Deason trust details large Xerox (XRX) common, preferred and warrant stakes
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Xerox Holdings Corp insider Douglas R. Deason filed an initial ownership report as a more than ten percent owner through the DD Revocable Trust. The trust holds 8,542,096 shares of common stock indirectly.
The trust also holds Series A Convertible Perpetual Voting Preferred Stock that is convertible into 6,741,576 shares of common stock at a rate of approximately 37.4532 common shares per preferred share, with conversion permitted at any time and no expiration date. In addition, the trust holds warrants to purchase 7,641,828 shares of common stock at an exercise price of $8.00 per warrant, expected to expire on February 11, 2028.
Mr. Deason is a Co-Executor of the DD Revocable Trust and can direct the voting and disposition of these securities, and is deemed a beneficial owner by virtue of his power to control the trust, while disclaiming beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
DEASON DOUGLAS R
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Convertible Perpetual Voting Preferred Stock | -- | -- | -- |
| holding | Warrants to Purchase Shares of Common Stock | -- | -- | -- |
| holding | Common Stock, $1.00 par value | -- | -- | -- |
Holdings After Transaction:
Series A Convertible Perpetual Voting Preferred Stock — 180,000 shares (Indirect, DD Revocable Trust);
Warrants to Purchase Shares of Common Stock — 7,641,828 shares (Indirect, DD Revocable Trust);
Common Stock, $1.00 par value — 8,542,096 shares (Indirect, DD Revocable Trust)
Footnotes (1)
- Mr. Deason is a Co-Executor of the DD Revocable Trust (the "Trust") and has the power to direct the voting and disposition of the securities held by the Trust. Following the passing of Darwin Deason on December 2, 2025, the Trust became irrevocable by operation of law. On February 6, 2026, the appropriate court issued Letters Testamentary appointing Douglas R. Deason, Scott Letier, and Bryan C. Birkland as Co-Executors of the Trust. Mr. Deason is deemed to be the beneficial owner of the securities held by the Trust by virtue of his power to control the Trust. Mr. Deason disclaims beneficial ownership of all securities reported herein except to the extent of his pecuniary interest therein. Each share of Series A Convertible Perpetual Voting Preferred Stock ("Series A Preferred Stock") is convertible into shares of common stock, (the "Shares") at a conversion rate of approximately 37.4532 Shares per share of Series A Preferred Stock, subject to adjustment. The Series A Preferred Stock may be converted at any time at the election of the holder and does not have an expiration date. The Trust holds warrants to purchase shares of Common Stock (the "Warrants") distributed by the Issuer on February 12, 2026, at a ratio of one Warrant for every two Shares held as of the record date. Each Warrant entitles the holder to purchase one Share at an exercise price of $8.00 per Warrant subject to the Issuer's right to voluntarily decrease such exercise price in its sole and absolute discretion from time to time. The Warrants are expected to expire and cease to be exercisable on February 11, 2028, unless certain conditions are met for an earlier expiration date.
Key Figures
Indirect common shares: 8,542,096 shares
Preferred underlying common: 6,741,576 shares
Preferred conversion rate: 37.4532 shares/share
+3 more
6 metrics
Indirect common shares
8,542,096 shares
Common Stock held indirectly by DD Revocable Trust
Preferred underlying common
6,741,576 shares
Common shares underlying Series A Convertible Perpetual Voting Preferred Stock
Preferred conversion rate
37.4532 shares/share
Approximate common shares per share of Series A Preferred Stock
Warrant underlying shares
7,641,828 shares
Common shares underlying warrants held by DD Revocable Trust
Warrant exercise price
$8.00 per warrant
Exercise price for Xerox common stock under the warrants
Warrant expiration
February 11, 2028
Expected expiration date when warrants cease to be exercisable
Key Terms
Series A Convertible Perpetual Voting Preferred Stock, beneficial owner, warrants to purchase shares of Common Stock, exercise price, +1 more
5 terms
Series A Convertible Perpetual Voting Preferred Stock financial
"Each share of Series A Convertible Perpetual Voting Preferred Stock is convertible into shares of common stock"
beneficial owner financial
"Mr. Deason is deemed to be the beneficial owner of the securities held by the Trust"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
exercise price financial
"Each Warrant entitles the holder to purchase one Share at an exercise price of $8.00 per Warrant"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
pecuniary interest financial
"Mr. Deason disclaims beneficial ownership of all securities reported herein except to the extent of his pecuniary interest therein"
FAQ
What does Douglas R. Deason’s Form 3 for Xerox (XRX) show?
The Form 3 shows Douglas R. Deason as a more than ten percent owner of Xerox through the DD Revocable Trust, which holds common shares, convertible preferred stock, and warrants, all reported as indirect beneficial ownership positions.
What are the terms of the Series A Convertible Preferred Stock in Xerox (XRX)?
Each share of Series A Convertible Perpetual Voting Preferred Stock is convertible into Xerox common stock at about 37.4532 common shares per preferred share, with conversion allowed at any time and no expiration date, providing a sizable potential common equity position.
What Xerox (XRX) warrants are held by the DD Revocable Trust?
The DD Revocable Trust holds warrants to purchase 7,641,828 Xerox common shares at an exercise price of $8.00 per warrant. These warrants were distributed at one warrant for every two shares held and are expected to expire on February 11, 2028.
Does Douglas R. Deason fully own all Xerox (XRX) securities reported?
Douglas R. Deason is deemed a beneficial owner because he can control the DD Revocable Trust, but he disclaims beneficial ownership of all reported securities except to the extent of his pecuniary interest, meaning his economic stake may be less than the full reported amounts.