Xerox initiates debt exchange agreement

On October 29, 2026, Xerox Corporation ("Xerox"), Xerox Holdings Corporation ("Holdings" and together with Xerox, the "Companies"), the subsidiary guarantors named therein (the "Guarantors") and certain holders of 5.500% Senior Notes due 2028 of Holdings (the "2028 Notes"), the Existing First Lien Notes (as defined below) and/or term loans under the Term Loan Credit Agreement (as defined below), or their investment advisors, sub-advisors or managers (each, a "Consenting Holder" and collectively, the "Consenting Holders" and, together with the Companies and the Guarantors, the "ESA Parties") entered into an exchange support agreement (the "Exchange Support Agreement") pursuant to which, the ESA Parties have agreed to the terms of and to support the transactions described below¹.

The transactions (collectively, the "Transactions") include (A) the commencement of an exchange offer (the "Exchange Offer") to exchange approximately $174.0 million aggregate principal amount of 2028 Notes held by the Consenting Holders (representing approximately 31.1% of the outstanding aggregate principal amount of the 2028 Notes)² for, per $1,000 principal amount of 2028 Notes exchanged in the Exchange Offer: (i) $690.00 aggregate principal amount of 10.250% Senior Secured First Lien Notes (2026 Issue) due 2030 newly issued by Xerox (the "New 1L Exchange Notes"), with terms, priority, and collateral substantially identical to those of the Existing First Lien Notes under the Existing First Lien Indenture (as defined below), as modified by the Supplemental Indenture (as defined below), and (ii) 3,872,062 shares of common stock, par value $1.00 per share, of Holdings (the "Common Stock") or, in limited circumstances, an additional $60.00 principal amount of New 1L Exchange Notes, and (B) (i) an amendment (the "Term Loan Credit Agreement Amendment") to the First Lien Term Loan Credit Agreement, dated as of November 17, 2023, among Xerox, as borrower, Holdings, as guarantor, the other guarantors party thereto, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Term Loan Credit Agreement") and (ii) a supplemental indenture (the "Supplemental Indenture") to the Indenture, dated as of April 11, 2025, among Xerox, as issuer, Holdings, as guarantor, the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to the 10.250% Senior Secured First Lien Notes due 2030 (the "Existing First Lien Notes") of Xerox (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Existing First Lien Indenture"), in each case, to add a negative covenant limiting the Companies' ability to permit certain entities to incur additional debt or issue additional equity³.

Pursuant to the Exchange Support Agreement, the Consenting Holders have agreed to, among other things: (i) participate in the Exchange Offer, including by delivering an exchange agreement (the form of which is attached to the Exchange Support Agreement, the "Exchange Agreement") to formally exchange such Consenting Holders' 2028 Notes in the Exchange Offer by November 12, 2026, the early exchange deadline for the Exchange Offer⁴ (the "Early Exchange Deadline"), subject to the conditions outlined in the Exchange Support Agreement, and (ii), to the extent they hold term loans under the Term Loan Credit Agreement, provide consent to implement the Term Loan Credit Agreement Amendment. Further, effective upon consummation of the Exchange Offer, each of the Consenting Holders has agreed (and each beneficial owner of New 1L Exchange Notes, by its acceptance thereof, will agree) not to institute, pursue or support any action or proceeding against the Companies, their subsidiaries or their respective affiliates and representatives and the agents, trustees and collateral agents under the Companies' and their subsidiaries' existing funded indebtedness, in each case, arising out of or relating to the joint venture previously announced in February 2026 and related transactions, subject to the conditions outlined in the Exchange Support Agreement. Concurrently, the Companies have agreed to, among other things, use commercially reasonable efforts to (i) take or cause to be taken all actions reasonably necessary to consummate the Transactions, including by entering into the Exchange Agreement, the Term Loan Credit Agreement Amendment and the Supplemental Indenture, and (ii) cause Holdings to file a registration statement for the resale of the Common Stock to be issued in the Exchange Offer on or prior to the settlement date of the Exchange Offer (the "Settlement Date"), in each case, as outlined in, and subject to the conditions of, the Exchange Support Agreement.

The Exchange Support Agreement may be terminated by the Consenting Holders that hold, in the aggregate, at least 66.67% of the outstanding principal amount of 2028 Notes held by all Consenting Holders, or the Companies, in certain circumstances including if, among others, the early settlement of the Exchange Offer is not consummated on or before November 20, 2026 (in the case of termination by the Consenting Holders)⁶, or the counterparty is in breach in any material respects of their obligations, representations, warranties or covenants contained in the Exchange Support Agreement (after an applicable cure period).

The Settlement Date is expected to occur on or about November 13, 2026⁵, the business day following the Early Exchange Deadline.

