[8-K] Xerox Holdings Corp Reports Material Event

Rhea-AI Filing Summary

Xerox Holdings Corporation is registering up to $750,000,000 of common stock to be issued upon exercise of newly distributed warrants. The company has completed a pro rata distribution of warrants to holders of its common stock, 3.75% Convertible Senior Notes due 2030, and Series A Convertible Perpetual Voting Preferred Stock as of February 9, 2026, at a rate of one warrant for every two common shares.

Each warrant allows the holder to buy one Xerox share at an exercise price of $8.00 per share, payable in cash or, for a period, by delivering specified Xerox debt securities. The warrants are expected to trade on Nasdaq under the symbol XRXDW and will generally expire on February 11, 2028, with provisions for early expiration and for ending the debt-settlement option if the share price meets volume-weighted average price conditions. A legal opinion also covers issuance of shares upon exercise of 77,271,234 warrants and up to 5,192,626 additional shares to B. Dyson Capital Advisors or its affiliates as compensation for advisory services related to the distribution.

Insights

Capital structure and equity-linked securities analyst

Xerox sets up a large warrant-driven equity facility aimed at balance sheet strengthening.

Xerox is distributing warrants pro rata to equity and certain debt holders and has registered up to $750,000,000 of common stock for issuance upon exercise. Each warrant is exercisable into one share at $8.00, aligning potential future equity issuance with investor participation.

The structure allows the exercise price to be paid in cash or initially via designated Xerox debt securities, tying potential deleveraging directly to warrant exercises. Conditions based on the volume-weighted average price of the stock govern when note-based exercises terminate and when warrants might expire early, linking outcomes to market performance.

The transaction introduces meaningful potential equity issuance over a period ending no later than February 11, 2028, with listing of the warrants under XRXDW to facilitate secondary trading. Actual impact on leverage, share count, and ownership mix will depend on future market prices and holder exercise decisions, within the parameters set out in the warrant agreement and prospectus.

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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 12, 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.

On January 28, 2026, Xerox Holdings Corporation, a New York corporation (the “Company”), announced that the Board of Directors of the Company had declared a distribution (the “Warrants Distribution”) to the holders of record of the Company’s common stock, par value $1.00 per share (the “Common Stock”), the Company’s 3.75% Convertible Senior Notes due 2030 (the “Convertible Notes”) and the Company’s Series A Convertible Perpetual Voting Preferred Stock (the “Series A Preferred Stock”) in the form of warrants to purchase shares of Common Stock (the “Warrants”). The Warrants were issued on the terms and conditions described in the Warrant Agreement (as defined below and attached as an exhibit hereto) and are being distributed on February 12, 2026 to the holders of record of Common Stock, Convertible Notes and Series A Preferred Stock as of the close of business on February 9, 2026 (such date and time, the “Record Date”).

Pursuant to the terms of the Warrant Agreement, dated as of February 12, 2026, among the Company and Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent (the “Warrant Agreement”), each holder of record of Common Stock as of the Record Date will receive one Warrant for every two shares of Common Stock (rounded down to the nearest whole number for any fractional Warrant). Holders (the “Other Eligible Recipients”) of the Convertible Notes and the Series A Preferred Stock will also receive Warrants, at the same time and on the same terms as holders of Common Stock, without having to convert their Convertible Notes or Series A Preferred Stock, as applicable, subject to the terms of the Warrant Agreement. The number of Warrants distributed to each Other Eligible Recipient is based on the number of shares of Common Stock into which such securities would be convertible as of the Record Date, calculated by multiplying (i) the applicable conversion rate in effect on the Record Date (as defined in the indenture governing the Convertible Notes or the applicable governing documents for the Convertible Preferred Stock) by (ii) the aggregate principal amount (expressed in thousands) of Convertible Notes or the applicable liquidation preference of the Convertible Preferred Stock, held by such Other Eligible Recipient as of the Record Date, as applicable.

The Warrants are expected to commence trading on the Nasdaq Global Select Market under the ticker “XRXDW” on February 13, 2026.

Exercise

Each Warrant will entitle the holder to purchase, at each holder’s sole and exclusive election, at an exercise price of $8.00 per Warrant (the “Warrant Exercise Price”), one share (the “Warrant Exercise Rate”) of Common Stock payable in cash or by delivery of certain issued and outstanding notes designated by the Company from time to time (the “Designated Notes”). The Warrant Exercise Rate is subject to certain adjustments as set forth in “Anti-Dilution Adjustments” below and the Company’s right to voluntarily increase the Warrant Exercise Rate in its sole and absolute discretion from time to time. The Warrant Exercise Price is subject to the Company’s right to voluntarily decrease the Warrant Exercise Price in its sole and absolute discretion from time to time.

