Xerox Holdings Corp

Filing Date

Apr 8, 2026

Transaction Date

Feb 6, 2026

Accession Number

0001104659-26-040724

Form Type

3

Footnotes

1. (F1)Mr. Deason is a Co-Executor of the DD Revocable Trust (the "Trust") and has the power to direct the voting and disposition of the securities held by the Trust. Following the passing of Darwin Deason on December 2, 2025, the Trust became irrevocable by operation of law. On February 6, 2026, the appropriate court issued Letters Testamentary appointing Douglas R. Deason, Scott Letier, and Bryan C. Birkland as Co-Executors of the Trust. Mr. Deason is deemed to be the beneficial owner of the securities held by the Trust by virtue of his power to control the Trust. Mr. Deason disclaims beneficial ownership of all securities reported herein except to the extent of his pecuniary interest therein.
2. (F2)Each share of Series A Convertible Perpetual Voting Preferred Stock ("Series A Preferred Stock") is convertible into shares of common stock, (the "Shares") at a conversion rate of approximately 37.4532 Shares per share of Series A Preferred Stock, subject to adjustment. The Series A Preferred Stock may be converted at any time at the election of the holder and does not have an expiration date.
3. (F3)The Trust holds warrants to purchase shares of Common Stock (the "Warrants") distributed by the Issuer on February 12, 2026, at a ratio of one Warrant for every two Shares held as of the record date. Each Warrant entitles the holder to purchase one Share at an exercise price of $8.00 per Warrant subject to the Issuer's right to voluntarily decrease such exercise price in its sole and absolute discretion from time to time. The Warrants are expected to expire and cease to be exercisable on February 11, 2028, unless certain conditions are met for an earlier expiration date.