Xerox (XRX) grants warrant dividend to common, convertible note and preferred holders
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Xerox Holdings Corporation announced a warrant dividend distribution to holders of its common stock. Each shareholder of record on February 9, 2026 will receive warrants to purchase Xerox common stock, with distribution expected on or about February 11, 2026.
Holders of the company’s 3.75% Convertible Senior Notes due 2030 and Series A Convertible Perpetual Voting Preferred Stock as of the same record date will also receive warrants on equivalent terms, based on the applicable conversion rates. The company has filed a shelf registration statement on Form S-3 for the warrants and underlying stock and will file a prospectus describing their terms.
Positive
- None.
Negative
- None.
Insights
Xerox is layering a warrant dividend across common, convertible notes and preferred holders.
Xerox is issuing a warrant dividend so every holder of common stock on February 9, 2026 receives warrants to buy additional common shares. The same economic treatment extends to holders of the 3.75% Convertible Senior Notes due 2030 and the Series A Convertible Perpetual Voting Preferred Stock via their conversion formulas.
The warrants themselves are summarized only at a high level. A shelf registration statement on Form S-3 has been filed for the warrants and underlying stock, and a detailed prospectus will describe key terms and risk factors. The company also expects to file a Form 8-A to register the warrants under exchange rules.
The issuance is characterized as a distribution for no consideration under the Securities Act, with federal registration focused on subsequent resale and exercise. Future SEC filings, including the warrant agreement and prospectus, will clarify specific economics such as exercise mechanics, duration, and potential effects on Xerox’s capital structure.
8-K Event Classification
3 items: 7.01, 8.01, 9.01
3 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): January 28, 2026
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
(203 ) 849-5216
Registrant’s Telephone Number, Including Area Code
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 | ||
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 8.01 Other Events.
On January 28, 2026, Xerox Holdings Corporation (the “Company”) issued a press release announcing that the Board of Directors of the Company declared a warrant dividend distribution (the “Warrant Distribution”) to the record holders of the Company’s common stock, par value $1.00 per share (the “Common Stock”), in the form of warrants to purchase Common Stock (the “Warrants”). The Warrants will be distributed on or about February 11, 2026 to the record holders of Common Stock as of the close of business on February 9, 2026 (the “Record Date”). In lieu of an adjustment to the conversion rate, each holder of the Company’s 3.75% Convertible Senior Notes due 2030 (the “Convertible Notes”) and each holder of the Company’s Series A Convertible Perpetual Voting Preferred Stock (the “Series A Preferred Stock”) as of the Record Date will also receive Warrants at the same time and on the same terms as holders of Common Stock, without having to convert such holder’s Convertible Notes or Series A Preferred Stock, as applicable. For purposes of the Warrant Distribution, (a) each such holder of the Convertible Notes will be deemed to hold a number of shares of Common Stock equal to the product of (i) the conversion rate applicable to the Convertible Notes in effect on the Record Date and (ii) the aggregate principal amount (expressed in thousands) of Convertible Notes held by such holder on such date, and (b) each holder of the Series A Preferred Stock will be deemed to hold a number of shares of Common Stock equal to the product of (i) the conversion rate applicable to the Series A Preferred Stocks in effect on the Record Date and (ii) the number of shares of Series A Preferred Stock held by such holder on such date.
The foregoing description is only a summary and is qualified in its entirety by reference to the press release, which is filed as Exhibit 99.1 to this Current Report on Form
8-K
(this “Form 8-K”)
and incorporated herein by reference. Item 7.01 Regulation FD Disclosure.
In connection with the press release disclosed above, the Company posted a document containing questions and answers (the “Warrant Q&A”) regarding the Warrant Distribution on the Investor Relations section of the Company’s website. The Warrant Q&A is attached as Exhibit 99.2 to this Form
8-K.
The information furnished in this Item 7.01, including Exhibit 99.2, 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 (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 in the Warrant Distribution 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 shelf registration statement on Form
S-3
(the “Form S-3”)
relating to the warrants and the underlying common stock has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet been declared effective by the SEC. A prospectus describing the terms of the Warrants and the underlying Common Stock will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Holders of Common Stock, Convertible Notes and Series A Preferred Stock should read the prospectus carefully, including the Risk Factors section included and incorporated by reference therein. We also expect to file a Form 8-A
registration statement. This Form
8-K
contains a general summary of the Warrants. Please read the warrant agreement relating to the Warrants when it becomes available as it will contain important information about the terms of the Warrants. 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.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated January 28, 2026 | |
| 99.2 | Warrant Q&A dated January 28, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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SIGNATURES
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 relate only to matters having reference to such company and its subsidiaries.
XEROX HOLDINGS CORPORATION | ||||||
| Date: January 28, 2026 | By: | /s/ Flor M. Colón | ||||
| Name: Flor M. Colón | ||||||
| Title: Secretary | ||||||
XEROX CORPORATION | ||||||
| Date: January 28, 2026 | By: | /s/ Flor M. Colón | ||||
| Name: Flor M. Colón | ||||||
| Title: Secretary | ||||||
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FAQ
What did Xerox Holdings Corporation (XRX) announce in this 8-K filing?
Xerox announced a warrant dividend distribution to its common shareholders. Each holder of record on February 9, 2026 will receive warrants to purchase Xerox common stock, with the distribution expected to occur on or about February 11, 2026.
How is the Xerox (XRX) warrant amount determined for convertible note holders?
Each holder of Xerox’s 3.75% Convertible Senior Notes due 2030 is deemed to hold a number of common shares equal to the conversion rate in effect on the record date multiplied by the aggregate principal amount of notes held, expressed in thousands, for purposes of calculating their warrant distribution.
How is the Xerox (XRX) warrant amount determined for Series A Preferred holders?
Each holder of Xerox’s Series A Convertible Perpetual Voting Preferred Stock is deemed to hold common shares equal to the Series A conversion rate on the record date multiplied by the number of preferred shares held, which determines the number of warrants they receive in the distribution.
Is the Xerox (XRX) warrant distribution registered under the Securities Act of 1933?
The distribution of the warrants themselves is not registered because a warrant issued for no consideration is not treated as a sale under Section 2(a)(3). However, Xerox has filed a shelf registration statement on Form S-3 covering the warrants and the underlying common stock.
Where can Xerox (XRX) investors find more information about the warrant terms?
Xerox will file a prospectus describing the terms of the warrants and underlying common stock with the SEC, available at www.sec.gov. The company has also posted a Warrant Q&A on its investor relations website and will enter into a warrant agreement containing detailed terms.