Xerox (NASDAQ: XRX) secures $450M IP-backed financing in joint venture with TPG

Rhea-AI Filing Summary

Xerox Holdings Corporation entered into a new joint venture with investors led by TPG to monetize certain Xerox intellectual property, including the Xerox trademarks. The structure combines $405,000,000 of senior secured term loans and $45,000,000 of Class A Units issued by XRX Brandco Holdings LLC, with proceeds distributed to Xerox.

The company plans to use this $450,000,000 of financing for general corporate purposes such as augmenting liquidity, accelerating its Reinvention strategy and Lexmark integration, and potentially redeeming or repaying debt. Xerox contributed specified IP into the joint venture in exchange for equity and then licensed the IP back under a Shared Services and License Agreement.

Under that agreement, Xerox and selected subsidiaries retain worldwide, royalty-bearing rights to use the contributed IP, paying IPCo a 2.0% royalty on specified consolidated revenue. The term loans carry interest at a base rate plus 7.125% or term SOFR plus 8.125%, amortize at 4.50% per year, and mature five years after closing.

Insights

Credit & capital structure analyst

Xerox raises $450M against IP to boost liquidity and fund its Reinvention strategy.

Xerox has formed an IP-focused joint venture with investors led by TPG, combining $405,000,000 of senior secured term loans and $45,000,000 of Class A Units. The proceeds are distributed to Xerox and earmarked for general corporate purposes, including liquidity support, its Reinvention program, and potential debt redemption or repayment.

The financing is structured at the joint-venture level, with XRX Brandco Holdings LLC as borrower and XRX Brandco LLC as guarantor. The term loans bear interest at either a base rate plus 7.125% or term SOFR plus 8.125%, amortize 4.50% per year, and mature five years after the February 17, 2026 closing. Obligations are secured by substantially all assets of the IP holding entities.

A Shared Services and License Agreement keeps Xerox’s operational continuity intact. Xerox and certain subsidiaries receive a worldwide license to the contributed IP, while agreeing to pay a 2.0% royalty on specified consolidated revenue. Related guarantees and covenants impose asset coverage tests and limit additional indebtedness and liens at certain subsidiaries, meaning future flexibility will need to be managed within these constraints.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2026

XEROX HOLDING CORPORATION

XEROX CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York		001-39013 001-04471		83-3933743 16-0468020
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 Merritt 7 Norwalk, Connecticut		06851-1056
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (203) 849-5216

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.00 per share		XRX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Transaction Overview

On February 17, 2026, Xerox Corporation (“Xerox”), a New York corporation and a wholly owned subsidiary of Xerox Holdings Corporation (“Holdings”), a New York corporation, and certain investors including certain funds and accounts managed by Angelo, Gordon & Co., L.P. (collectively, “TPG”) entered into a joint venture arrangement (the “Joint Venture”) pursuant to which TPG and certain other investors funded $405,000,000 aggregate principal amount of senior secured term loans (the “Term Loans”) to, and purchased $45,000,000 of Class A Units from, XRX Brandco Holdings LLC (“IPCo Holdings”) (the “Joint Venture Financing”). The proceeds of the Joint Venture Financing were distributed by IPCo Holdings to Xerox (the “Distribution”) and are expected to be used for general corporate purposes, including, but not limited to, augmenting liquidity, accelerating the Reinvention (including the Lexmark integration) and opportunistically addressing Holdings’ capital structure over time (which may include the redemption or repayment of debt).

In connection with the formation of the Joint Venture, Xerox contributed (the “Contribution”) certain intellectual property and related assets, including the trademarks in respect of the Xerox brand (collectively, the “Contributed IP”), to IPCo Holdings and received Class B Units of IPCo Holdings. Subsequent to the Joint Venture Financing, the Distribution and the Contribution, Xerox contributed cash in an amount roughly equal to $4,750,000 to the common equity capital of IPCo Holdings.

