XBP updates terms of asset-based credit facility

XBP Global Holdings, Inc. disclosed that subsidiary XBP Americas, LLC entered into a Limited Waiver and Third Amendment to its asset-based Credit and Security Agreement on March 6, 2026.

Rhea-AI Filing Summary

XBP Global Holdings, Inc. disclosed that subsidiary XBP Americas, LLC entered into a Limited Waiver and Third Amendment to its asset-based Credit and Security Agreement on March 6, 2026. The amendment removes the covenant requiring minimum excess availability of $7.5 million.

The Third Amendment adds a temporary availability block through June 30, 2026, reducing borrowing capacity by the greater of $3.75 million or 5.0% of the borrowing base if the fixed charge coverage ratio falls below 1.00 to 1.00. It also temporarily raises the advance rate on eligible investment grade billed accounts to 95.0% through September 30, 2026 and adjusts borrowing base calculations, cash dominion mechanics, and the deferred revolving loan origination fee.

Insights

Credit markets analyst

Amendment trades covenant relief for conditional borrowing limits.

The amendment removes a strict minimum excess availability covenant of $7.5 million, which can ease compliance pressure for XBP Americas. At the same time, lenders added a temporary availability block that cuts capacity if the fixed charge coverage ratio drops below 1.00 to 1.00.

This structure gives the borrower more day-to-day flexibility but adds a performance trigger through June 30, 2026 that can reduce borrowing by the greater of $3.75 million or 5.0% of the borrowing base. Higher advance rates on eligible investment grade billed accounts through September 30, 2026 may partially offset this by increasing borrowing capacity against stronger receivables.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What credit agreement did XBP (XBP) amend in this 8-K?

XBP Americas, LLC amended its existing asset-based Credit and Security Agreement dated July 29, 2025. This agreement had already been modified by a First Amendment on December 19, 2025 and a Second Amendment on January 21, 2026, and is now further adjusted by the Third Amendment.

How does the Third Amendment affect XBP (XBP) covenant requirements?

The Third Amendment removes the covenant requiring the borrower to maintain at least $7.5 million of excess availability. This change can reduce the risk of technical covenant breaches, though other protections, such as an availability block tied to financial performance, are introduced to protect lenders.

What is the temporary availability block described for XBP (XBP)?

Through June 30, 2026, if the fixed charge coverage ratio falls below 1.00 to 1.00, borrowing capacity is reduced by the greater of $3.75 million or 5.0% of the borrowing base. This mechanism limits access to liquidity when coverage ratios weaken, reinforcing lender protections.

How do advance rates change under XBP’s (XBP) Third Amendment?

The amendment temporarily increases the advance rate on eligible investment grade billed accounts to 95.0% through September 30, 2026. This lets the borrower draw more against high-quality receivables, potentially offsetting some impact of the availability block and supporting working capital needs.

What other structural changes are included in XBP’s (XBP) Third Amendment?

Besides covenant and advance-rate changes, the Third Amendment adjusts how the borrowing base is calculated, modifies mechanics for the cash dominion period, and resets the deferred revolving loan origination fee. These technical changes fine-tune how the asset-based facility operates day to day.

Where can investors find the full text of XBP (XBP) credit amendments?

The original ABL Credit Agreement is filed as Exhibit 10.4 to XBP’s Form 10-Q for the quarter ended September 30, 2025. The First, Second and Third Amendments will be filed as exhibits to the company’s Form 10-K for the year ended December 31, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/12/2026 - 04:30 PM Learn about SEC filing dates

0001839530false0001839530xbp:RedeemableWarrantsMember2026-03-062026-03-060001839530us-gaap:CommonStockMember2026-03-062026-03-0600018395302026-03-062026-03-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): March 6, 2026

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XBP Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	​ ​ ​	001-40206	​ ​ ​	85-2002883
(State or other jurisdiction of incorporation or organization)	​	(Commission File Number)	​	(I.R.S. Employer Identification Number)

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6641 N. Belt Line Road, Suite 100 Irving, Texas	​ ​ ​	75063
(Address of principal executive offices)	​	(Zip Code)

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(844) 935-2832

Registrant’s telephone number, including area code

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Not Applicable

(Former name or former address, if changed since last report)

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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:

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☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class	​ ​ ​	Trading Symbol	​ ​ ​	Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	​	XBP	​	The Nasdaq Capital Market
Redeemable warrants, each ten warrants exercisable for one share of common stock at an exercise price of $115.00 per share	​	XBPEW	​	The Nasdaq Capital Market

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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. ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On March 6, 2026, XBP Americas, LLC (the “Borrower”), the guarantors party thereto, MidCap Funding IV Trust, as administrative agent (the “Agent”), and the lenders party thereto (the “Lenders”) entered into a Limited Waiver and Third Amendment (the “Third Amendment”) to that certain Credit and Security Agreement, dated as of July 29, 2025 (the “ABL Credit Agreement”). The ABL Credit Agreement was previously amended by the First Amendment dated December 19, 2025 (the “First Amendment”) and the Limited Waiver and Second Amendment dated January 21, 2026 (the “Second Amendment”). Among other things, the Third Amendment (i) eliminates the covenant requiring the Borrower to maintain a minimum excess availability of $7.5 million; (ii) implements a temporary availability block through June 30, 2026, which reduces borrowing capacity by the greater of $3.75 million or 5.0% of the borrowing base if the Borrower’s fixed charge coverage ratio falls below 1.00 to 1.00; (iii) temporarily increases the advance rate for eligible investment grade billed accounts to 95.0% through September 30, 2026; (iv) adjusts the calculation of the borrowing base; (v) amends the mechanics governing the cash dominion period; and (vi) resets the deferred revolving loan origination fee.

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The foregoing description of the ABL Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and incorporated herein by reference. The foregoing descriptions of the First Amendment, Second Amendment and Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 12, 2026

​	XBP GLOBAL HOLDINGS, INC.
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​	By:	/s/ Dejan Avramovic
​	​	Dejan Avramovic
​	​	Chief Financial Officer

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Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 EX-101.SCH 3.7 KB
• EX-101 EX-101.DEF 14.6 KB
• EX-101 EX-101.LAB 20.3 KB
• EX-101 EX-101.PRE 13.8 KB