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XBP Global (NASDAQ: XBP) posts Q1 2026 loss and explores strategic alternatives

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

XBP Global Holdings, Inc. reported first quarter 2026 results showing modest revenue growth but a swing back to loss and much weaker profitability. For the quarter ended March 31, 2026, revenue was $197.1 million, while the company recorded a net loss of $26.8 million versus prior-year net profit.

On a pro forma basis, revenue declined to $197.1 million from $229.7 million, though gross margin improved slightly. Pro Forma Normalized EBITDA was $15.6 million, down from $26.0 million. The balance sheet showed total assets of $871.4 million, total liabilities of $808.9 million, and stockholders’ equity of $62.6 million.

The company highlighted ongoing cost discipline and automation, noting its third consecutive quarter of margin expansion and expectations for higher revenue per employee in the second half of the year. Separately, the board approved an exploration of strategic alternatives to evaluate options to enhance stakeholder value, with no assurance that this process will result in any transaction.

Positive

  • Margin expansion despite revenue pressure: Pro forma gross margin for Q1 2026 improved to 22.9% from 22.2%, and management notes a third consecutive quarter of margin expansion supported by increased automation and disciplined cost management.

Negative

  • Return to loss and weaker profitability: XBP Global reported a Q1 2026 net loss of $26.8 million versus a prior-year net profit, while Pro Forma EBITDA fell sharply to $0.7 million and Pro Forma Normalized EBITDA declined to $15.6 million from $26.0 million.
  • Pro forma revenue decline: Pro forma revenue for Q1 2026 was $197.1 million compared with $229.7 million a year earlier, reflecting a double-digit percentage decline at the combined business level despite modest as-reported growth.

Insights

Revenue is stable, but earnings, cash flow and leverage remain pressure points.

XBP Global posted Q1 2026 revenue of $197.1M, roughly flat on an as-reported basis, but pro forma revenue declined from $229.7M. Gross margin expanded modestly, yet the company reported a net loss of $26.8M and Pro Forma EBITDA of only $0.7M.

Pro Forma Normalized EBITDA dropped to $15.6M from $26.0M, indicating heavier adjustments and weaker underlying profitability. The balance sheet shows total liabilities of $808.9M versus equity of $62.6M, with long-term debt of $348.9M plus $32.3M current, so leverage remains elevated.

The board’s decision to explore strategic alternatives introduces a potentially important catalyst but with uncertain outcome, as the company explicitly notes there is no assurance of any transaction. Investors will likely focus on future quarters, particularly the second half of 2026, to see if automation and restructuring efforts translate into stronger margins and more robust cash flow.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 Revenue (as reported) $197.1M Quarter ended March 31, 2026 consolidated revenue of $197,085 thousand
Q1 2026 Net Income (Loss) -$26.8M Net loss of $26,762 thousand for quarter ended March 31, 2026
Pro Forma Revenue Q1 2025 $229.7M Pro Forma revenue of $229,686 thousand for Q1 2025
Pro Forma Normalized EBITDA Q1 2026 $15.6M Pro Forma Normalized EBITDA of $15,595 thousand in Q1 2026
Pro Forma Normalized EBITDA Q1 2025 $26.0M Pro Forma Normalized EBITDA of $25,966 thousand in Q1 2025
Total Assets $871.4M Total assets of $871,441 thousand as of March 31, 2026
Total Liabilities $808.9M Total liabilities of $808,881 thousand as of March 31, 2026
Stockholders’ Equity $62.6M Total stockholders’ equity of $62,560 thousand as of March 31, 2026
strategic alternatives financial
"our Board has approved an exploration of strategic alternatives"
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.
Pro Forma Normalized EBITDA financial
"Reconciliation of Net Income to Pro Forma Normalized EBITDA for the Three Months Ended March 31, 2026"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
hyper-automation technical
"mission-critical systems that enable hyper- automation and digital transformation"
Hyper-automation is the coordinated use of advanced software—task bots, artificial intelligence and workflow platforms—to automate and streamline many business processes from start to finish. It matters to investors because it can lower costs, reduce mistakes and let a company scale or change direction faster; think of it as replacing a slow, manual assembly line with a smart, self-adjusting one that boosts efficiency and competitive strength.
reorganization items financial
"Reorganization items | — | (60,845)"
Reorganization items are the one-time costs and adjustments a company records when it restructures its operations, such as employee severance, facility closures, asset write-downs, or contract termination fees. Investors care because these charges can make a period’s profit look worse even if they don’t reflect ongoing performance—think of them as the upfront bills for rearranging a business that may reduce future expenses or improve efficiency.
non-GAAP financial measures financial
"This press release also includes certain non-GAAP financial measures, including EBITDA, Normalized EBITDA, and Pro Forma Normalized EBITDA"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Revenue $197.1M
Net income (loss) -$26.8M
Pro Forma Revenue (prior year) $229.7M
Pro Forma Normalized EBITDA $15.6M
0001839530false0001839530xbp:RedeemableWarrantsMember2026-05-142026-05-140001839530us-gaap:CommonStockMember2026-05-142026-05-1400018395302026-05-142026-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