Concurrently with entrance into the Exchange Support Agreement, the Companies entered into the Term Loan Credit Agreement Amendment as described above. Although the Term Loan Credit Agreement Amendment has been entered into, its operative provisions will be

On October 29, 2026, the Companies issued a press release announcing certain of the Transactions, a copy of which is furnished as Exhibit 99.1 hereto⁷ and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K and the exhibits attached to this Form 8-K contain statements which are not historical facts that are considered forward-looking statements under federal securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "potential," "predicts," "projects," "seeks," "should," "will," "would," "could," "can," "targeting," "projecting," "driving," "future," "plan," "predict," "may" or words of similar meaning and include, but are not limited to, statements regarding the Transactions, the anticipated closing of the Transactions and the Companies' ability to realize the intended benefits of the Transactions. Forward-looking statements are not guarantees of future performance and the actual results of the Companies may differ significantly from the results discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this document or as of the date to which they refer. Factors that might cause such differences include, but are not limited to, those discussed in the Companies' Securities and Exchange Commission filings, including the Companies' reports on Forms 10-K and 10-Q. The Companies assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

(d) Exhibits.

Exhibit Number

Description

10.1*

Exchange Support Agreement, dated as of October 29, 2026, by and among Xerox Corporation, Xerox Holdings Corporation, the other guarantors party thereto and the Consenting Holders.

10.2

Amendment No. 2, dated as of October 29, 2026, to the First Lien Term Loan Credit Agreement, dated as of November 17, 2023, among Xerox Corporation, Xerox Holdings Corporation, the other guarantors party thereto, the lenders party thereto from time to time and Jefferies Finance LLC, as administrative agent and collateral agent.

99.1

Press Release, dated October 29, 2026.

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*

Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Companies treat as private or confidential.

SIGNATURES

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

Xerox Corporation

Date: October 29, 2026

By:

/s/ Charles Douglas Butler

Name: Charles Douglas Butler

Title: Chief Financial Officer

Xerox Holdings Corporation

Date: October 29, 2026

By:

/s/ Charles Douglas Butler

Name: Charles Douglas Butler

Title: Chief Financial Officer

News from Xerox Holdings Corporation

Xerox Announces Exchange Transaction to Extend Portion of 2028 Debt Maturities and Reduce Overall Debt

NORWALK, Conn., Oct. 29, 2026 – Xerox Holdings Corporation (NASDAQ: XRX) today announced an exchange transaction (the "Exchange

Transaction") that will address approximately $174 million of its senior notes due in 2028 (the "2028 Notes"), extending those maturities to 2030 while reducing overall debt principal and preserving cash. The transaction represents another step in the company's ongoing efforts to strengthen its balance sheet and reduce leverage.

"Following the open market purchases earlier this year, this transaction is yet another step that we've taken to proactively address our upcoming maturities. It addresses more than 30% of our outstanding 2028 Notes while reducing debt principal and preserving liquidity to support the business," said Chuck Butler, chief financial officer at Xerox. "We appreciate the constructive partnership with our largest lenders and remain focused on strengthening our balance sheet and reducing leverage."

Transaction Details

The Exchange Transaction is anchored by an ad hoc group of first lien lenders and provides for holders of approximately $174 million of 2028 Notes to exchange their notes for a combination of Xerox Corporation's newly issued first lien senior secured notes due October 2030 (the "New First Lien Notes"), and shares of Xerox common stock.

For each $1,000 principal amount of 2028 Notes exchanged, participating holders will receive $690 principal amount of New First Lien Notes and $60 in value of Xerox common stock (based on a discount to the pre-announcement VWAP), or additional New First Lien Notes in certain limited circumstances.

The New First Lien Notes will be largely identical to the existing first lien notes due October 2030 and will rank pari passu with the company's existing first lien debt. The transaction is structured as a cashless exchange, other than transaction expenses, and is expected to keep cash interest approximately neutral. It is expected to close on or about November 13, 2026, subject to certain limited conditions.

Upon completion, the transaction is expected to reduce overall debt principal by approximately $53 million and extend $121 million of debt maturing in 2028 to 2030.⁸

This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.

© 2026 Xerox Corporation. All rights reserved. Xerox® and the Xerox logo are trademarks of XRX Brandco LLC in the United States and/or other countries. Lexmark® is a trademark of Lexmark International, Inc. in the United States and/or other countries .

News from Xerox Holdings Corporation

Advisors

Lazard is serving as financial advisor to Xerox and Simpson Thacher & Bartlett LLP is serving as legal advisor. Moelis & Company LLC is serving as financial advisor to the ad hoc group of first lien lenders and Gibson, Dunn & Crutcher LLP is serving as legal advisor.

Forward-Looking Statement

This presentation and other written or oral statements made from time to time by management contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 and involve certain risks and uncertainties. The words "anticipate", "believe", "estimate", "expect", "intend", "will", "would", "could", "can", "should", "targeting", "projecting", "driving", "future", "plan", "predict", "may" and similar expressions are intended to identify forward-looking statements. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. These statements reflect management's current beliefs and assumptions and are subject to a number of other factors that may cause actual results to differ materially.

Such factors include but are not limited to: applicable market conditions; global macroeconomic conditions, including inflation, slower growth or recession, delays or disruptions in the global supply chain, higher interest rates, and wars and other conflicts, including the current conflict between Russia and Ukraine; our ability to succeed in a competitive environment, including by developing new products and service offerings and preserving our existing products and market share as well as repositioning