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

Rhea-AI Filing Summary

Howard W. Lutnick, a director of XBP Global Holdings, Inc. (XBP), reported on 10/06/2025 the disposition of indirect holdings tied to CFAC Holdings VIII, LLC. As trustee, he closed the sale of the voting shares of CF Group Management, Inc. (CFGM) that previously gave indirect control over CFAC, which directly owned 6,064,404 shares of common stock and warrants underlying 385,000 common shares exercisable within 60 days.

Following the transaction, the reporting person no longer beneficially owns those CFAC-held shares. The aggregate sale price for the voting shares of CFGM was $200,000. The filing disclaims any remaining beneficial ownership beyond any pecuniary interest.

Positive

• Indirect beneficial ownership ended for 6,064,404 common shares
• Transaction documented via Form 4 with clear footnotes and signature

Negative

• Potential governance change as voting control tied to CFGM transferred
• Warrants exercisable within 60 days for 385,000 shares, creating near-term dilution risk

Insights

Corporate Governance Analyst

Trustee sale removed indirect voting control tied to 6,064,404 shares.

The reported transaction shows the trustee closed a sale of CFGM voting shares on 10/06/2025, which eliminated the reporting person’s indirect beneficial ownership of the 6,064,404 common shares and the 385,000 shares underlying warrants held by CFAC.

This change reduces a potential concentrated block of indirect voting power without reporting any direct sale of XBP common stock; monitor any subsequent Form 4 filings for direct holdings or transfers within 60 days given the exercisable warrants.

Equity Ownership Specialist

Transaction shifts governance linkage; monetary consideration was modest.

The aggregate consideration of $200,000 for the CFGM voting shares indicates a governance reallocation rather than a large equity monetization of XBP shares, since CFAC continues as the record holder until exercised warrants or further transfers occur.

Investors should note the filing’s disclaimer of beneficial ownership beyond any pecuniary interest; watch for filings clarifying any retained economic exposure or future warrant exercises within 60 days.

SEC Form 4

FORM 4

UNITED 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

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X

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^*

LUTNICK HOWARD W

(Last) (First) (Middle)

C/O 110 EAST 59TH STREET

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XBP Global Holdings, Inc. [ XBP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common stock	10/06/2025		S		6,064,404	D	(1)	0	I	See Footnotes(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$11.5	10/06/2025		S			385,000	12/29/2023	12/29/2028	Common stock	385,000	(1)	0	I	See Footnotes(2)

Explanation of Responses:

1. On October 6, 2025, the reporting person, in his capacity as trustee of a trust, closed the sale to trusts controlled by Brandon G. Lutnick of all of the voting shares of CF Group Management, Inc. ("CFGM"), which is the managing general partner of Cantor Fitzgerald, L.P. ("CFLP"). 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 no longer has beneficial ownership of the shares of common stock owned by CFAC. The aggregate sale 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 was the trustee of CFGM's sole stockholder prior to the transaction described in footnote (1). 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/ Howard 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 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).
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FAQ

What did Howard W. Lutnick report on Form 4 for XBP?

He reported the sale of voting shares of CFGM that removed his indirect beneficial ownership of 6,064,404 common shares and warrants for 385,000 shares.

How much was the sale of the CFGM voting shares worth?

The aggregate sale price reported for the voting shares of CFGM was $200,000.

Does the Form 4 show direct sales of XBP common stock?

No. The filing records an indirect disposition tied to CFAC holdings; CFAC remains the record holder of the shares.

Are there warrants mentioned in the filing for XBP?

Yes. The filing lists warrants with an $11.50 exercise price underlying 385,000 shares, exercisable within 60 days.

What is the reporting person’s relationship to the issuer?

The reporting person is listed as a Director of XBP and acted as trustee in the described transaction.