XBP Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

  ​ ​ ​

001-40206

  ​ ​ ​

85-2002883

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

6641 N. Belt Line Road, Suite 100

Irving, Texas

  ​ ​ ​

75063

(Address of principal executive offices)

(Zip Code)

(844) 935-2832

Registrant’s telephone number, including area code

Not Applicable

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

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:

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))

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

Title of each class

  ​ ​ ​

Trading
Symbol(s)

  ​ ​ ​

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

XBPEW

The Nasdaq Capital Market

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-2of 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.

Item 2.02 Results of Operations and Financial Condition.

On May 14, 2026, XBP Global Holdings, Inc. (the “Company”) issued a press release reporting financial results for the quarter ended March 31, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

  ​ ​ ​

Description

99.1

Press Release dated May 14, 2026, announcing First Quarter 2026 results

104

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

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: May 14, 2026

XBP GLOBAL HOLDINGS, INC.

By:

/s/ Dejan Avramovic

Dejan Avramovic

Chief Financial Officer

Graphic

XBP Global Holdings, Inc. Reports First Quarter 2026 Financial Results

May 14, 2026

IRVING, TX, May 14, 2026 (GLOBE NEWSWIRE) – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a multinational technology and services company orchestrating mission-critical systems that enable hyper- automation and digital transformation, today announced its financial results for the quarter ended March 31, 2026.

First Quarter 2026 Highlights

Revenue totaled $197.1 million, a decline of 14.2% year-over-year on a pro forma basis1
Gross margin was 22.9%, a 70 basis point increase year-over-year on a pro forma basis1
Net loss of $26.8 million
Normalized EBITDA2 of $15.6 million, a decrease of 39.9% year-over-year on a pro forma basis1
Closed $108.1 million of total TCV, a 68.8% increase year-over-year and 45.1% above the trailing four quarter average1,3
Closed $27.3 million of new ACV, a 3.7% decrease year-over-year and 4.4% above the trailing four quarter average1,3
The Company expects to achieve $55 to $60 million in annualized operational efficiencies resulting from Company-wide automation efforts, with a significant portion of the underlying actions implemented during the first half of 2026
The Company expects an approximate 20% reduction in global headcount by the end of 2026, subject to the timing and execution of its automation initiatives compared to year-end 2025, as the Company transitions to a high-productivity, AI-first operating model
Announced approval by XBPs Board of Directors to initiate a formal process to explore strategic alternatives to enhance value for all stakeholders
Results reflect an ongoing transition in the Companys operating model, with revenue and earnings trends impacted by legacy contract dynamics, while bookings and pipeline growth are expected to support future performance

“Disciplined management and increased automation have resulted in our third consecutive quarter of margin expansion, and we believe these efforts will support a more substantial uplift in the coming quarters,” said Andrej Jonovic, CEO of XBP Global. “Our sales pipeline is gaining momentum, we are fundamentally altering our operating model through ambitious use of automation, and we expect this to translate to improved margin profile and materially higher revenue per employee in the second half of the year.”

