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  4. [Form 4] XBP Global Holdings, Inc. Insider Trading Activity

[Form 4] XBP Global Holdings, Inc. Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

XBP Global Holdings, Inc. president Robu Vitalie reported equity compensation activity in the company’s common stock. On April 30, 2026, he received a grant of 12,500 shares of common stock at $0.00 per share, reflecting a share award rather than an open‑market purchase.

Also on April 30, 2026, 9,187 shares were withheld at $2.90 per share to satisfy tax obligations tied to vesting of previously reported RSU awards, and on February 13, 2026, 6,424 shares were similarly withheld at $7.73 per share. After these transactions, Vitalie directly holds 96,541 shares of common stock. Footnotes note a prior 1‑for‑10 reverse stock split in December 2025 and explain that the RSUs vest over three years and are payable only in stock.

Positive

  • None.

Negative

  • None.
Insider Robu Vitalie
Role President
Type Security Shares Price Value
Exercise Price or Tax Liability Common Stock, par value $0.0001 per share 9,187 $2.90 $27K
Grant/Award Common Stock, par value $0.0001 per share 12,500 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, par value $0.0001 per share 6,424 $7.73 $50K
Holdings After Transaction: Common Stock, par value $0.0001 per share — 96,541 shares (Direct)
Footnotes (3)
  1. F1. Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.
  2. F2. On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 896,877 shares in the reporting person's ownership of common stock.
  3. F3. Represents RSUs issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.
Equity grant 12,500 shares Common stock award on April 30, 2026 at $0.00 per share
Tax withholding shares (April 30, 2026) 9,187 shares at $2.90 Shares withheld to satisfy tax obligations on RSU vesting
Tax withholding shares (February 13, 2026) 6,424 shares at $7.73 Shares withheld for tax obligations on RSU vesting
Shares held after transactions 84,041 shares Direct common stock ownership following April 30, 2026 activity
Reverse split adjustment 896,877 shares decrease Effect of 1-for-10 reverse split on December 12, 2025
Restricted Stock Unit ("RSU") Award financial
"vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award"
tax withholding obligations financial
"shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting"
1-for-10 reverse split financial
"common stock reverse split 1-for-10, resulting in a decrease of 896,877 shares"
2024 Stock Incentive Plan financial
"Represents RSUs issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended."
RSUs are payable in stock only financial
"RSUs are payable in stock only."

FAQ

What insider transaction did XBP president Robu Vitalie report on this Form 4?
Robu Vitalie reported receiving a grant of 12,500 shares of XBP common stock at $0.00 per share. This represents an equity compensation award, not an open-market purchase, and increases his direct holdings while reflecting stock-based executive compensation.

How many XBP shares does Robu Vitalie hold after these transactions?
After the reported grant and tax-related withholdings, Robu Vitalie directly holds 84,041 shares of XBP common stock. This figure reflects his position following both the February 13, 2026 and April 30, 2026 tax-withholding dispositions and the April 30, 2026 share grant.

Were any of Robu Vitalie’s XBP transactions open-market sales or purchases?
The filing shows no open-market buys or sells. It reports one grant/award acquisition of 12,500 shares and two tax-withholding dispositions, where 9,187 and 6,424 shares were withheld to cover tax obligations tied to restricted stock unit vesting.

What do the tax-withholding transactions in XBP’s Form 4 represent?
The Form 4 describes 9,187 and 6,424 shares withheld at $2.90 and $7.73 per share, respectively. Footnotes explain these are shares withheld by XBP to satisfy tax obligations from vesting restricted stock unit awards, not discretionary market sales.

How do the RSUs described in XBP’s filing vest for Robu Vitalie?
Footnotes state the RSUs were issued under XBP’s 2024 Stock Incentive Plan. They vest over three years: one-third on December 31, 2026, one-third on December 31, 2027, and the final one-third on December 31, 2028, and are payable in stock only.

What reverse stock split affecting Robu Vitalie’s XBP holdings is disclosed?
A footnote notes that on December 12, 2025, XBP’s common stock underwent a 1-for-10 reverse split. This resulted in a decrease of 896,877 shares in Robu Vitalie’s reported ownership, adjusting his share count proportionally without indicating a market transaction.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Robu Vitalie
(Last)(First)(Middle)
C/O XBP GLOBAL HOLDINGS, INC.
2701 EAST GRAUWYLER ROAD
(Street)
IRVING TEXAS 75061
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
XBP Global Holdings, Inc. [ XBP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.0001 per share02/13/2026F6,424(1)D$7.7393,228(2)D
Common Stock, par value $0.0001 per share04/30/2026F9,187(1)D$2.984,041D
Common Stock, par value $0.0001 per share04/30/2026A12,500(3)A$096,541D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations in connection with the vesting of the Reporting Person's previously reported Restricted Stock Unit ("RSU") Award.
2. On December 12, 2025, the Issuer's common stock reverse split 1-for-10, resulting in a decrease of 896,877 shares in the reporting person's ownership of common stock.
3. Represents RSUs issued to the Reporting Person under the Issuer's 2024 Stock Incentive Plan, as amended. RSUs vest over three years, with one-third of such RSUs vesting on December 31, 2026; one-third of such RSUs vesting on December 31, 2027; and the final one-third of such RSUs vesting on December 31, 2028. RSUs are payable in stock only.
/s/ Dejan Avramovic, Attorney-in-Fact for Vitalie Robu05/04/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR