8-K
Xerox Holdings Corp (XRX)
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
XEROX HOLDINGS CORPORATION
XEROX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| New York<br><br>New York | 001-39013<br><br>001-04471 | 83-3933743<br><br>16-0468020 |
|---|---|---|
| (State or Other Jurisdiction<br> of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
401 Merritt 7
Norwalk, Connecticut 06851-1056
(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 <br>14a-12<br> under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>14d-2(b)<br> under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule <br>13e-4(c)<br> under the Exchange Act (17 CFR <br>240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>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 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<br>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) |
3
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 |
4
EX-99.1
Exhibit 99.1
| News from Xerox Holdings Corporation |
|---|
Xerox Announces Pro Rata Warrant Distribution to
Enhance Shareholder Value and Accelerate Deleveraging
NORWALK, Conn., Jan. 28, 2026 — Xerox Holdings Corporation (NASDAQ: XRX) (“Xerox” or the “Company”) today announced that its Board of Directors has approved a pro-rata distribution of warrants to holders (collectively, the “Eligible Holders”) of Xerox’s common stock, par value $1.00 per share (the “Common Stock”), Series A Convertible Perpetual Voting Preferred Stock (the “Series A Preferred Stock”) and 3.75% Convertible Senior Notes due 2030 (the “Convertible Notes”), as part of the Company’s ongoing capital structure and balance sheet optimization initiatives.
Xerox is committed to strengthening its balance sheet, optimizing its capital structure, and creating long-term value for shareholders. The distribution provides shareholders with warrants issued in proportion to their existing ownership, creating an additional pathway for shareholders to further benefit from the Company’s Reinvention. This structure allows shareholders to choose how to participate, whether by exercising, holding, or transferring their warrants. Holders may exercise their warrants for shares of common stock using cash or, subject to the terms of the warrant agreement, by delivering certain Xerox debt instruments at face value. Exercise using eligible debt instruments reduces our outstanding leverage while preserving liquidity and financial flexibility, which further strengthens our balance sheet and supports our commitment to creating long-term value.
Transaction Overview
On or about February 11, 2026 (the “Distribution Date”), holders of record of the Common Stock as of February 9, 2026 (the “Record Date”) will receive one (1) warrant for every two (2) shares of Xerox common stock held, rounded down to the nearest whole warrant. Holders of record of the Series A Preferred Stock and the Convertible Notes will receive warrants based on the same ratio in the manner determined by the charter governing the Series A Preferred Stock and the indenture governing the 3.75% Convertible Notes, respectively.
| • | Each warrant will entitle the holder to purchase one (1) share of Common Stock at an<br>exercise price of $8.00 per share, subject to the terms and conditions of the warrant agreement. |
|---|---|
| • | The warrants will have an expiration date of two (2) years from the Distribution Date,<br>unless the Early Expiration Price Condition (as defined below) is met, in which case the expiration will be accelerated. |
| --- | --- |
| • | The warrants will be distributed at no cost to Eligible Holders, and the Company intends to apply to list the<br>warrants for trading, subject to applicable approvals. |
| --- | --- |
The warrants will be subject to early expiration upon the volume-weighted average price of Xerox common stock equaling or exceeding 100% of the then-applicable warrant exercise price for 20 trading days within any 30 consecutive trading day period (such final day, the “Early Expiration Price Condition Date”), as further described in the warrant agreement (the “Early Expiration Price Condition”). If this condition is met, the warrants will expire at 5:00 p.m. New York City time on the Business Day immediately following the Early Expiration Price Condition Date or such other date as the Company may elect in accordance with the warrant agreement.
| News from Xerox Holdings Corporation |
|---|
Exercise Mechanics and Deleveraging Features
The warrants may be exercised:
| • | For 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<br>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.
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. |
| --- | --- |
The right to exercise warrants using designated debt securities will terminate if the volume-weighted average price of Common Stock equals or exceeds 50%of the then-applicable warrant exercise price for 20 trading days within any 30 consecutive trading day period, as further described in the warrant agreement (the “Bond Exercise Termination”).
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.
NoOffer 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.
| News from Xerox Holdings Corporation |
|---|
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 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 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 press release 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 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.
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.
EX-99.2
Exhibit 99.2
Pro-Rata Warrant Dividend Distribution Investor Q&A
Does this distribution mean that Xerox is changing its dividend policy?