“Separately, we announced today that our Board has approved an exploration of strategic alternatives. We believe this is a necessary step to evaluate opportunities to enhance value for XBP stakeholders, position XBP Global for long-term growth, and create financial flexibility to invest in our core growth engines and AI-first initiatives.”

There can be no assurance that the exploration of strategic alternatives will result in any transaction or other strategic outcome, and the Company has not set a timetable for the completion of this process.

First Quarter 2026 Segment Results4:

Revenue (in $000)

Gross Margin

Q1 2026

Q1 20254

Y/Y (%)

Q1 2026

Q1 20254

Y/Y (%)

Applied Workflow Automation

$178,426

$204,253

-12.6%

19.9%

17.3%

+260 bps

Technology

18,706

25,431

-26.4%

52.4%

61.7%

-930 bps

Total

$197,132

$229,686

-14.2%

22.9%

22.2%

+70 bps


Below are the notes referenced above:

(1)Pro forma results reflect the combined company as if the Exela Technologies BPA, LLC (together with its subsidiaries and certain affiliates BPA) acquisition had occurred on January 1, 2024, and include adjustments to provide period-to-period comparability where the reported results exclude XBP Europe until July 31, 2025.
(2)Normalized EBITDA is a non-GAAP measure. A reconciliation of non-GAAP measures is attached to this release.
(3)Total Contract Value (TCV) represents the initial estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. Changes to contracts and scope are treated as TCV only to the extent of the incremental new value. New TCV represents TCV attributable to expansion and new scope for existing clients, as well as TCV attributable to new clients. Annual contract value (ACV) represents the annualized value of the TCV, calculated by dividing the TCV of each individual contract by its respective duration in years.
(4)Presented on a pro forma basis for the combined company, as if the acquisition of BPA had been consummated on January 1, 2024.

Earnings Call and Supplemental Investor Presentation

The Company will host a live conference call at 5:00 pm Eastern Time on May 14, 2026, accompanied by a live webcast. Hosting the call will be Andrej Jonovic, Chief Executive Officer, Dejan Avramovic, Chief Financial Officer, and Mike Shufeldt, Chief Revenue Officer.

Participant Call-In Registration: Participants who wish to join the conference by telephone must register using the following dial-in registration link to receive the dial-in number and a personalized PIN code that will be required to access the call: https://register-conf.media-server.com/register/BIf2fe6a6b62164945946dae9bd02995a5.

Participant Live Webcast Registration: To access the live webcast, please visit https://edge.media- server.com/mmc/p/svpo92yg or XBP Global’s Investor Relations website at https://investors.xbpglobal.com/.

Rebroadcast: Following the live webcast, a replay will be available on XBP Global’s Investor Relations website.

An investor presentation relating to our first quarter 2026 performance will be available at https://investors.xbpglobal.com.

About Pro Forma Financial Information

This press release includes certain pro forma financial information, which is presented for informational purposes only and is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pro forma results are presented on an unaudited basis as if the acquisition of BPA had been consummated on January 1, 2024, regardless of the actual closing date.

For financial reporting purposes, BPA is treated as the accounting acquirer, and results exclude XBP Europe until July 31, 2025. As a result, reported results for periods prior to July 31, 2025 are not comparable to previous annual earnings results presented by the Company.

Pro forma financial information is intended to provide investors with a clearer understanding of the underlying performance and trends of the combined business by illustrating the impact of the acquisition on historical results. These results are designed to facilitate period-to-period comparisons and enhance transparency into ongoing operations.

Pro forma information is based on certain assumptions and adjustments, including the elimination of intercompany transactions, acquisition-related costs, and the alignment of accounting policies, as described in the accompanying tables and footnotes. This information is unaudited and does not purport to represent what actual results would have been had the acquisition occurred at the dates indicated, nor does it project future results.

