Xerox Holdings Corporation filed a Form S-3 shelf registration statement with the SEC on October 29, 2026, covering the resale of up to 3,872,062 shares of common stock by selling stockholders.

Key Highlights

  • Shares registered: Up to 3,872,062 shares of common stock, par value $1.00 per share, may be offered by selling stockholders.
  • No proceeds to the company: According to the filing, Xerox will not receive any of the proceeds from the sale of shares by the selling stockholders.
  • Recent share price: The filing states the last reported sales price of common stock on October 28, 2026 was $2.79 per share.
  • Shelf process: The registration uses a "shelf" process under Rule 415, allowing selling stockholders to sell shares periodically in one or more offerings.
  • Filer classification: The registrant identified itself as a large accelerated filer in the filing.
  • Legal agent: Flor M. Colon, Chief Legal Officer and Corporate Secretary, is named as the agent for service of process.

Xerox Holdings Registers Selling Stockholder Resale Shelf

Xerox Holdings Corporation, listed on the Nasdaq Global Select Market under the symbol "XRX" (NASDAQ:XRX), filed a Form S-3 registration statement on October 29, 2026, to register the potential resale of up to 3,872,062 shares of its common stock, par value $1.00 per share. The shares are being registered on behalf of selling stockholders identified in the prospectus, and the company disclosed that it will not receive any proceeds from any such sales.

According to the filing, the selling stockholders may offer and sell their shares from time to time directly or through agents or broker-dealers, on terms to be determined at the time of sale. The prospectus describes this as a "shelf" registration under Rule 415 of the Securities Act of 1933, which permits periodic sales in one or more offerings after the registration statement becomes effective. The filing noted that as of October 28, 2026, the last reported sales price for Xerox common stock was $2.79 per share.

The registration statement was filed with Simpson Thacher and Bartlett LLP listed as legal counsel, with attorneys Kenneth B. Wallach and Catherine C. Ciriello named. The filing notes that the registration statement remains subject to completion and that securities may not be sold until it becomes effective. The prospectus states that investing in the offered securities involves risks, directing readers to the "Risk Factors" section beginning on page 4 and to documents incorporated by reference.

What Was Disclosed

Xerox Holdings Corporation filed a shelf registration statement covering the potential resale of up to 3,872,062 shares of common stock by selling stockholders. The company stated it will receive no proceeds from these sales, and no specific offering terms were set at filing.