Item 7.01. Regulation FD Disclosure. Redemption in Full of 1.750% Senior Notes On December 9, 2025, DXC Technology Company (the “Company”) issued a notice of full redemption to holders of its 1.750% Senior Notes due January 2026 (CUSIP No.: 23355L AH9, ISIN No.: XS1883245331 and Common Code:…
Filed Dec 9, 2025Accepted Dec 9, 2025, 11:35 AM ESTCIK 1688568Accession 0001140361-25-045031
DXC Technology (NYSE: DXC) is a leading global provider of information technology services. We are a trusted partner to many of the world’s most innovative organizations, building solutions that move industries and companies forward. Our engineering, consulting and technology experts help clients simplify, optimize and modernize their systems and processes, manage their most critical workloads, integrate AI-powered intelligence into their operations, and put security and trust at the forefront. Through innovative solutions, we help clients achieve competitive advantages in the marketplace.
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
Redemption in Full of 1.750% Senior Notes
On December 9, 2025, DXC Technology Company (the “Company”) issued a notice of full redemption to holders of its 1.750% Senior Notes due January 2026
(CUSIP No.: 23355L AH9, ISIN No.: XS1883245331 and Common Code: 188324533) (the “2026 Euro Notes”) that the Company intends to redeem all €650 million outstanding aggregate principal amount of the 2026 Euro Notes. The redemption date for the 2026
Euro Notes will be December 24, 2025 (the “2026 Euro Notes Redemption Date”). The redemption price on the 2026 Euro Notes Redemption Date will equal 100% of the principal amount of the 2026 Euro Notes to be redeemed, plus accrued and unpaid
interest to, but not including, the 2026 Euro Notes Redemption Date. On and after the 2026 Euro Notes Redemption Date, the 2026 Euro Notes will no longer be deemed outstanding, interest will cease to accrue thereon and all rights of the holders
of the 2026 Euro Notes will cease, except for the right to receive the redemption price. Following the 2026 Euro Notes Redemption Date, the 2026 Euro Notes will be delisted from the New York Stock Exchange.
Partial Redemption of 1.800% Senior Notes
On December 9, 2025, the Company issued a notice of partial redemption to holders of its 1.800% Senior Notes due September 2026 (CUSIP No.: 23355L
AL0) (the “2026 USD Notes”) that the Company intends to redeem $300 million aggregate principal amount of the 2026 USD Notes. The redemption date for the 2026 USD Notes will be December 19, 2025 (the “2026 USD Notes Redemption Date”). The
redemption price for the 2026 USD Notes called for redemption will be equal to 100% of the principal amount of the 2026 USD Notes to be redeemed, plus a make-whole premium described in the indenture governing the 2026 USD Notes, plus accrued and
unpaid interest to, but not including, the 2026 USD Notes Redemption Date. Unless the Company defaults in payment of the redemption price, on and after the 2026 USD Notes Redemption Date, interest will cease to accrue on the 2026 USD Notes called
for redemption.
This filing does not constitute a notice of redemption for the 2026 Euro Notes or the 2026 USD Notes. On December 9, 2025, the Company issued a press
release announcing its intention to redeem the 2026 Euro Notes and the 2026 USD Notes, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
2030 Notes Offering
On December 9, 2025, DXC Capital Funding DAC (the “Issuer”), a wholly owned subsidiary of the Company, completed its previously announced offering of
€650.0 million aggregate principal amount of the Issuer’s 4.250% Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act. The 2030 Notes are unconditionally and irrevocably guaranteed by the Company and DXC Luxembourg International S.à r.l., a Luxembourg
private limited liability company (société à responsabilité limitée) and the direct parent of the Issuer (“Holdings”).
The 2030 Notes bear interest at a rate of 4.250% per year, subject to adjustments based on certain rating events. Interest on the 2030 Notes is
payable annually on December 9 of each year, beginning on December 9, 2026. The Company will make each interest payment to the holders of record on the business day immediately preceding each interest payment date. The 2030 Notes will mature on
December 9, 2030. The Company may redeem, from time to time at its option, some or all of the 2030 Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the
date of redemption, plus a “make-whole” premium. The 2030 Notes are unsecured, unsubordinated and rank equally in right of payment with all of the Issuer’s, Holdings’ and the Company’s other unsecured unsubordinated senior indebtedness and senior
obligations.
The Company estimates that the net proceeds of the offering of the 2030 Notes were approximately €632.4 million, after deducting the initial
purchasers’ discounts and the estimated expenses of the offering. The Company intends to use the net proceeds from the offering of the 2030 Notes to repay its existing indebtedness, including the 2026 Euro Notes, and for working capital and
general corporate purposes.
The 2030 Notes were issued pursuant to an indenture, dated as of December 9, 2025 (the “2030 Notes Indenture”), by and among the Issuer, the Company,
Holdings, U.S. Bank Trust Company, National Association, as trustee, and U.S. Bank Europe DAC, as paying agent. The 2030 Notes Indenture contains certain covenants and events of default and other customary provisions.
The above descriptions of the 2030 Notes Indenture, the 2030 Notes and the related guarantees are qualified in their entirety by reference to the
2030 Notes Indenture and the 2030 Notes, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated by reference herein.
Filed exhibits (2)
EX-4.1 (by filename) ef20060940_ex4-1.htm
EX-4.1
2
ef20060940_ex4-1.htm
EXHIBIT 4.1
Exhibit 4.1
DXC CAPITAL FUNDING DAC
as Issuer,
DXC TECHNOLOGY COMPANY
as Parent Guarantor,
DXC LUXEMBOURG INTERNATIONAL S.À R.L
as Luxembourg Guarantor,
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee, Registrar and Transfer Agent
and
U.S. BANK EUROPE DAC
as Paying Agent
INDENTURE
Dated as of
December 9, 2025
4.250% Senior Notes due 2030
TABLE OF CONTENTS
Page
ARTICLE 1
4.250% Senior Notes Due 2030 1
Section 1.01. Establishment 1
Section 1.02. Definitions 2
Section 1.03. Other Definitions 10
Section 1.04. Rules of Construction 11
ARTICLE 2
…
Open exhibit ↗EX-99.1 (by filename) ef20060940_ex99-1.htm
EX-99.1
3
ef20060940_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
DXC Technology Announces Redemption in Full and Delisting of 1.750% Senior Notes due 2026 and Partial Redemption of 1.800% Senior Notes due
2026
Ashburn, Va., December 9, 2025
- DXC Technology Company (NYSE: DXC) (“DXC”) today announced its intention to (i) redeem all €650 million aggregate principal amount of DXC’s outstanding 1.750% Senior Notes due January 2026 (CUSIP No.: 23355L AH9, ISIN No.: XS1883245331 and
Common Code: 188324533) (the “2026 Euro Notes”) and (ii) partially redeem $300 million aggregate principal amount of DXC’s outstanding 1.800% Senior Notes due September 2026 (CUSIP No.: 23355L AL0) (the “2026 USD Notes”).
DXC expects to issue notices of redemption to holders of the 2026 Euro Notes and the 2026 USD Notes on December 9, 2025. The redemption date for the 2026 Euro
Notes will be December 24, 2025 (the “2026 Euro Notes Redemption Date”), and the redemption date for the 2026 USD Notes will be December 19, 2025 (the “2026 USD Notes Redemption Date”).
The redemption price for the 2026 Euro Notes will be equal to 100% of the principal amount of the 2026 Euro Notes to be redeemed, plus accrued and u…