Xerox Holdings Corporation

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 29, 2026, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Xerox Holdings Corporation (“Xerox Holdings”) and Xerox Corporation (together with Xerox Holdings, the “Company”) approved the Xerox Holdings Corporation 2026 - 2028 Transformation Retention Award Plan (the “Retention Plan”), effective as of July 1, 2026. The Retention Plan is a limited-duration program designed to retain critical talent during the Company’s multi-year transformation, supplementing the Company’s existing incentive programs. Participants in the Retention Plan may include executive officers (including Named Executive Officers), senior leaders, and other employees of the Company and its direct and indirect subsidiaries who are critical to the execution of the Company’s turnaround strategy. The Committee has the sole authority to select participants who are executive officers and determine the amounts of any awards made to such participants. However, the Committee does not expect to select the Chief Executive Officer or the Chief Financial Officer to participate in the Retention Plan. Members of the Company’s management team have the authority to select participants who are not executive officers and determine the amounts of any awards made to such participants. Each participant receives a cash-based retention award, which may be expressed as a fixed dollar amount, a percentage of base salary, or a percentage of target annual bonus, as determined by the Committee. Each retention award vests in eight substantially equal installments over a two-year period, with installments vesting on the last day of each fiscal quarter. Each vested installment is paid within 30 days following the applicable quarterly vesting date. Vesting is generally conditioned on the participant’s continued employment with the Company through the applicable vesting date. Except as provided in the Retention Plan with respect to a Change in Control (as defined in the Retention Plan), upon termination of employment for any reason, whether voluntary or involuntary, all unvested installments are forfeited. In the event of a Change in Control, the Committee may in its sole discretion provide for accelerated vesting of all or any remaining installments, with any accelerated installments being paid within 30 days following such acceleration determination. If a participant’s employment is terminated by the Company without Cause (as defined in the Retention Plan) or the participant effectuates a Termination for Good Reason (as defined in the Retention Plan) within 12 months following a Change in Control, all then-unvested installments immediately vest and are paid within 30 days thereafter. The foregoing description of the Retention Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description Exhibit No. Description 10.1 Xerox Holdings Corporation 2026-2028 Transformation Retention Award Plan ───────────────────────────────────────────────────────────────────────────────────────────── 104 Cover Page Interactive Data File (formatted as Inline XBRL)