No. This distribution does not mean that Xerox Holdings Corporation (“Xerox” or the “Company”) is changing its dividend policy. The board of directors of the Company (the “Board”) regularly reviews the dividend policy. The amount of future dividends to be paid on our common shares, if any, will be determined by the Board based on a number of factors, including but not limited to our financial performance and condition, as well as expected capital needs.
What will Xerox do with any cash proceeds from the exerciseof the warrants?
Xerox intends to use any cash proceeds from the exercise of the warrants for general corporate purposes, including reducing existing debt. Exercise of warrants in exchange for Designated Notes (as defined below) will not result in any cash proceeds to Xerox but will reduce the amount of debt Xerox has outstanding and associated interest expense.
How much debt does Xerox expect to reduce if all the warrants are exercised using Designated Notes?
If all warrants distributed are fully exercised in exchange for Designated Notes, the amount of our outstanding Designated Notes would be reduced by approximately $600 million.
How will holders of Designated Notes benefit from this warrant distribution?
Holders of Designated Notes benefit as their notes may be used to exercise warrants at face value of the notes. Upon exercise with Designated Notes, the Company’s leverage will decrease.
Who is eligible to receive the warrants and how many?
Holders of the Common Stock as of the Record Date, February 9, 2026 (the “Record Date”), will receive one (1) warrant for every two (2) shares of Common Stock held, rounded down to the nearest whole number. No fractional warrants will be issued.
Holders of the Company’s 3.75% Convertible Notes due 2030 as of the Record Date (“Convertible Noteholders”) will receive warrants on an as-converted pass-through basis in accordance with the terms of the governing agreements. Convertible Noteholders of each $1,000 face amount would receive 23.9952 warrants, rounded down to the nearest whole number. No fractional warrants will be issued. Given this pass-through, the warrant distribution will not trigger a further adjustment to the conversion rate for the convertible notes.
Holders of the Company’s Series A Convertible Perpetual Voting Preferred Stock (the “Preferred Stock”) as of the Record Date (“Preferred Stockholders”) will also receive warrants on an as-converted pass-through basis in accordance with the terms of the governing agreements. Preferred Stockholders will receive 18.7266 warrants for every one (1) share of Preferred Stock, rounded down to the nearest whole number. No fractional warrants will be issued. Given this pass-through, the warrant distribution will not trigger a further adjustment to the conversion rate for the Preferred Stock.
Details of Warrant Distribution
Do I have to do anything to receive the warrants? When will the warrants be issued?
No. All eligible holders as of the Record Date will automatically receive the warrants in book-entry form on the distribution date, which is expected to be on or around February 11, 2026 (the “Distribution Date”). If you hold your shares through a brokerage account, bank or financial institution and are a holder in street name, contact your broker for further information. If your shares are held in a registered account with Xerox’s transfer agent, contact Client Services at Computershare Trust Company, N.A. for further information.
Can I trade or transfer the warrants?
Yes, the warrants are expected to be transferable and listed for trading on or about February 11, 2026, subject to receipt of listing approvals. However, we cannot provide any assurances that an active trading market for the warrants will continue or that there will be liquidity in the trading market for the warrants, or the price at which the warrants will be able to be resold. You should consult your financial advisor or broker for assistance.
What is the exercise price? How do I pay? How will the warrants be settled upon exercise?
The exercise price of the warrants is $8.00 per warrant. This amount is required to be paid in cash or face value of designated notes upon exercise, as is specified under the terms in the warrant agreement. Accrued interest on the Designated Notes may not be used to pay the exercise price. Only after the payment of the exercise price will holders receive shares of Common Stock.
A warrant holder may exercise their warrants at any time for cash, and certain exercises may be made with Designated Notes, as is specified under the terms in the warrant agreement. Holders of such Designated Notes who are not stockholders of record may purchase warrants in the market. A warrant holder who surrenders Designated Notes will be credited the $1,000 face value of those Designated Notes against the exercise price of the warrants, regardless of the notes’ trading price. For purposes of payment of the exercise price, $1,000 principal amount of Designated Notes shall be deemed to be equal to the aggregate exercise price for 125 warrants.
Which Xerox notes are eligible for exercise?