Pro forma financial information should be read in conjunction with historical financial statements, related notes, and the pro forma adjustments and explanatory notes included in this release.

About Non-GAAP Financial Measures

This press release also includes certain non-GAAP financial measures, including EBITDA, Normalized EBITDA, and Pro Forma Normalized EBITDA, which are not prepared in accordance with GAAP.


Management believes these non-GAAP measures are useful supplemental measures; however, investors are

encouraged to review the Company’s GAAP results and not rely on any single financial measure.

These measures provide investors with additional insight into financial performance, results of operations, and liquidity, and help facilitate comparisons of underlying business trends across periods. Management uses these measures to evaluate performance consistently by excluding the effects of capital structure (such as varying debt levels, interest expense, and transaction costs from acquisitions).

We define EBITDA as net income (loss), plus taxes, interest expense, and depreciation and amortization. We define Normalized EBITDA as EBITDA plus non-recurring transaction costs, non-cash equity compensation, restructuring and related expenses, loss/(gain) on sale of assets, impairment of goodwill and other non-recurring items such as reorganization items. We define Pro Forma Normalized EBITDA as Normalized EBITDA plus management’s estimates of the impact of the accounting acquisition of XBP Europe and reorganization of BPA, had such transactions occurred at the beginning of the earliest period presented. Non-GAAP financial measures should not be considered in isolation or as alternatives to liquidity or financial measures determined in accordance with GAAP. A limitation of these measures is that they exclude significant expenses and income required by GAAP to be recorded in the financial statements. In addition, the determination of which items to exclude or include requires the application of management judgement, and these measures may not be comparable to similarly titled measures reported by other companies.

These measures are not required to be uniformly applied, are unaudited, and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP, and their presentation may not be comparable to similar measures used by other companies. Net loss is the GAAP measure most directly comparable to the non- GAAP measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements include financial forecasts, projections, and other statements about future operations, financial position, business strategy, market opportunities, and trends. Forward-looking statements can often be identified by terms such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast,” or similar expressions. All forward-looking statements are based on estimates, forecasts, and assumptions that are inherently uncertain and subject to risks and factors that could cause actual results to differ materially. These include, but are not limited to: (1) risks related to the acquisition and related restructuring, including the inability to realize anticipated benefits, disruptions to operations, and costs associated with the acquisition; (2) legal proceedings; (3) failure to maintain compliance with Nasdaq listing standards; (4) competition and market conditions; (5) economic, geopolitical, and regulatory changes; (6) challenges in retaining clients, employees, and suppliers; and (7) other risks detailed in the Company’s filings with the SEC, including the “Risk Factors” section of its Annual Report on Form 10-K for 2025. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. XBP Global undertakes no obligation to update these statements, except as required by law. There is no assurance that XBP Global or its subsidiaries will achieve the results projected in these statements.

About XBP Global

XBP Global is a multinational technology and services company powering intelligent workflows for organizations worldwide. With a presence in 20 countries and approximately 10,200 employees, XBP Global partners with over 2,000 clients, including many of the Fortune 100, to orchestrate mission-critical systems that enable hyper-automation.

Our proprietary platforms, agentic AI-driven automation, and deep domain expertise across industries and the public and private sectors enable our clients to entrust us with their most impactful digital transformations and workflows. By combining innovation with execution excellence, XBP Global helps businesses reimagine how they work, transact, and unlock value.

For more news, commentary, and industry perspectives, visit: https://www.xbpglobal.com/

And please follow us on social:

X: https://X.com/XBPglobal

LinkedIn: https://www.linkedin.com/company/xbpglobal/


The information posted on XBP Global’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Global should monitor XBP Global’s website and its social media accounts in addition to XBP Global’s press releases, SEC filings and public conference calls and webcasts.

