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  4. [Form 3] XBP Global Holdings, Inc. Initial Statement of Beneficial Ownership

XBP Form 3 shows indirect stakes via CFAC: 6.06M shares, 385k warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

XBP Global Holdings (XBP) filed a Form 3 disclosing a director’s initial beneficial ownership. The reporting person indirectly holds 6,064,404 shares of common stock through CFAC and warrants for 385,000 shares at an exercise price of $11.5, expiring 12/29/2028 and exercisable within 60 days. On October 6, 2025, trusts he controls closed the purchase of all voting shares of CFGM for $200,000, which may result in deemed beneficial ownership of CFAC’s holdings.

Positive

  • None.

Negative

  • None.
Insider Lutnick Brandon
Role 10% Owner
Type Security Shares Price Value
holding Warrants -- -- --
holding Common stock -- -- --
Holdings After Transaction: Warrants — 385,000 shares (Indirect, See Footnotes); Common stock — 6,064,404 shares (Indirect, See Footnotes)
Footnotes (2)
  1. F1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick. CFLP is the sole member of CFAC Holdings VIII, LLC ("CFAC"). CFAC directly owns (a) 6,064,404 shares of common stock and (b) 385,000 shares of common stock underlying an equal number of warrants to purchase shares of common stock which are exercisable within 60 days. Following the closing of the transaction, the reporting person may be deemed to have beneficial ownership of the shares of common stock held by CFAC. The aggregate purchase price of the voting shares of CFGM was $200,000.
  2. F2. CFAC is the record holder of the shares reported herein. CFLP is the sole member of CFAC. CFGM is the managing general partner of CFLP. The reporting person is the Chairman and Chief Executive Officer of CFAC, CFLP and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. The reporting person disclaims beneficial ownership of all securities held by CFAC in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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FAQ

What did XBP’s Form 3 disclose for XBP?
Initial beneficial ownership by a director, including indirect holdings of common stock and warrants.

How many XBP shares are indirectly held?
Indirect holdings include 6,064,404 shares of common stock through CFAC.

What warrants were reported on the XBP Form 3?
Warrants for 385,000 shares of common stock at $11.5, expiring 12/29/2028, exercisable within 60 days.

Which entities hold the reported XBP securities?
CFAC is the record holder; CFLP is CFAC’s sole member; CFGM is CFLP’s managing general partner.

What transaction occurred on October 6, 2025?
Trusts controlled by the reporting person purchased all voting shares of CFGM for $200,000.

Does the reporting person claim full ownership of all CFAC-held securities?
He disclaims beneficial ownership beyond his pecuniary interest, if any.
SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Lutnick Brandon
(Last) (First) (Middle)
110 EAST 59TH STREET
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2025 		3. Issuer Name and Ticker or Trading Symbol
XBP Global Holdings, Inc. [ XBP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock 6,064,404 I See Footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 12/29/2023 12/29/2028 Common stock 385,000 $11.5 I See Footnotes(1)(2)
Explanation of Responses:
1. On October 6, 2025, the reporting person, through trusts for which he is trustee with decision making control, closed the purchase of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"), from Howard W. Lutnick. CFLP is the sole member of CFAC Holdings VIII, LLC ("CFAC"). CFAC directly owns (a) 6,064,404 shares of common stock and (b) 385,000 shares of common stock underlying an equal number of warrants to purchase shares of common stock which are exercisable within 60 days. Following the closing of the transaction, the reporting person may be deemed to have beneficial ownership of the shares of common stock held by CFAC. The aggregate purchase price of the voting shares of CFGM was $200,000.
2. CFAC is the record holder of the shares reported herein. CFLP is the sole member of CFAC. CFGM is the managing general partner of CFLP. The reporting person is the Chairman and Chief Executive Officer of CFAC, CFLP and CFGM and also the trustee with decision making control of trusts that hold all of the voting shares of CFGM. The reporting person disclaims beneficial ownership of all securities held by CFAC in excess of his pecuniary interest, if any, and this report shall not be deemed an admission that he was the beneficial owner of, or had pecuniary interest in, any such excess securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Brandon Lutnick 10/06/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR