BANDROWCZAK STEVEN JOHN 4

What Happened

• Steven John Bandrowczak, CEO and director of Xerox Holdings Corp (XRX), had restricted stock units (RSUs) convert into common shares on March 11, 2026. A total of 388,348 RSUs vested (275,734 from a May 21, 2025 grant and 112,614 from a March 11, 2024 grant) and converted one-for-one into 388,348 common shares.
• Of those vested shares, 145,637 shares were withheld and disposed of to satisfy tax withholding obligations (110,343 shares from the 2025 grant and 35,294 from the 2024 grant) at an effective withholding value of $1.75 per share, totaling $254,865. The net shares delivered to the reporting person were 242,711 (388,348 vested minus 145,637 withheld). This was a vesting/withholding event (not an open-market sale or purchase).

Key Details

• Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (filed two days after the transaction).
• Vested/converted: 388,348 RSUs → 388,348 common shares (one-for-one conversion).
• Shares withheld for taxes: 145,637 shares; tax withholding reported as 110,343 shares ($193,100) and 35,294 shares ($61,765), total ≈ $254,865.
• Net shares received: 242,711.
• Footnotes: Grant dates — May 21, 2025 award of 827,286 RSUs vesting in installments (33.33% on Mar 11, 2026); March 11, 2024 award of 337,878 RSUs vesting in thirds. RSUs convert 1:1 to common stock; withheld shares were disposed to cover tax liability.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Timeliness: Filing appears timely (filed two days after the vesting date).

Context

• This was a routine RSU vesting and tax-withholding event (derivative conversion + share withholding), common for executive compensation. The withheld shares represent tax payment — not an open-market sale signaling a change in sentiment.