The right to satisfy the Warrant Exercise Price by delivery of Designated Notes will terminate as of 5:00 p.m., New York City time, on the relevant Notes Exercise Expiration Date (as defined in the Warrant Agreement). From such time there will be deemed to be no Designated Notes, subject to any Notes Exercise Reinstatement (as defined in the Warrant Agreement).

Expiration

The Warrants will expire and cease to be exercisable at 5:00 p.m., New York City time, on February 11, 2028 (the “Expiration Date”) unless the Early Expiration Price Condition (as defined in the Warrant Agreement) is met, in which case the Expiration Date will be the Early Expiration Date (as defined in the Warrant Agreement).

Anti-Dilution Adjustments

The Warrant Exercise Rate is subject to certain adjustments for events including: (i) stock dividends, splits, subdivisions, reclassifications and combinations; (ii) rights issues; (iii) spin-offs; and (iv) shareholder rights plans.

The foregoing description of the Warrants and the Warrant Agreement is only a summary and is qualified in its entirety by reference to the complete description of the terms of the Warrants set forth in the Warrant Agreement (including the Form of Warrant attached thereto), which is filed as Exhibit 4.1 to this Current Report on Form 8-K (this “Form 8-K”) and incorporated by reference herein. In connection with the Warrant Distribution, the Company is filing a prospectus supplement, dated February 12, 2026, pursuant to the Company’s existing shelf registration statement on Form S-3, declared effective on January 30, 2026, registering up to $750,000,000 of shares of Common Stock to be issued upon exercise of the Warrants under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01 Regulation FD Disclosure.

On February 12, 2026, the Company issued a press release announcing the distribution of the Warrants to its shareholders and Other Eligible Recipients as of the Record Date. The press release 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.

No Offer or Solicitation

This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The issuance of the Warrants has not been registered under the Securities Act, as the distribution of a warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A prospectus and Form 8-A registration statement describing the terms of the Warrants and the underlying Common Stock have been filed with the Securities and Exchange Commission (the “SEC”) and are available on the SEC’s website located at http://www.sec.gov. Holders should read the prospectus carefully, including the Risk Factors section included and incorporated by reference therein.

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 potential benefits of the Warrant Distribution. 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.

Item 9.01 Financial Statements and Exhibits.

On February 12, 2026, Kirkland & Ellis LLP delivered an opinion (the “Opinion”) to the Company in connection with the Company’s issuance of shares of Common Stock upon exercise of 77,271,234 Warrants and up to 5,192,626 shares of Common Stock to B. Dyson Capital Advisors and/or its affiliates in consideration for financial advisory services provided in connection with the Warrants Distribution. Such shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-292842) (the “Registration Statement”), which was declared effective on January 30, 2026, including the prospectus, dated January 30, 2026, and the prospectus supplement, dated February 12, 2026, as the same may be amended or supplemented. The Opinion is being filed herewith as Exhibit 5.1, and thereby automatically incorporated by reference into the Registration Statement, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

(d) Exhibits

Exhibit Number		Description
4.1		Warrant Agreement (including Form of Warrant), dated February 12, 2026, among the Company and Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent
5.1		Opinion of Kirkland & Ellis LLP
99.1		Press Release dated February 12, 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 12, 2026				By:		/s/ Flor M. Colón
						Name: Flor M. Colón
						Title: Secretary
						XEROX CORPORATION
Date: February 12, 2026				By:		/s/ Flor M. Colón
						Name: Flor M. Colón
						Title: Secretary

Exhibit 99.1

News from Xerox Holdings Corporation

Xerox Distributes Pro Rata Warrants to Enhance Shareholder Value and Accelerate Deleveraging

NORWALK, Conn., Feb. 12, 2026 — Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox” or the “Company”) today announced the distribution of warrants to purchase shares of Xerox common stock (the “Warrants”), to its eligible securityholders on February 12, 2026 (the “Distribution Date”), in accordance with its previously announced pro rata warrant distribution.

As previously announced, holders of record of Xerox common stock as of February 9, 2026 (the “Record Date”) received one (1) Warrant for every two (2) shares of Xerox common stock held, rounded down to the nearest whole Warrant. Holders of record of Xerox’s 3.75% Convertible Senior Notes due 2030 and Series A Convertible Perpetual Voting Preferred Stock as of the Record Date also received Warrants on a pass-through basis in accordance with the terms governing such securities.

“This action is part of a deliberate sequence of steps we are taking to leverage fit-for-purpose financing structures and instruments designed to strengthen our balance sheet and improve our capital structure in support of our long-term objective of creating sustainable shareholder value,” said Louie Pastor, president and chief operating officer at Xerox. “The pro-rata warrant distribution reinforces our focus on enhancing liquidity and accelerating deleveraging as we continue to see improving operating trends and integration progress.”

Warrant Terms

Eligibility: Holders of record of Xerox common stock as of February 9, 2026 (the “Record Date”) are eligible to receive Warrants. Holders of Xerox’s Series A Convertible Perpetual Voting Preferred Stock and 3.75% Convertible Senior Notes due 2030 as of the Record Date were also eligible to receive Warrants on a pass-through basis in accordance with the terms governing such securities. Investors should contact their brokers with any questions regarding their holder status.