Investor Relations: David Shamis, CFA, investors@xbpglobal.com | Media Queries: Srushti Rao, press@xbpglobal.com


XBP Global Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

As of March 31, 2026 (Successor) and December 31, 2025 (Successor)
(in thousands of United States dollars except share and per share amounts)

Successor

Consolidated

March 31,

2026

(Unaudited)

December 31,

2025

Assets

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

 

Current assets

Cash and cash equivalents

$

28,464

$

37,113

Restricted cash

24,639

31,553

Accounts receivable, net of allowance for credit losses of $4,927 and $5,660, respectively

130,253

130,281

Related party receivables and prepaid expenses

987

736

Inventories, net

11,385

11,365

Prepaid expenses and other current assets

26,681

28,699

Total current assets

222,409

239,747

Property, plant and equipment, net of accumulated depreciation of $15,074 and $11,094, respectively

78,055

82,956

Operating lease right-of-use assets, net

27,856

30,339

Goodwill

189,881

189,881

Intangible assets, net

335,232

344,080

Other noncurrent assets

18,008

15,094

Total assets

$

871,441

$

902,097

Liabilities and Stockholders Equity

Liabilities

Current liabilities

Current portion of long-term debt

$

32,260

$

34,334

Accounts payable

69,775

55,700

Related party payables

4,968

5,343

Income tax payable

5,747

6,158

Accrued liabilities

51,987

47,101

Accrued compensation and benefits

56,892

56,314

Accrued interest

9,374

13,685

Customer deposits

18,359

21,691

Deferred revenue

14,197

11,881

Obligation for claim payment

53,203

55,632

Current portion of finance lease liabilities

4,325

4,390

Current portion of operating lease liabilities

9,592

9,814

Total current liabilities

330,679

322,043

Long-term debt, net of current maturities

348,947

353,267

Finance lease liabilities, net of current portion

5,818

6,857

Net defined benefit liability

6,161

6,241

Deferred income tax liabilities

48,546

52,595

Long-term income tax liabilities

11,188

10,554

Operating lease liabilities, net of current portion

20,224

22,530

Other long-term liabilities

37,318

40,671

Total liabilities

808,881

814,758

Commitments and Contingencies (Note 9)

Stockholders Equity

Common stock, par value of $0.0001 per share; 400,000,000 shares authorized; 11,768,050 shares issued and outstanding as of March

31, 2026 and 11,755,434 shares issued and outstanding as of December 31, 2025

12

12

Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; none issued and outstanding as of March 31, 2026 and

December 31, 2025

Additional paid in capital

438,406

437,995

Accumulated deficit

(377,885)

(351,123)

Accumulated other comprehensive profit (loss):

Foreign currency translation adjustment

419

(1,263)

Unrealized pension actuarial gains, net of tax

1,608

1,718

Total accumulated other comprehensive profit

2,027

455

Total stockholders equity

62,560

87,339

Total liabilities and stockholders equity

$

871,441

$

902,097


XBP Global Holdings, Inc. and Subsidiaries

Condensed Consolidated and Combined Statements of Operations

For the three months ended March 31, 2026 (Successor) and March 31, 2025 (Predecessor)

(in thousands of United States dollars except share and per share amounts)

(Unaudited)

  ​ ​ ​

Successor

  ​ ​ ​

Predecessor

 

Consolidated

Combined and Consolidated

Three Months Ended
March 31,

Three Months Ended
March 31,

2026

2025

Revenue

$

197,085

$

190,495

Related party revenue

47

1,484

Cost of revenue (exclusive of depreciation and amortization)

151,897

150,645

Selling, general and administrative expenses (exclusive of depreciation and amortization)

42,814

22,262

Depreciation and amortization

14,849

10,535

Related party expense, net

2,653

2,553

Operating profit (loss)

(15,081)

5,984

Other expense (income), net:

Interest expense, net

14,069

23,780

Debt modification and extinguishment costs, net

109

Sundry expense (income), net

(392)

1,312

Other income, net

(561)

(23)

Loss before reorganization items and income taxes

(28,197)

(19,194)

Reorganization items

(60,845)

