Business Context and Reporting Period
This Form 8-K Current Report was filed by Xerox Holdings Corporation and Xerox Corporation on January 28, 2026. The filing announces a corporate action involving a warrant dividend distribution to shareholders and holders of specific debt and preferred securities.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt levels, or liquidity metrics. The document focuses exclusively on the terms of a securities distribution.
Material Changes and Corporate Actions
- Warrant Dividend Declaration: The Board of Directors declared a warrant dividend distribution to record holders of Common Stock.
- Eligible Securities: The distribution includes holders of Common Stock, 3.75% Convertible Senior Notes due 2030, and Series A Convertible Perpetual Voting Preferred Stock.
- Record and Distribution Dates: The Record Date is set for the close of business on February 9, 2026, with distribution occurring on or about February 11, 2026.
- Convertible Security Treatment: Holders of Convertible Notes and Series A Preferred Stock will receive Warrants without converting their securities. The number of Warrants is calculated based on the applicable conversion rate and the principal amount or share count held as of the Record Date.
Guidance, Outlook, and Risks
The filing includes standard forward-looking statements regarding the potential benefits of the Warrant Distribution but provides no specific financial guidance or operational outlook. Key regulatory and risk notes include:
- Registration Status: The Warrants have not been registered under the Securities Act as the distribution is for no consideration. However, a shelf registration statement on Form S-3 relating to the Warrants and underlying Common Stock has been filed but is not yet effective.
- Prospectus Requirement: A prospectus describing the terms will be filed with the SEC. Investors are advised to read the Risk Factors section of the prospectus and the warrant agreement when available.
- Regulation FD: A Warrant Q&A document was posted on the Investor Relations website but is not deemed "filed" for liability purposes under Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the exact number of Warrants to be received based on the conversion rate in effect on February 9, 2026.
- Review the pending Form S-3 registration statement and the forthcoming prospectus for specific Warrant terms and exercise conditions.
- Confirm the final distribution date, as it is currently stated as "on or about" February 11, 2026.
- Check the Investor Relations website for the "Warrant Q&A" document for additional details on the distribution mechanics.