XEROX CORP 8-K

What Happened

• Xerox Corp announced its Board of Directors declared a warrant dividend distribution (the "Warrant Distribution") to holders of its common stock. The Warrants are expected to be distributed on or about February 11, 2026 to record holders as of the close of business on February 9, 2026.
• The company confirmed that holders of its 3.75% Convertible Senior Notes due 2030 and holders of its Series A Convertible Perpetual Voting Preferred Stock will also receive Warrants on the same terms and timing without having to convert their notes or preferred shares. Xerox posted a Warrant Q&A and issued a press release on January 28, 2026.

Key Details

• Distribution date: on or about February 11, 2026; Record Date: close of business February 9, 2026.
• Convertible notes: holders of the 3.75% Convertible Senior Notes due 2030 will be deemed to hold a number of common shares equal to (conversion rate in effect on the Record Date) × (aggregate principal amount of notes held, expressed in thousands) for purposes of receiving Warrants.
• Series A preferred: holders of Series A Convertible Perpetual Voting Preferred Stock will be deemed to hold (conversion rate in effect on the Record Date) × (number of Series A preferred shares held) for purposes of receiving Warrants.
• Company furnished a Warrant Q&A (Exhibit 99.2) and a press release (Exhibit 99.1) with the 8-K; the disclosure was made under Regulation FD.

Why It Matters

• For shareholders and holders of the convertible securities, the Warrant Distribution represents an additional equity-linked instrument being issued by Xerox that could affect future dilution, ownership percentages, and potential upside participation if the warrants are exercised. The filing clarifies entitlement and the method used to treat convertible securities holders so they receive Warrants without converting. Investors should review the press release and Warrant Q&A for the exact warrant terms and any potential impacts on their holdings.