Effective on the Distribution Date, notes of the following series issued by Xerox may be used to pay the exercise price (collectively, the “Designated Notes”):
| Title of Series | CUSIP / ISINNumbers | PrincipalAmountOutstanding | Consideration per<br>each $1,000Principal Amount<br>of Notes<br>Surrendered | |
|---|---|---|---|---|
| Warrant Exercise<br>Price valued at<br>aggregate principal<br>amount of the<br>notes surrendered<br>(regardless of the<br>then current market<br>value of such<br>notes), excluding<br>any<br>accrued and<br>unpaid interest. | ||||
| 5.500% Senior Unsecured Notes due 2028 | 98421MAB2/<br>US98421MAB28 | $ | 750,000,000 | |
| 8.8750% Senior Unsecured Notes due 2029 | 98421MAC0/<br>US98421MAC01 | $ | 500,000,000 | |
| 3.750% Senior Unsecured Convertible Notes due 2030 | 98421MAE6/<br> <br>US98421MAE66 | $ | 400,000,000 | |
| 13.000% Step Up Senior Notes due 2030 | 98421MAF3/<br> <br>US98421MAF32 | $ | 250,000,000 | |
| 10.250% Senior Secured First Lien Notes due 2030 | 984121CS0/<br> <br>US984121CS05 | $ | 400,000,000 | |
| 13.500% Senior Secured Second Lien Notes due 2031 | 984121CT8/<br> <br>US984121CT87 | $ | 500,000,000 | |
| 4.800% Senior Unsecured Notes due 2035 | 984121CL5/<br> <br>US984121CL51 | $ | 250,000,000 | |
| 6.750% Senior Unsecured Notes due 2039 | 984121CB7/<br> <br>US984121CB79 | $ | 350,000,000 |
Xerox may add or remove the right to use a particular series of notes to pay the exercise price, provided that Xerox will give at least 20 business days’ notice before removing a series of notes from the list of Designated Notes. If we decide to modify the list of Designated Notes, we will promptly make a public announcement, update our website and the corresponding table to reflect the change.
How do I exercise my warrants?
If you hold the warrants through a brokerage account, bank or financial institution and are thus a holder in street name, you should contact your broker, bank or other financial institution intermediary for information on how to exercise warrants. You may also contact Client Services at Computershare Trust Company, N.A., the warrant agent, if you have additional questions about the exercise process.
If you are a direct registration holder, to exercise your warrants, you must provide payment to Computershare Trust Company, N.A. either (i) in United States dollars by certified or official bank check or wire transfer of immediately available funds to an account designated by Xerox or (ii) by the surrender of Designated Notes having a face value, in each case, equal to the exercise price ($8.00) times the number of warrants exercised. Such payment must specify the name of the holder and the number of warrants exercised. You also are required to present the election to purchase warrant shares attached to the warrant.
Payment in the form of cash or Designated Notes should be received by Computershare Trust Company, N.A. promptly after the exercise date. If you have any questions or cannot locate your warrant statement, please contact Computershare Trust Company, N.A., as warrant agent.
If you use Designated Notes to pay the exercise price of the warrants, all principal amount of the Designated Notes surrendered in excess of the required exercise price will be forfeited to the Company and will not be refunded.
When can I exercise the warrants and what is the Expiration Date?
You may exercise the warrants with cash at any time from the Distribution Date until 5:00 p.m. New York City time on the Expiration Date, which is the earlier of (a) two years from the Distribution Date and (b) one business day after the date on which the Early Expiration Price Condition (as defined below) is reached (the “Expiration Date”) (unless Xerox specifies an “Alternate Expiration Date” as described in the Warrant Agreement).
You may also exercise the warrants with Designated Notes at any time from the Distribution Date until the Note Exercise Expiration Price Condition (as defined below) is reached.
What is the Note Exercise Expiration Price Condition?
If, during any 30 consecutive trading days, the volume-weighted average price (VWAP) of Common Stock is at or above 50% of the Exercise Price for at least 20 of those days (not necessarily consecutive), the ability to exercise warrants using Designated Notes will terminate at 5:00 pm New York City time on the next business day such condition is met, and the Designated Notes will no longer be eligible for use in exercising warrants.
After that point, the warrants may still be exercised for cash, subject to the Expiration Date and Early Expiration Price Condition.
What is the “Early Expiration Price Condition”? Will I be notified if the Early ExpirationPrice Condition is met? Can Xerox set an alternate expiration date after the price condition is met?
If, during any 30 consecutive trading days, the volume-weighted average price (VWAP) of the Common Stock is at or above 100% of the Exercise Price for at least 20 of those days (not necessarily consecutive), then the warrants will expire early—specifically at 5:00 p.m. New York City time on the next business day or such other date as the Company may elect in accordance with the warrant agreement.
