UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

~~FORM~~ 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~July 31~~January 20, ~~2019~~2026

XEROX HOLDINGS CORPORATION

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

New York	001-39013	83-3933743
New York	001-04471	16-0468020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

~~P.O.~~401 ~~Box 4505, 201~~ Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

(203)

~~Registrant’s telephone number, including area code: (203) 968~~849-~~3000~~ 5216

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form

~~Check the appropriate box below if the Form~~ 8-K ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol	Name of each ~~exchange~~exchangeon on which registered
Common Stock, $1.00 par value1	XRX	New York Stock Exchange NYSE Chicago
Xerox Holdings Corporation Common Stock, $1.00 par value	XRX	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

~~1 Xerox Corporation common stock ceased trading on the New York Stock Exchange and on NYSE Chicago on July 31, 2019.~~12b-2

of the Securities Exchange Act of 1934

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933~~ (§~~230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§~~240.12b-2 ~~of this chapter).~~

of this chapter).

Xerox Holdings Corporation Xerox Corporation Emerging growth company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Introductory~~Xerox ~~Note~~Holdings Corporation ☐ Xerox Corporation ☐

OnItem March 7, 2019, Xerox Corporation (“Xerox”) announced plans to create a new public holding company, Xerox Holdings Corporation (“Holdings”), by implementing a holding company reorganization (the “Reorganization”)8.01 ~~Upon~~Other completion of the Reorganization on July 31, 2019, Holdings became the successor issuer to Xerox pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Events

On July 1, 2025, Xerox Corporation, a New York corporation (“Xerox”), completed the acquisition of Lexmark International II, LLC (“Lexmark”), pursuant to the Equity Purchase Agreement, dated as of December 22, 2024, by and between Xerox, Ninestar Group Company Limited and Lexmark. Xerox and Xerox Holdings Corporation, a New York corporation, are filing (a) unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 of Lexmark (the “Lexmark Interim Financial Information”) and (b) unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and the nine months ended September 30, 2025, related to Xerox’s acquisition of Lexmark (the “Pro Forma Financial Information”), as set forth in Exhibits 99.1 and 99.2, respectively, to this Current Report on Form

~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~8-K

(this “Form

~~The disclosure in Item 3~~8-K”).~~03 is incorporated herein by reference.~~

The purpose of this Form

In connection with the Reorganization, Xerox notified the New York Stock Exchange (“NYSE”) that the Reorganization had been completed and requested that trading of its shares of common stock be suspended prior to the market opening on August 1, 2019. On July 31, 2019, NYSE is expected to suspend trading of the Xerox shares after the close of business. On August 1, 2019, Holdings shares are expected to commence trading on NYSE under the symbol “XRX”. In addition, NYSE has informed Xerox that it will file with the Securities and Exchange Commission (the “SEC”) a notification on Form 25 to remove the common stock of Xerox that had been listed on the NYSE from listing by Xerox Corporation on the NYSE and from registration under Section 12(b) of the Exchange Act. 8-K

is to file the Lexmark Interim Financial Information and the Pro Forma Financial Information, and to allow such financial information to be incorporated by reference into a registration statement to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. Exhibits 99.1 and 99.2 are hereby incorporated by reference into this Item 8.01.

InItem ~~addition, Xerox notified NYSE that it will voluntarily delist the Xerox common stock of Xerox from trading on NYSE Chicago on July 31, 2019, immediately prior to completion of the Reorganization~~9.01 ~~Xerox~~Financial ~~will~~Statements ~~file a notification on Form 25 to remove the common stock of Xerox that had been listed on NYSE Chicago from listing by Xerox Corporation on NYSE Chicago~~ and ~~from registration under Section 12(b) of the Exchange Act.~~ Exhibits

~~Item~~(a) ~~3.03.~~Financial ~~Material~~Statements ~~Modification to Rights~~ of ~~Security~~Business ~~Holders.~~Acquired

The unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 of Lexmark are attached as Exhibit 99.1 to this Form

