BANDROWCZAK STEVEN JOHN 4

What Happened

• Xerox CEO Steven John Bandrowczak converted (exercised) 60,751 restricted stock units (RSUs) into 60,751 common shares on January 18, 2026. The RSUs converted on a one-for-one basis (exercise price reported as $0.00).
• To cover tax withholding, 22,260 of those shares were withheld and disposed at $2.72 per share, generating $60,547. Net shares retained from this vesting event were 38,491 (60,751 converted minus 22,260 withheld).
• This was not an open-market sale of shares for investment purposes; the disposed shares were used to satisfy tax obligations.

Key Details

• Transaction date: January 18, 2026; Form 4 filed January 21, 2026 (filing appears timely).
• Conversion/exercise: 60,751 RSUs → 60,751 shares (exercise/conversion code M); exercise price reported $0.00.
• Tax withholding/disposition: 22,260 shares withheld/disposed (code F) at $2.72/share = $60,547.
• Net shares retained from this vesting: 38,491.
• Footnotes from filing: Award originally granted Jan 18, 2023 (178,678 RSUs vesting in three annual installments); RSUs convert 1-for-1; of the 60,751 RSUs that vested, 22,260 were withheld and disposed for taxes.
• Shares owned after transaction: total holdings not specified in the filing (only net shares from this vesting are shown).

Context

• This was a routine RSU vesting and tax-withholding transaction, not a market sale signaling investment intent. RSUs convert to shares (one-for-one) and companies commonly withhold shares to satisfy tax withholding.
• Transaction codes: M = exercise/conversion of a derivative (here, RSUs converting to stock); F = payment of exercise price or tax liability (shares withheld for taxes).