| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 02/06/2026 | 3. Issuer Name and Ticker or Trading Symbol
Xerox Holdings Corp [ XRX ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $1.00 par value | 8,542,096 | I | DD Revocable Trust(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Convertible Perpetual Voting Preferred Stock | (2) | (2) | 6,741,576 Shares of Common Stock | 180,000 | (2) | I | DD Revocable Trust(1) |
| Warrants to Purchase Shares of Common Stock(3) | 02/12/2026 | 02/11/2028 | 7,641,828 Shares of Common Stock | 7,641,828(3) | $8 | I | DD Revocable Trust(1) |
| Explanation of Responses: |
| 1. 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. 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. 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. |
| /s/ Douglas R. Deason | 04/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||