Profit (loss) before income taxes

(28,197)

41,651

Income tax expense (benefit)

(1,435)

2,028

Net profit (loss)

$

(26,762)

$

39,623

Net loss per common share

Basic and diluted

(2.28)


XBP Global Holdings, Inc. and Subsidiaries

Condensed Consolidated and Combined Statements of Cash Flows

For the three months ended March 31, 2026 (Successor) and March 31, 2025 (Predecessor)

(in thousands of United States dollars except share and per share amounts)

(Unaudited)

  ​ ​ ​

Successor

  ​ ​ ​

  ​ ​ ​

Predecessor

 

Consolidated

Combined and

Consolidated

Three Months Ended

March 31,

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities

Net profit (loss)

$

(26,762)

$

39,623

Adjustments to reconcile net profit (loss) to cash used in operating activities

Depreciation and amortization

14,849

10,535

Original issue discount, debt premium and debt issuance cost amortization

1,832

(17,272)

Reorganization items

(81,383)

Interest on BR Exar AR Facility

(669)

Debt modification and extinguishment loss (gain), net

109

Provision for credit losses

(611)

488

Deferred income tax provision

(4,182)

375

Equity-based compensation expense

484

105

Unrealized foreign currency loss

37

3

Loss on sale of assets

225

Fair value adjustment for private warrants liability

(2)

Payment-in-kind interest

1,174

Change in operating assets and liabilities, net of effect from acquisitions

Accounts receivable

639

(26,379)

Prepaid expenses and other current assets

(1,109)

1,817

Accounts payable and accrued liabilities

9,148

29,181

Related party receivables (payables)

(626)

(185)

Additions to outsourced contract costs

(141)

(67)

Net cash used in operating activities

(5,045)

(43,719)

Cash flows from investing activities

Purchase of property, plant and equipment

(1,088)

(1,270)

Additions to internally developed software

(552)

(506)

Proceeds from sale of assets

84

3

Net cash used in investing activities

(1,556)

(1,773)

Cash flows from financing activities

Cash paid for debt issuance costs

(834)

(57)

Cash paid for withholding taxes on vested RSUs

(73)

Principal payments on finance lease obligations

(1,101)

(1,194)

Borrowings from other loans

10,236

441

Proceeds from Super Senior Term Loan

4,000

Proceeds from ABL Facility

133,700

Repayments on ABL Facility

(141,376)

Repayment of Second Lien Note

(3,250)

Proceeds from DIP New Money Loans

50,000

Borrowing under BR Exar AR Facility

10,675

Repayments under BR Exar AR Facility

(1,440)

(12,286)

Borrowing under Amended BR Exar AR Facility

20,000

Repayments under Amended BR Exar AR Facility

(10,290)

Repayments on 2028 Term Loan Facilities

(817)

Principal repayments on senior secured term loans and other loans

(17,208)

(9,326)

Net cash provided by (used in) financing activities

(8,453)

38,253

Effect of exchange rates on cash, restricted cash and cash equivalents

(509)

108

Net decrease in cash, restricted cash and cash equivalents

(15,563)

(7,131)

Cash, restricted cash and cash equivalents

Beginning of period

68,666

64,067

End of period

$

53,103

$

56,936

Supplemental cash flow data:

Income tax payments, net of refunds received

$

1,261

$

1,219

Interest paid

14,705

4,356

Cash paid for reorganization items

20,538

Noncash investing and financing activities:

Assets acquired through right-of-use arrangements

467

2,315

Amendment fee payable on Amended BR Exar Facility accrued

1,000

Accrued capital expenditures

46

3


Reconciliation of Revenue and Gross Profit As Reported to Combined Pro Forma Revenue and Gross Profit for the Three Months Ended March 31, 2026

(in thousands of United States dollars)
(Unaudited)