Distribution Ratio: One (1) Warrant for every two (2) shares of Xerox common stock held as of the Record Date, rounded down to the nearest whole Warrant. No fractional Warrants were issued.

Exercise Price: $8.00 per share of Xerox common stock, subject to certain anti-dilution adjustments and/or amendments as provided in the warrant agreement.

Exercise Methods:

• With cash, at any time prior to expiration of the Warrants, and

• Using designated outstanding Xerox debt securities at any time prior to the earlier of the expiration of the Warrants and the Bond Exercise Termination (as defined below).

For purposes of exercise using debt securities, a specified principal amount of designated Xerox debt securities will be deemed to satisfy the applicable warrant exercise price, as set forth in the warrant agreement.

News from Xerox Holdings Corporation

The following Xerox debt securities are initially designated as eligible for exercise of the Warrants:

• 5.500% Senior Unsecured Notes due 2028;

• 8.875% Senior Unsecured Notes due 2029;

• 3.750% Senior Unsecured Convertible Notes due 2030;

• 13.000% Step Up Senior Notes due 2030;

• 10.250% Senior Secured First Lien Notes due 2030;

• 13.500% Senior Secured Second Lien Notes due 2031;

• 4.800% Senior Unsecured Notes due 2035; and

• 6.750% Senior Unsecured Notes due 2039.

Designated Notes Exercise Mechanics: Xerox’s designated notes were issued in multiple authorized denominations, including $2,000, $1,000, and $1, which require different minimum delivery amounts to permit whole-warrant exercises and avoid fractional settlements. For designated notes with an authorized denomination of $2,000, delivery of one note entitles the Holder to exercise 250 Warrants for 250 shares of Xerox common stock, and for designated notes with an authorized denomination of $1,000, delivery of one note entitles the Holder to exercise 125 Warrants for 125 shares. Holders of designated notes with an authorized denomination of $1 must deliver a minimum of $8 in face value to exercise one Warrant for one share of Xerox common stock.

Expiration: The Warrants will expire at 5:00 p.m. New York City time on February 11, 2028, unless an early expiration price condition is triggered.

Notes Exercise Termination: The right to exercise Warrants using one or more series of designated debt securities will terminate if, during any period of thirty (30) consecutive trading days, there are at least twenty (20) trading days (whether or not consecutive) on which the volume-weighted average price (“VWAP”) of Xerox common stock equals or exceeds 50% of the then-applicable exercise price, as further described in the warrant agreement. Following the satisfaction of this condition, the Warrants will remain exercisable for cash in accordance with their terms. The Company may, at its discretion, redesignate certain or all debt securities as eligible for exercise under the warrant agreement.

Early Expiration Price Condition: The Early Expiration Price Condition will be satisfied if, during any period of thirty (30) consecutive trading days, there are at least twenty (20) trading days (whether or not consecutive) on which the VWAP of Xerox common stock equals or exceeds 100% of the then-applicable exercise price. Upon satisfaction of this condition, the Warrants will expire at 5:00 p.m. New York City time on the business day immediately following such twentieth (20th) trading day, or such other date as the Company may elect in accordance with the warrant agreement.

Listing: Xerox has applied to list the Warrants for trading on Nasdaq under the symbol XRXDW, subject to applicable approvals.

News from Xerox Holdings Corporation

Additional Information Additional details regarding the warrant distribution, including key dates, designated debt securities, and exercise procedures, will be provided in the warrant agreement and related investor materials available in the Warrant Q&A section of the Company’s website.

Transaction Advisors B. Dyson Capital Advisors is serving as an Exclusive Financial and Warrant Structuring Advisor to Xerox. Kirkland & Ellis LLP is serving as legal counsel to Xerox.

No Offer or Solicitation This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The issuance of the Warrants has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), as the distribution of a warrant for no consideration does not constitute a sale of a security under Section 2(a)(3) of the Securities Act. A prospectus and Form 8-A registration statement describing the terms of the Warrants and the underlying Common Stock have been filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Holders should read the prospectus carefully, including the Risk Factors section included and incorporated by reference therein.

This press release contains a general summary of the Warrants. Please read the warrant agreement relating to the Warrants as it will contain important information about the terms of the Warrants.

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 potential benefits of the warrant distribution. 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.

News from Xerox Holdings Corporation

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.

Media Contact:

Justin Capella, Xerox, +1-203-258-6535, Justin.Capella@xerox.com

Investor Contact:

Greg Stein, Xerox, +1-203-598-9080, Greg.Stein@xerox.com

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

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 21.9 KB

Other Documents

• EX-4.1 EX-4.1 287.9 KB
• EX-5.1 EX-5.1 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 45.4 KB