On July 31, 2019, Xerox completed the Reorganization. In the Reorganization, Xerox became a direct, wholly owned subsidiary of Holdings. The Reorganization was effected through a merger pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated March 15, 2019, among Holdings, Xerox and Xerox Merger Sub, Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Xerox and the separate corporate existence of Merger Sub ceased (the “Merger”), with Xerox as the surviving corporation in the Merger and continuing its corporate existence as a direct, wholly owned subsidiary of Holdings. 8-K

and incorporated herein by reference. Such financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

(b)

Pro Forma Financial Information

The unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and the unaudited pro forma condensed combined financial information for the nine months ended September 30, 2025, related to Xerox’s acquisition of Lexmark, are attached as Exhibit 99.2 to this Form

At the Effective Time, each outstanding share of Xerox common stock issued and outstanding immediately prior to the Effective Time automatically converted into one share of Holdings common stock. The rights of common shareholders of Holdings are substantially similar in all material respects to the rights of Xerox common shareholders immediately prior to the Reorganization, subject to nominal dilution of voting rights as a result of the voting provisions of the Holdings Series A Preferred Stock (as defined below). 8-K

and incorporated herein by reference.

~~At the Effective Time, each share of Xerox Series B convertible perpetual preferred stock~~ (~~“Series B Preferred Stock”~~d) ~~was~~Exhibits exchanged for one share of Holdings Series A convertible perpetual voting preferred stock (“Series A Preferred Stock”). Each share of Holdings Series A Preferred Stock has the same designations, rights, powers and preferences, and the same qualifications, limitations and restrictions as the existing shares of Xerox Series B Preferred Stock, with the addition of certain voting rights to ensure the treatment of the holding company reorganization as a “reorganization” for U.S. federal income tax purposes. The Holdings Series A Preferred Stock will vote together with the Holdings common stock, as a single class, on all matters submitted to the shareholders of Holdings, but the Holdings Series A Preferred Stock will only be entitled to one vote for every ten shares of Holdings common stock into which the Holdings Series A Preferred Stock is convertible.

A comparison of the rights of shareholders of Holdings and Xerox is included under the heading “Proposal 1 – Approval of the Holding Company Reorganization – Comparative rights of Xerox and Holdings shareholders” in the joint proxy statement/prospectus of Holdings and Xerox, filed by Holdings with the Securities and Exchange Commission on April 23, 2019, which description is incorporated by reference herein.


Exhibit No.		Description

99.1		Unaudited Consolidated Financial Statements of Lexmark as of and for the three and six months ended June 30, 2025 and 2024.

99.2		Unaudited Pro Forma Condensed Combined Financial Information for the year ended December 31, 2024 and the nine months ended September 30, 2025

104		Cover Page Interactive Data File (formatted as Inline XBRL)

2SIGNATURES

~~In connection with the Reorganization, on July 31, 2019, Holdings entered into a Compensation Plan Agreement with Xerox (the “Compensation Plan Agreement”).~~ Pursuant to the ~~terms~~requirements of the ~~Merger~~Securities ~~Agreement~~Exchange ~~and~~Act ~~the Compensation Plan Agreement, Xerox transferred to Holdings and Holdings assumed sponsorship~~ of ~~and agreed to perform all obligations under~~1934, the June 30, 2017 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Plan (the “Performance Incentive Plan”) and the 2013 Amendment and Restatement of the Xerox Corporation 2004 Equity Compensation Plan for Non-Employee Directors (the “Directors Plan,” and together with the Performance Incentive Plan, the “Xerox Stock Plans”), including each ~~unexercised~~registrant ~~and unexpired~~has ~~option~~duly tocaused ~~purchase~~this ~~Xerox~~report ~~common stock and each right~~ to ~~acquire~~be orsigned ~~vest~~on inits abehalf ~~share~~by ~~of Xerox common stock pursuant to restricted stock unit awards, performance share awards and deferred stock units (together,~~ the ~~“Awards”)~~undersigned ~~that were~~thereunto ~~outstanding~~duly ~~under the Xerox Stock Plans immediately prior to the Effective Time~~authorized. AtThe ~~the~~signatures ~~Effective~~for ~~Time, the reserve of Xerox common stock under~~ each ~~Xerox~~undersigned ~~Stock~~shall ~~Plan,~~be ~~whether~~deemed ~~allocated~~ to ~~outstanding~~relate ~~equity~~only ~~awards~~to ~~under~~matters ~~such~~having ~~Xerox~~reference Stock Plans or unallocated at that time, was automatically converted on a one-share-for-one-share basis into shares of Holdings common stock, and the terms and conditions that were in effect immediately prior to ~~the Effective Time under each~~ such ~~outstanding~~company ~~Award will continue in full force~~ and ~~effect~~its after the Effective Time, including, without limitation, the vesting schedule and applicable issuance dates, the per share exercise price, the expiration date and other applicable termination provisions, except that the shares of common stock issuable under each such Award will be shares of Holdings common stocksubsidiaries.