Q1 2026

Q1 2025

As Reported Revenue

$197,132

$191,979

Intercompany Eliminations

-1,626

Revenue Adjustment for XBP Europe

39,332

Pro Forma Revenue

$197,132

$229,686

As Reported Cost of Revenue

$151,897

$150,645

Intercompany Eliminations

1,742

Cost of Revenue Adjustment for XBP Europe

26,308

Pro Forma Cost of Revenue

$151,897

$178,693

As Reported Gross Profit

$45,235

$41,334

Intercompany Eliminations

-3,368

Gross Profit Adjustment for XBP Europe

13,025

Pro Forma Gross Profit

$45,235

$50,992


Reconciliation of Net Income to Pro Forma Normalized EBITDA for the Three Months Ended March 31, 2026

(in thousands of United States dollars)
(Unaudited)

Three Months Ended

March 31, 2026

March 31, 2025

Net income (loss)

  ​ ​ ​

$

(26,762)

  ​ ​ ​

$

39,619

XBP Europe Net Loss

(4,348)

Pro Forma Net Income (Loss)

$

(26,762)

$

35,271

Income tax expense

(1,435)

2,790

Interest expense (income), net

14,069

25,515

Depreciation and amortization

14,849

11,194

Pro Forma EBITDA

$

721

$

74,769

Reorganization items

8,616

(60,845)

Optimization and restructuring expenses (1)

2,731

2,825

Severance

1,327

1,653

Foreign exchange losses, net

746

(71)

Non-cash equity compensation (2)

484

3,923

Transaction and integration costs (3)

481

23

Restructuring and related expenses

264

Loss (gain) on sale of assets (4)

225

EBITDA from Previously Discontinued Operations (5)

809

Changes in fair value of warrant liability

2

Payroll tax penalties

2,770

Debt modification and extinguishment costs (gain), net

109

Pro Forma Normalized EBITDA

$

15,595

$

25,966

(1)Represents the annualized run-rate cost savings from optimization and restructuring initiatives implemented during the period. These adjustments reflect the impact as if such cost savings had been realized for the entire period presented.
(2)Represents non-cash charges related to stock-based compensation
(3)Represents one-time costs associated with restructuring, including professional and legal fees
(4)Represents a loss/(gain) recognized on the disposal of property, plant, and equipment and other assets
(5)Represents loss related to discontinued operations

Source: XBP Global Holdings, Inc.


FAQ

How did XBP (XBP Global Holdings, Inc.) perform financially in Q1 2026?

XBP reported Q1 2026 revenue of $197.1 million and a net loss of $26.8 million. On a pro forma basis, revenue was $197.1 million versus $229.7 million a year earlier, and Pro Forma Normalized EBITDA was $15.6 million, down from $26.0 million.

Is XBP Global exploring strategic alternatives in 2026?

Yes. XBP Global’s board approved an exploration of strategic alternatives to evaluate options for enhancing stakeholder value and supporting long-term growth. The company cautions there is no assurance this process will lead to a transaction or other specific strategic outcome.

What does XBP’s Q1 2026 balance sheet show about its financial position?

As of March 31, 2026, XBP Global reported total assets of $871.4 million, total liabilities of $808.9 million, and stockholders’ equity of $62.6 million. Long-term debt (excluding current portion) was $348.9 million, with an additional $32.3 million classified as current portion of long-term debt.

How does XBP Global use non-GAAP measures like Pro Forma Normalized EBITDA?

XBP presents non-GAAP measures such as EBITDA, Normalized EBITDA, and Pro Forma Normalized EBITDA to supplement GAAP results. These adjust for items like transaction costs, restructuring, equity compensation, and acquisition-related impacts to help illustrate underlying performance, but they exclude significant GAAP expenses and are not standardized.

What were XBP Global’s operating cash flow and cash balance in Q1 2026?

For Q1 2026, XBP reported net cash used in operating activities of $5.0 million. Net decrease in cash, restricted cash, and equivalents was $15.6 million, leaving combined cash, restricted cash and cash equivalents at $53.1 million at period-end, compared with $68.7 million at the beginning of the period.

Filing Exhibits & Attachments

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