Xerox will issue a press release if the Early Expiration Price Condition is triggered.
What happens if I do not exercise the warrants before they expire?
If you do not sell or exercise your warrants by the applicable expiration date, which may occur early as described above, such warrants will expire and have no value. Your rights under the warrants will lapse with no further action required or penalty.
You can choose to hold the warrants until expiration, sell them, or exercise them before expiration. If you take no action, the warrants simply expire. If other warrant holders exercise and new shares of Common Stock are issued to them while you do not exercise your warrants, your percentage ownership in the Common Stock will decline.
If I decide to use Designated Notes to pay for the exercise of the warrants, will I receive accrued interest?
No. Accrued interest will be forfeited upon exercise unless exercise occurs after a record date for the payment of interest and before the resulting scheduled payment date. In such event, note holders will receive the scheduled interest payment but forfeit interest that accrues after the Record Date.
Whathappens if I surrender more in principal amount of Designated Notes than I exercise in warrants?
The principal amount of any Designated Notes surrendered to exercise warrants in excess of the exercise price shall be forfeited to Xerox; provided that if the excess exceeds $1,000, Xerox will return any notes in multiples of $1,000 principal amount.
What if I hold a short position?
If you are short Xerox stock as of the Record Date, you will be required on the Distribution Date to deliver the pro rata number of warrants to the lender of the shares you borrowed. As a result, market participants with short positions may need to purchase warrants in the open market to meet this delivery obligation.
Can Xerox change the terms of the warrants?
The procedures relating to any amendments or adjustments to the terms of the warrants will be set forth in the warrant agreement.
What happens to fractional warrants?
Fractional warrants will not be issued or distributed. If a holder would otherwise be entitled to receive a fractional warrant, the total number of warrants issued to that holder will be rounded down to the nearest whole warrant. As a result, stockholders whose shareholdings are not evenly divisible by two will receive only whole warrants. For example, a stockholder owning 1, 100, or 145 shares of Common Stock would receive 0, 50, and 72 warrants, respectively.
What are the U.S. federal income tax consequences of the receipt of the warrants inthe distribution?
The U.S. federal income tax consequences of the warrant dividend are complex and may vary based on each stockholder’s individual circumstances. Regardless of tax domicile, stockholders are encouraged to consult with their tax advisor to understand how the distribution may affect their individual tax situation.
Can I freely sell the shares I receive upon exercise?
The shares issuable upon exercise of the warrants are expected to be freely transferable, unless held by our officers, directors or affiliates, who are subject our insider trading policies and certain securities law limitations.
Where can I obtain more information?
Please see our SEC filings or contact Investor Relations at: Greg Stein, Xerox, +1-203-598-9080, Greg.Stein@xerox.com.
Is management participating in the distribution?
All stockholders of record, including management stockholders, as of the Record Date are eligible to receive this distribution.
What if I own listed call options?
Option holders are not entitled to receive warrants in this distribution. If you hold call options, you must exercise them and own the shares before the Record Date to receive warrants.
Option holders should also review any notices from the Options Clearing Corporation (“OCC”) to determine if there will be any adjustments to strike prices or deliverables. In connection with the distribution, listed call options may receive an “NS” (non-standard) designation on the Record Date. NS-designated options are not exercisable through automated systems and generally require manual exercise through your brokerage firm. Option holders should contact their brokerage firm for details regarding exercise procedures and timing.
My shares are in a margin account (and/or my shares were on loan) as of the Record Date. How are mywarrants handled?
If your Xerox shares are in a margin account, your broker may loan out your shares – often without notifying you. This is standard practice for margin accounts. If your shares are loaned out at the time of the Record Date, you are not considered the shareholder of record for purposes of receiving the warrant dividend and will not receive any warrants directly from Xerox.
If your broker has loaned out your shares, instead of receiving actual warrants from Xerox, your broker may instead post a placeholder entry in your account called an “in lieu of” credit. This “in lieu of” warrant credit does not represent an exercisable warrant and you will not be able to exercise or trade your warrant entry unless your broker takes steps to obtain the actual warrants for you, which is not guaranteed.
Do non-U.S. shareholders qualify to receive the warrant dividend?