The adoption of the Merger by the requisite vote of the shareholders of the Xerox Stock Plans constituted approval, without further action by the shareholders of Xerox, of any amendments to the Xerox Stock Plans necessary, appropriate or advisable to authorize (i) the assumption by Holdings of the Xerox Stock Plans, including any existing share reserves and the outstanding Awards under such Xerox Stock Plans, (ii) the issuance of Holdings common stock in lieu of shares of Xerox common stock under each of the Xerox Stock Plans, and (iii) Holdings to issue Awards under the Xerox Stock Plans to the eligible employees of Holdings and any of its subsidiaries, including any subsidiary formed or acquired after the Effective Time. Accordingly, at the Effective Time, the Xerox Stock Plans were each amended and restated in connection with the Reorganization to effectuate Holdings’ assumption of the Xerox Stock Plans including the Awards, to provide that references to Xerox be changed to refer to Holdings and references to Xerox common stock be changed to refer to Holdings common stock, and to provide that provisions for accelerated vesting and payment upon a change in control will be triggered by a change in control of either Holdings or Xerox.


	XEROX HOLDINGS CORPORATION

Date: January 20, 2026	By:	/s/ William Twomey
	Name:	William Twomey
	Title:	Vice President and Chief Accounting Officer

	XEROX CORPORATION

Date: January 20, 2026	By:	/s/ William Twomey
	Name:	William Twomey
	Title:	Vice President and Chief Accounting Officer

The foregoing description of the Compensation Plan Agreement is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure in Item 3.03 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following completion of the Reorganization, Xerox is no longer a publicly traded company. On July 31, 2019, the restated certificate of incorporation of Xerox was amended and restated upon completion of the Merger (the “Xerox Restated Certificate of Incorporation”) to reflect the provisions of the certificate of incorporation of Merger Sub in effect immediately prior to the Effective Time, and the by-laws of Xerox were amended and restated upon completion of the Merger (the “Xerox Amended and Restated By-laws”) to reflect the provisions of the by-laws of Merger Sub in effect immediately prior to the Effective Time.

The foregoing description of the Xerox Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of merger and the Xerox Restated Certificate of Incorporation, which are filed as Exhibits 3.1 and 3.2 hereto, respectively, and each of which is incorporated by reference herein. The foregoing description of the Xerox Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Xerox Amended and Restated By-laws, which are filed as Exhibit 3.3 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
3.1		Certificate of Merger, dated July 31, 2019
3.2		Xerox Corporation Restated Certificate of Incorporation, dated July 31, 2019
3.3		Xerox Corporation Amended and Restated By-laws, dated July 31, 2019
10.1		Compensation Plan Agreement between Xerox Corporation and Xerox Holdings Corporation, dated as of July 31, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XEROX CORPORATION
Date: July 31, 2019	By:	/s/ Douglas H. Marshall
		Name:	Douglas H. Marshall
		Title:	Secretary

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