Credit Agreement

On February 17, 2026 (the “Closing Date”), IPCo Holdings, as borrower, entered into that certain credit agreement (the “Credit Agreement”) with Alter Domus (US) LLC, as the administrative agent and the collateral agent, and the lending institutions from time to time party thereto, as lenders. The proceeds of the Term Loans were distributed to Xerox.

The Term Loans are guaranteed by XRX Brandco LLC (“IPCo”), a wholly owned subsidiary of IPCo Holdings.

Borrowings under the Term Loans will bear interest at a per annum rate equal to either (a) a base rate plus a margin of 7.125% for ABR Loans (as defined in the Credit Agreement), or (b) the applicable term SOFR rate plus a margin of 8.125% for SOFR Loans (as defined in the Credit Agreement).

The Term Loans mature on the date that is the fifth anniversary of the Closing Date. The Term Loans amortize at a rate of 4.50% per annum of the aggregate principal amount of Term Loans outstanding as of the Closing Date, with such amounts payable in equal quarterly installments, commencing following the fiscal quarter ending September 30, 2026. The remaining outstanding principal balance is due in full at maturity.

The Term Loans are subject to customary voluntary and mandatory prepayment provisions, including requirements to prepay the Term Loans with the proceeds of certain indebtedness and excess cash flow.

The Credit Agreement also contains customary affirmative covenants, representations and warranties and events of default for borrowers and facilities of this type, including, among others, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other indebtedness and insolvency events. In addition, the Credit Agreement includes customary negative covenants for borrowers and facilities of this type that, among other things, restrict the ability of IPCo Holdings and its subsidiaries to pay dividends or make other distributions, make investments, incur additional indebtedness and engage in certain other activities.

The obligations of IPCo Holdings and IPCo under the Credit Agreement are secured by a pledge of substantially all of their respective assets.

The foregoing summary and description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein.

Shared Services and License Agreement

On February 17, 2026, in connection with the formation of the Joint Venture, Holdings, Xerox, IPCo Holdings and IPCo entered into a Shared Services and License Agreement (the “SSLA”), pursuant to which (i) Holdings agreed to provide certain services to IPCo Holdings and IPCo and (ii) IPCo granted a worldwide royalty-free, non-exclusive, non-assignable, and sublicensable license in the Contributed IP to Xerox and, at the election of Holdings, certain of its subsidiaries (collectively, the “Licensees”). The Contributed IP includes but is not limited to the trademarks associated with the Xerox brand.

The Licensees are required to pay IPCo a royalty fee equal to 2.0% of specified consolidated revenue generated by Holdings and its subsidiaries from the Contributed IP. The royalty is payable in arrears on a quarterly basis. The obligations of the Licensees in respect of the SSLA are guaranteed by and secured by the assets of certain subsidiaries of Holdings (the “SSLA Guarantee”). The SSLA Guarantee contains representations and warranties and covenants limiting certain such guarantors and certain other subsidiaries of Holdings from incurring indebtedness and liens, selling assets, making investments and limiting certain other transactions and requiring certain such guarantors and other subsidiaries to maintain at the end of each quarter a specified asset coverage ratio, generally defined as the ratio of certain assets held by such guarantors and subsidiaries to the outstanding amount of the Term Loans and Class A Units (net of cash held by IPCo Holdings). The SSLA Guarantee also contains certain events of default relating to, among others, the breach of such representations, warranties and covenants and defaults under the SSLA or SSLA Guarantee.

The initial term of the SSLA is ten years from the effective date, with automatic five-year renewal periods, provided either Holdings or IPCo may terminate the SSLA effective as of the end of the then-applicable term on 18 months’ advance notice to the other parties. In addition, the SSLA may be terminated by IPCo upon certain events of default by Holdings, including non-payment, material breach, insolvency or change of control, subject to applicable cure periods. Holdings may terminate the SSLA with IPCo’s consent or upon certain breaches by IPCo. Upon termination, the Licensees’, and their sublicensees’, rights to use the Contributed IP also cease, subject to a 90-day sell-off period for existing inventory.

