive Award) for 2025, based on actual achievement against performance goals (as described in the 2025 Compensation Actions section of the CD&A), prorated through last day of active service; •Mr. Bandrowczak's equity award agreements provide continued vesting of any outstanding equity awards in the event of involuntary termination without Cause or Good Reason. For all other NEOs, equity award agreements provide prorated vesting of outstanding equity awards, with such proration based on the number of full months of service as an employee during the vesting period (including, at the Committee’s discretion, the one-year severance period). PSU awards would be earned based on actual performance but the table above reflects target performance. The table above assumes proration through the end of the severance period; and •Continuation of specified welfare benefits at active employee rates during the one-year severance period (two-years for Mr. Bandrowczak, if allowed under specific plans). These payments and benefits would be conditioned upon the NEO’s execution of a release of claims against the Company and a non-competition/non-solicitation agreement. Mr. Gueden would not receive a benefit under the Officer Severance Program due to the program’s provision for non-duplication of benefits. Mr. Gueden would instead receive benefits under the Convention Collective d’Enterprise Xerox S.A.S. (10 December 2015) (XF-CBA), a collective bargaining agreement between the Company’s French subsidiary and certain French trade unions. Under the XF-CBA, Mr. Gueden would be entitled to a 3-month notice period during which his base salary and benefits would continue and at the end of which he would receive a dismissal indemnity equal to 12 months of his monthly average gross salary (the calculation of which would include their actual 2024, short-term incentive payment, and certain other amounts paid to him during 2025). In addition, Mr. Gueden would receive: •Annual incentive (Non-Equity Incentive Award) for 2025, based on actual achievement against performance goals (as described in the 2025 Compensation Actions section of the CD&A); •Under the terms of our equity award agreements, prorated vesting of outstanding equity awards, with such proration based on the number of full months of service as an employee during the vesting period (including the 3-month notice period and, at the Committee’s discretion, any applicable salary continuance/dismissal indemnity period). PSU awards would be earned based on actual performance, but the table above reflects target performance. The table above assumes proration through the end of the 15-month notice / dismissal indemnity period; and •Continuation of specified welfare benefits for up to a one-year period following the end of the 3-month notice period. (C)Change-in-Control (CIC) severance agreements for Messrs. Bandrowczak, Pastor, Butler, Gueden and Ms. Colón provide the following severance benefits in the event of an involuntary termination (other than for cause, disability, or death) or a voluntary termination for Good Reason within two years following a CIC (in either case, a “qualifying termination”): •Lump-sum cash payment equal to two times the sum of annual base salary and annual incentive award target; •Continuation of specified welfare benefits at active employee rates for 18 to 24 months, as applicable; •Payment of reasonable legal fees and expenses incurred if the NEO, in good faith, is involved in a dispute while seeking to enforce the benefits and rights provided by the CIC severance agreement; and •In addition, pursuant to the terms of the 2004 Performance Incentive Plan and its successor plan, the Xerox Holdings Corporation Performance Incentive Plan, as Amended Through October 21, 2021, in the event of a change in control as defined therein, these NEOs would be entitled to full vesting of outstanding equity awards. The CIC severance agreements for Messrs. Bandrowczak, Pastor, Butler, Gueden and Ms. Colón each contain an offset provision, pursuant to which payments and benefits are reduced by any payments or benefits required to be paid to the NEO as severance, or during a notice period, under any other agreement or program or by operation of law. Thus, in the event of a qualifying termination that is also an involuntary termination under the Officer Severance Program or, as applicable, the XF-CBA, Messrs. Bandrowczak, Pastor, Butler, Gueden, and Ms. Colón would receive the payments described in (B) above for an Involuntary Termination Not for Cause, and would receive payments or benefits under their CIC severance agreements only to the extent the CIC severance agreements provided for greater amounts. For all of the NEOs, if excise tax under Code Sections 280G and 4999 would be payable, the Company will reduce the NEO’s CIC payment to a level that will not trigger such excise tax, if it is determined that doing so will result in a greater net after-tax amount for the NEO. (D)In the event of an NEO’s death, the NEO’s estate (or, with respect to certain types of payments and elections made, the NEO’s spouse) would receive: the NEO’s 2025 short-term incentive, based on actual achievement against performance goals; accelerated vesting of outstanding equity awards; and, for Mr. Gueden, payment of his vested pension benefits, if any, in accordance with the plan’s terms and the proceeds of a life insurance policy per the XF-CBA.

