XEROX CORP 8-K

What Happened

• Xerox Corp filed an 8‑K on February 12, 2026 announcing the Board declared a distribution of warrants (the “Warrants”) to holders of record of Common Stock, its 3.75% Convertible Senior Notes due 2030 and its Series A Convertible Perpetual Voting Preferred Stock as of the close of business on February 9, 2026 (the “Record Date”). The Warrants were issued on February 12, 2026 and are expected to begin trading on the Nasdaq Global Select Market under ticker XRXDW on February 13, 2026.
• Each Warrant initially entitles the holder to buy one share of Common Stock at an exercise price of $8.00. Warrants will expire at 5:00 p.m. New York time on February 11, 2028 unless an early-expiration condition is met. The Company filed a prospectus supplement under an S-3 shelf (declared effective Jan 30, 2026) registering up to $750,000,000 of Common Stock issuable upon exercise of the Warrants.

Key Details

• Record Date: February 9, 2026; Distribution/Issuance Date: February 12, 2026; expected trading start: February 13, 2026 (ticker XRXDW).
• Distribution ratio for common holders: 1 Warrant for every 2 shares of Common Stock (fractions rounded down).
• Exercise terms: $8.00 per Warrant for one share (payable in cash or certain designated notes until a notes‑exercise cutoff); Warrants expire Feb 11, 2028 (unless early-expiration triggered).
• Registration and legal items: Prospectus supplement filed under S‑3 registering up to $750M of shares; Kirkland & Ellis delivered a legal opinion related to issuance of shares upon exercise of 77,271,234 Warrants and up to 5,192,626 shares to B. Dyson Capital Advisors for advisory services.

Why It Matters

• These Warrants create a tradable, separate security (ticker XRXDW) that can convert into Common Stock at $8.00 per share. If and when Warrants are exercised, they will increase shares outstanding — the company has pre-registered up to $750M of Common Stock to cover such issuances.
• Holders of Convertible Notes and Series A Preferred Stock received Warrants on the same terms without converting those securities, which preserves those holders’ existing positions while also giving them potential equity upside.
• Investors should note the key exercise price, expiration date, and that the Company disclosed anti‑dilution provisions and limited rights around satisfying exercise via designated notes—these terms determine potential dilution and timing of share issuance.