Yes. There are no stated restrictions on international shareholders receiving warrants. If you hold Common Stock as of the Record Date through a brokerage account, you should receive the warrants in your account. If you are a non-U.S. shareholder, you should contact your broker for jurisdiction-specific logistics, including with regard to warrant sales and exercises.
How are warrants handled in retirement accounts?
Warrants will be credited to your retirement brokerage account if you held shares as of the Record Date. However, exercising or selling warrants from within a retirement account may be subject to additional rules or restrictions. Please consult your retirement account custodian or tax advisor.
When is thelast day to buy shares so I receive the warrants?
To receive the warrant dividend, you must purchase Xerox shares no later than the close of trading on February 8, 2026. Purchases made on or before February 8, 2026 should settle in time for you to be a shareholder of record on February 9, 2026, the Record Date, and you should be eligible to receive the warrants.
If you buy shares on February 9, 2026 or later, your purchase will settle after the Record Date, and you will not receive any warrants. This is because February 9, 2026 is the ex-dividend date—the first trading day on which the shares no longer carry the right to receive the warrant dividend.
Other Questions to Consider:
What is awarrant?
A warrant is an option issued that gives the holder the right, but not the obligation, to purchase one or more share(s) of Common Stock at a specified exercise price before the warrant expires.
What is a warrant dividend?
The warrant dividend is a distribution of warrants by Xerox to all existing holders of Common Stock, convertible notes, and Preferred Stock. As with a cash dividend, shareholders do not need to pay any amount or take any other action to receive the distribution. In the case of a warrant dividend the asset being distributed to all shareholders is in the form of a warrant instead of cash.
My warrants are not showing up in my brokerage account. What should I do?
Typically, your broker will be responsible for crediting your account with warrants if you hold shares as of the Record Date and such shares are not being pledged as collateral or loaned out. If your shares are being pledged as collateral or loaned out, other mechanics may apply. In all cases you would need to contact your broker directly for confirmation and for any other information regarding timing and access to warrants, including the mechanics for warrant sales and exercises.
Are there risks to me of the warrants?
Yes. Like any security, the warrants involve risks. For example, they could expire with no value if not exercised, trading/liquidity may be limited, and series-specific early-expiration can shorten the time to act. Please review the “Risk Factors” in Xerox’s prospectus supplement that we intend to file in connection with the warrants and our other filings with the Securities and Exchange Commission (the “SEC”) for a more detailed discussion.
Will the warrant exercise price be adjusted for future transactions?
The initial exercise price and the number of common shares issuable upon exercise are subject to certain anti-dilution adjustments, including for stock splits, reclassifications, noncash distributions, pro rata repurchases of common shares above the market price and certain issuances of common shares (or securities exercisable or convertible into or exchangeable for common shares). In addition, Xerox may decrease the exercise price for any reason the Board considers to be advisable.
Will the warrant exercise price be adjusted forcash dividends?
The warrants will not be adjusted for any cash dividends.
What happens to my warrants if I sell my Common Stock after the Distribution Date?
If you were a holder of record as of the Record Date, the warrants will remain in your account even if you later sell your shares of Common Stock. The warrants are separate securities and do not transfer automatically with the Common Stock. Check with your broker regarding account-level mechanics.
Can my broker impose an earlier deadline to exercise than the Xerox’s expiration time?
Yes. Your broker may require an earlier instruction deadline than the stated expiration time of the warrants and may require you to submit notices by specific methods. We recommend confirming your broker’s procedures, cut-offs and method of notice well in advance. Xerox also intends to issue a public press release reminder ahead of expiration.
Documents and Contacts
Where will I find thefull warrant agreement and official terms?
The official terms will be set forth in the warrant agreement, which Xerox expects to file with the SEC on or prior to the Distribution Date.
Does this Q&A replace the official documents?
No. This Q&A is a general summary and does not cover every term or circumstance. If there is any inconsistency between this Q&A and the warrant agreement, the warrant agreement will prevail.
Where can I get ongoing updates that are relevant to the warrants?
Xerox will issue public press releases and update the Investor Relations section of its website for key events related to the warrants, including Early Expiration Price Condition notices, any election of an alternate expiration date, and any notice of an exercise suspension period or related settlement mechanics. Please monitor our press releases and IR website for these updates.
For official terms and changes permitted under the warrant agreement, please refer to our SEC filings available on the SEC’s EDGAR website.
No Offer or Solicitation
This Q&A 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 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 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 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 Q&A 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 Statement
This Q&A 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.