  96. CEO PAY RATIO

    CEO PAY RATIO In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2012 and SEC rules adopted thereunder, the Company is disclosing the ratio of the annual total compensation of the Chief Executive Officer during fiscal year 2025, Mr. Bandrowczak, to the annual total compensation of the Company’s median employee (excluding the Chief Executive Officer). Mr. Bandrowczak served as the Company’s Chief Executive Officer for the entirety of fiscal year 2025. As disclosed elsewhere in this Proxy Statement, effective March 31, 2026, Mr. Pastor succeeded Mr. Bandrowczak as Chief Executive Officer. We have identified a new median employee since our 2024 pay ratio calculation because there have been changes to our employee population over the last year which would result in a change to our pay ratio disclosure for fiscal year 2025. We identified our median compensated employee using our employee population as of November 30, 2025 using annual total cash compensation as our Consistently Applied Compensation Measure (CACM) for all of our employees. Total cash compensation for these purposes included base salary, annual incentive compensation, any cash commission payments, change in pension value, overtime, and mandated wages paid through December 31, 2025. Once the median employee was identified applying our CACM methodology, we calculated the median employee total 2025 annual compensation of $57,753 using the same components of compensation as used in the Summary Compensation Table for our NEOs. This total compensation amount was then compared to the total compensation of the CEO disclosed in the Summary Compensation Table in the amount of $12,581,826. Based on this information for 2025, the ratio of the CEO’s annual total compensation to the median employee’s annual total compensation was 218 to 1. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported here, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  97. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” (CAP) to the Company’s Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (Non-PEO NEOs), and certain aspects of the financial performance of the Company. The Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see our Compensation Discussion & Analysis.

  98. Pay Versus Performance Table

    Pay Versus Performance Table

  99. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year1 | Summary Compensation Table Total for Mr. Visentin PEO2 | Compensation Actually Paid to Mr. Visentin PEO3 | Summary Compensation Table Total for Mr. Bandrowczak PEO2 | Compensation Actually Paid to Mr. Bandrowczak PEO3 | Average Summary Compensation Table Total for Non-PEO NEOs2 | Average Compensation Actually Paid to Other NEOs3 | Total Shareholder Return 4 | Peer Group Total Shareholder Return 5 | GAAP Net (Loss) Income (millions) | Adj. 6 EBITDA (millions) | | 2025 | $— | $— | $12,581,826 | $(1,401) | $3,272,657 | $551,182 | $13.85 | $196.79 | $(1,029) | $467 | | 2024 | $— | $— | $14,320,642 | $(376,188) | $6,605,625 | $1,328,006 | $47.03 | $154.64 | $(1,321) | $503 | | 2023 | $— | $— | $12,844,686 | $14,069,073 | $5,251,711 | $4,795,117 | $93.72 | $113.31 | $1 | $596 | | 2022 | $11,192,336 | $5,216,828 | $8,561,267 | $4,746,408 | $2,981,034 | $1,785,941 | $70.04 | $79.22 | $(322) | $505 | | 2021 | $12,418,877 | $5,930,335 | $— | $— | $3,143,217 | $1,922,379 | $101.98 | $116.70 | $(455) | $647 |