The foregoing summary and description of the SSLA does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the SSLA, a copy of which is filed as Exhibit 10.2 to this Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

Press Release

On February 17, 2026, Holdings and Xerox issued a press release announcing, among other things, certain of the transactions described above, a copy of which is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward Looking Statements

This Form 8-K and the exhibits attached to this Form 8-K contain statements which are not historical facts that are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,”, “could,”, “can,” “should,” “targeting,” “projecting,” “driving,” “future,” “plan,” “predict,” “may” or words of similar meaning and include, but are not limited to, statements regarding the Joint Venture Financing. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this document or as of the date to which they refer, and we assume no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law. Factors that might cause such differences include, but are not limited to, those discussed in our Securities and Exchange Commission filings, including our reports on Forms 10-K and 10-Q. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Credit Agreement, dated as of February 17, 2026, by and among XRX Brandco Holdings LLC, the lenders party thereto from time to time and Alter Domus (US) LLC, as administrative and collateral agent
10.2		Shared Services and License Agreement, dated as of February 17, 2026, by and among Xerox Holdings Corporation, Xerox Corporation, XRX Brandco Holdings LLC and XRX Brandco LLC
99.1		Press Release dated February 17, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to related only to matters having reference to such company and its subsidiaries.

						XEROX HOLDING CORPORATION
Date: February 17, 2026				By:		/s/ Flor M. Colón
						Name: Flor M. Colón Title: Secretary
						XEROX CORPORATION
Date: February 17, 2026				By:		/s/ Flor M. Colón
						Name: Flor M. Colón Title: Secretary

Exhibit 99.1

News from Xerox Holdings Corporation

Xerox Raises $450 Million for New Joint Venture to

Strengthen Balance Sheet and Support Long-Term Strategy

NORWALK, Conn., Feb. 17, 2026 — Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox” or the “Company”) today announced the formation and capitalization of a new joint venture (the “Joint Venture”) between Xerox and TPG, a leading global alternative asset management firm. The Joint Venture is structured as an intellectual property holding and licensing entity designed to manage, protect, and monetize certain Xerox IP assets.

The Joint Venture has raised $450 million in aggregate principal amount of financing led by TPG’s credit business, TPG Credit, with participation from other investors, consisting of senior secured term loans and preferred equity (the “Joint Venture Financing”). The proceeds of the Joint Venture Financing were distributed to Xerox and are expected to be used for general corporate purposes, including augmenting liquidity, accelerating the Company’s Reinvention (including the Lexmark integration), and opportunistically addressing the Company’s capital structure over time, which may include the redemption or repayment of debt.

In connection with the Joint Venture Financing, certain subsidiaries of Xerox contributed specific intellectual property assets to the Joint Venture in exchange for equity interests. As part of this structure, Xerox and the Joint Venture entered into a long-term shared services and license agreement that preserves the Company’s full, uninterrupted ability to use the Xerox name, trademark, and other transferred IP across all global operations, ensuring continuity in how Xerox presents itself and serves clients.

“This financing strengthens our balance sheet and completes the liquidity-enhancing actions we began in the fall, with the objective of ensuring Xerox is well-capitalized and positioned to advance our long-term strategy,” said Louie Pastor, president and chief operating officer at Xerox. “The acquisitions of ITsavvy and Lexmark created a diversified and scaled platform that positions us to deliver meaningful value for our clients, partners, and shareholders, starting with our guidance of more than $200 million in expected operating income growth in 2026. The Joint Venture builds on these efforts and enables Xerox to unlock additional value from our well recognized trademark and intellectual property assets. We look forward to partnering with TPG and leveraging their support as we continue executing this disciplined transformation.”

“TPG is pleased to be a capital partner to Xerox and have the opportunity to help strengthen its balance sheet and support the execution of its long-term growth strategy,” said Joe Lenz, Partner and Co-Head of Research, TPG Credit Solutions.

