BANDROWCZAK STEVEN JOHN 4

What Happened

• Steven John Bandrowczak, CEO and director of Xerox Holdings Corp (XRX), received 66,960 performance shares (PSUs) that vested on Feb 4, 2026. The shares were granted/awarded at $0 (performance-based award).
• To cover tax withholding, 20,986 of the vested shares were withheld and disposed of at $2.29 per share, generating $48,058. After withholding, the net shares delivered to Bandrowczak from this vesting event were 45,974.

Key Details

• Transaction date: February 4, 2026; Form 4 filed February 6, 2026.
• Awards (code A): 66,960 shares acquired at $0.00 (performance shares vested).
• Tax withholding (code F): 20,986 shares disposed at $2.29, proceeds $48,058.
• Net shares retained from vesting: 45,974 (66,960 vested − 20,986 withheld).
• Footnotes: The vesting reflects the Compensation Committee's determination that the performance conditions for PSUs granted Jan 18, 2023 were met; 20,986 shares were withheld/disposed to satisfy tax obligations.
• Shares owned after the transaction: not specified in the filing.

Context

• This was a vesting of performance-based awards, not an open-market purchase or sale driven by a trading plan. The withholding of shares to cover taxes is a routine administrative step (cashless tax withholding) and does not necessarily indicate a change in the insider’s market view.
• Form 4 was filed two days after the transaction date (within the SEC’s two-business-day filing window).