  100. Pay Versus Performance Table

    ________ (1) Steven J. Bandrowczak succeeded John Visentin as PEO in 2022 (on June 6, 2022 as interim CEO and on August 2, 2022 as CEO). John Visentin served as the PEO for the entirety of 2021 and 2020. Our Non-PEO NEOs for the applicable years were as follows: •2025: John Bruno, Louis J. Pastor, Charles Butler, Jacques-Edouard Gueden, Flor M. Colón, Mirlanda Gecaj, and Xavier Heiss •2024: John Bruno, Jacques-Edouard Gueden, Xavier Heiss, and Louis J. Pastor •2023: John Bruno, Xavier Heiss, Joanne Collins Smee, Suzan Morno-Wade, and Louis J. Pastor •2022: John Bruno, Xavier Heiss, Louis J. Pastor, and Joanne Collins Smee •2021: Steven J. Bandrowczak, Xavier Heiss, Michael Feldman, and Louis J. Pastor (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (SCT) for the applicable year in the case of our PEO, Mr. Bandrowczak, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. (3) Amounts reported in these columns represent CAP, as calculated in accordance with Item 402(v) of SEC Regulation S-K. A reconciliation of the adjustments for our PEO, Mr. Bandrowczak, and for the average of the Non-PEO NEOs is provided in the table below, Reconciliation of Summary Compensation Table to Compensation Actually Paid. This table reconciles totals per the SCT to CAP. (4) Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31, 2025, 2024, 2023, 2022, and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) Amounts in this column assume the investment of $100 on December 31, 2020 in the S&P Technology Hardware Select Industry Index, which is used by the Company to comply with Item 201(e) of Regulation S-K. The Company believes that the S&P Technology Hardware Select Industry Index is more representative of the Company's market capitalization and peer group. This peer group was updated from the S&P 600 Information Technology Index used in the prior year Proxy, filed April 9, 2025. In comparison, the value of $100 invested in the S&P 600 Information Technology Index would be the following: 2025: $140.68; 2024: $118.14; 2023: $119.11; 2022: $98.48; 2021: $126.85. (6) Adjusted(1) EBITDA is the company-selected MIP measure. Refer to the “Non-GAAP Financial Measures” section for a reconciliation of the non-GAAP financial measure or an explanation of the performance measure.

  101. Reconciliation of Summary Compensation Table to Compensation Actually Paid

    Reconciliation of Summary Compensation Table to Compensation Actually Paid

  102. Reconciliation of Summary Compensation Table to Compensation Actually Paid

    | | 2025 | | | | Bandrowczak PEO | Average Non-PEO NEOs | | Summary Compensation Table Total | $12,581,826 | $3,272,657 | | Minus Change in Pension Value Reported in SCT for the Covered Year | — | (61) | | Plus Pension Value Service Cost for the Covered Year | — | 12,068 | | Minus Stock Award Value & Option Award Value Reported in SCT for the Covered Year | (11,466,184) | (2,290,975) | | Plus Year-End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Covered Year | 3,907,437 | 554,681 | | Minus Year over Year Change in Fair Value as of the Last Day of the Covered Year of Outstanding and Unvested Equity Awards Granted in Prior Years | (4,596,355) | (601,542) | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | — | — | | Minus Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested During the Covered Year | (428,125) | (35,227) | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | — | (360,419) | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Covered Year | — | — | | Compensation Actually Paid | $(1,401) | $551,182 |

  103. Reconciliation of Summary Compensation Table to Compensation Actually Paid

    Unvested equity values in the above table are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the year.

  104. Directors and Officers Liability Insurance and Indemnity

    Directors and Officers Liability Insurance and Indemnity The policies are issued by Endurance Assurance Corp., National Union Fire Insurance, Continental Casualty Company, Westfield Select Insurance Company, Underwriters at Lloyds of London, Westchester Fire Insurance Company, Old Republic Insurance Company, RSUI Indemnity Company, Wesco Insurance Company, Berkshire Hathaway Specialty Insurance and National Casualty Company. The policies expire on January 1, 2027, and the total annual premium is approximately $1.8 million.