Xerox Holdings Corporation announced the commencement of tender offers, subject to the terms and conditions described below, to purchase for cash the debt securities issued by Xerox Corporation and Xerox Holdings listed in the table below. Concurrently with the commencement of the tender offers, the Company also announced that it is offering, subject to market conditions, $400 million in aggregate principal amount of Senior Notes due 2029. (1) Per $1,000 amount.

(2) The Total Consideration for Securities validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread and is inclusive of the Early Tender Payment. Subject to the terms and conditions set forth in the offer to purchase, dated March 4, 2024, (a) Holdings is offering to purchase for cash an aggregate principal amount of its 5.000% senior notes due 2025 up to $94 million and (b) Xerox is offering to purchase for cash any and all of its 3.800% senior notes due 2024. Holdings reserves the right, but is under no obligation, to increase the Maximum Tender Cap with respect to the 2025 Notes at any time, subject to applicable law.

The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers. The Tender Offers will expire at 5:00 p.m., New York City time, on April 1, 2024, or any other date and time to which the Company extends the applicable Tender Offer, unless earlier terminated. Holders of Securities must validly tender and not validly withdraw their Securities prior to or at 5:00 p.m., New York City time, on March 15, 2024, to be eligible to receive the applicable Total Consideration, which is inclusive of an amount in cash equal to the applicable amount set forth in the table above under the heading Early Tender Payment, plus Accrued Interest.

If a holder validly tenders Securities after the applicable Early Tender Date but prior to or at the applicable Expiration Date, the holder will only be eligible to receive the applicable Late Tender Offer Consideration plus Accrued Interest.