Form 4: Xerox Director John Roese Reports Acquisition of Over 55,000 Deferred Stock Units

Xerox Holdings Corp Director John Roese has reported the acquisition of 55,226 Deferred Stock Units (DSUs) on May 21, 2025, bringing his total beneficial ownership to 73,073 DSUs.

Summary

• John Roese, a Director of Xerox Holdings Corp (XRX), acquired 55,226 Deferred Stock Units (DSUs) on May 21, 2025.
• These DSUs were acquired at a price of $0, indicating they are part of compensation.
• Each DSU represents the right to receive one share of common stock upon the reporting person's termination of service as a director or death, subject to any applicable deferral period.
• The newly acquired 55,226 DSUs are scheduled to vest on May 21, 2026.
• Following this transaction, John Roese beneficially owns a total of 73,073 DSUs.
• The total DSU balance includes 1,695 DSUs awarded from dividend equivalents attributable to DSUs held as of relevant record dates.

Sentiment

Score: 7

Explanation: The acquisition of DSUs by a director is generally a positive signal, indicating alignment of interests and commitment, though it's a routine compensation event rather than a strategic breakthrough.

Positives

• The acquisition of Deferred Stock Units (DSUs) by a director aligns their interests with shareholders, as DSUs convert to common stock, tying compensation to company performance.
• The award of DSUs indicates ongoing compensation and retention of key management/directors, signaling continued commitment.
• The inclusion of dividend equivalents in the DSU balance suggests a long-term holding incentive for these units, further aligning director and shareholder interests.

Future Outlook

The vesting of the acquired Deferred Stock Units on May 21, 2026, indicates a future conversion of these units into common stock, aligning the director's long-term interests with the company's performance and shareholder value.

Management Comments

• Each Deferred Stock Unit (DSU) represents the right to receive one share of common stock upon the reporting person's termination of service as a director or death, subject to any applicable deferral period.

Industry Context

This Form 4 filing is a routine disclosure of insider stock ownership changes. The award of Deferred Stock Units is a common practice in corporate governance to incentivize long-term commitment and align director interests with shareholder value, particularly in established technology and business services companies like Xerox.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) as a form of director compensation is a standard practice across many publicly traded companies, including peers in the business services and technology sectors such as HP Inc. or Canon. This mechanism is widely adopted to defer income and align long-term interests, similar to how companies like IBM or Accenture might compensate their non-executive directors.

Stakeholder Impact

• Shareholders: The acquisition of DSUs by a director aligns their interests with shareholders, as the value of DSUs is tied to the company's stock performance, potentially fostering long-term value creation.

Next Steps

• The 55,226 Deferred Stock Units are expected to vest on May 21, 2026, at which point they will convert into common stock.
• The reporting person will receive common stock shares upon termination of service as a director or death, subject to deferral periods.

Key Dates

Keywords

Xerox Holdings Corp, XRX, Form 4, Deferred Stock Units, DSU, Insider Transaction, Director Compensation, Stock Award, Beneficial Ownership