Advisors

Lazard is serving as financial advisor to Xerox and Kirkland & Ellis LLP is serving as legal advisor. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to TPG in connection with the transactions.

About Xerox Holdings Corporation (NASDAQ: XRX)

Xerox has been redefining the workplace experience for over a century. As a services-led, software-enabled company, we power today’s hybrid workplace through advanced print, digital, and AI-driven technologies. In 2025 Xerox acquired Lexmark—expanding our global footprint, strengthening service capabilities, and equipping us to deliver an even broader portfolio of workplace technologies to our clients. Today, we continue our legacy of innovation to deliver client-centric, digitally driven solutions that meet the needs of a global, distributed workforce. Whether in offices, classrooms, or hospitals, we help our clients thrive in a constantly evolving business landscape.

News from Xerox Holdings Corporation

About TPG

TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $303 billion of assets under management and investment and operational teams around the world. TPG invests across a broadly diversified set of strategies, including private equity, impact, credit, real estate, and market solutions, and our unique strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities.

Forward-Looking Statement

This press release contains statements which are not historical facts that are considered forward-looking statements under federal securities laws and may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,”, “could,”, “can,” “should,” “targeting,” “projecting,” “driving,” “future,” “plan,” “predict,” “may” or words of similar meaning and include, but are not limited to, statements regarding the Joint Venture Financing. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. These forward-looking statements speak only as of the date of this document or as of the date to which they refer, and we assume no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law. Factors that might cause such differences include, but are not limited to, those discussed in the Company’s Securities and Exchange Commission filings, including the Company’s reports on Forms 10-K and 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Media Contacts

Justin Capella, Xerox, Justin.Capella@xerox.com

Katherine Segura, TPG, media@tpg.com

Investor Contact

Greg Stein, Xerox, Greg.Stein@xerox.com

Xerox^® is a trademark of Xerox in the United States and/or other countries.

FAQ

What joint venture did Xerox (XRX) form with TPG in February 2026?

Xerox formed an intellectual property joint venture with investors led by TPG. The structure uses XRX Brandco Holdings LLC to hold and license certain Xerox IP assets, including trademarks, and to raise financing through senior secured term loans and preferred equity purchased by TPG and other investors.

How much financing did the new Xerox (XRX) joint venture raise?

The joint venture raised $450 million in aggregate financing. This consists of $405,000,000 in senior secured term loans and $45,000,000 of Class A preferred equity units issued by XRX Brandco Holdings LLC, with all proceeds distributed to Xerox for corporate and strategic purposes.

How will Xerox (XRX) use the $450 million joint venture proceeds?

Xerox plans to use the proceeds for general corporate purposes. The company highlights augmenting liquidity, accelerating its Reinvention strategy and Lexmark integration, and opportunistically addressing its capital structure over time, which may include redeeming or repaying existing debt obligations.

What intellectual property did Xerox (XRX) contribute to the joint venture?

Certain Xerox intellectual property, including trademarks, was contributed. Subsidiaries of Xerox transferred specified IP assets, such as the trademarks associated with the Xerox brand, to the joint venture in exchange for equity interests, while retaining usage rights through a long-term license agreement.

Does Xerox (XRX) retain rights to use its brand after the IP joint venture?

Yes, Xerox keeps broad rights to use its name and trademarks. A Shared Services and License Agreement grants Xerox and certain subsidiaries a worldwide, royalty-bearing license to the contributed IP, preserving uninterrupted use of the Xerox brand across all global operations and client-facing activities.

What are the key terms of the Xerox (XRX) joint venture term loans?

The term loans bear high-yield interest and mature in five years. Borrowings accrue interest at a base rate plus 7.125% or term SOFR plus 8.125%, amortize at 4.50% per year starting after Q3 2026, and are secured by substantially all assets of XRX Brandco Holdings LLC and its subsidiary.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 10.4 KB

Agreements & Contracts

• EX-10.1 EX-10.1 685.6 KB
• EX-10.2 EX-10.2 215.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 45.4 KB