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

Rhea-AI Filing Summary

Chadha Par, a director of XBP Global Holdings, Inc. (XBP), reported acquisitions and existing indirect holdings in a Form 4 filing. The filing shows 53,763 restricted stock units (RSUs) granted on 09/24/2025 that vest in full on 09/24/2026 and are convertible one-for-one into common shares on vesting. The report also discloses prior RSUs and sizeable indirect holdings: 1,328,288, 1,128,972, and 27,037,562 shares reported as held indirectly through entities controlled by the reporting person. Additionally, the reporting person has warrants exercisable into 6,632,418 shares at a $4.98 exercise price expiring 07/29/2030.

Positive

• RSU grant disclosed (53,763 RSUs) that aligns executive compensation with shareholder outcomes through vesting
• Substantial indirect ownership reported (1,328,288; 1,128,972; 27,037,562 shares) showing significant insider economic interest
• Long-dated warrants for 6,632,418 shares at $4.98 provide aligned, disclosed upside exposure

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider received RSUs and controls substantial indirect equity and warrants, reflecting meaningful ownership but standard compensation mechanics.

The Form 4 discloses a grant of 53,763 RSUs that vest in one year, representing compensation rather than an open-market purchase. Materiality stems from the large indirect stake reported across three holdings totaling over 29 million shares and sizable warrants for 6.63 million shares at a $4.98 strike. For investors, the combination of direct RSUs, large indirect equity, and long-dated warrants indicates concentrated insider economic exposure to XBP equity and potential future dilution if warrants are exercised.

Corporate Governance Expert

TL;DR: This appears to be a routine executive grant plus disclosure of entity-held equity, signaling control positions but no governance irregularities stated.

The filing identifies the reporting person as a director and shows RSUs issued under the 2024 Stock Incentive Plan with a one-year vesting schedule, which is a common governance-aligned retention tool. The report also clarifies that certain shares and warrants are held by entities controlled by the reporting person, which is properly disclosed as indirect ownership. The document includes an attorney-in-fact signature, consistent with standard filing practice.

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

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).

1. Name and Address of Reporting Person^*

CHADHA PAR

(Last) (First) (Middle)

C/O XBP GLOBAL HOLDINGS, INC.

6641 N. BELT LINE ROAD, SUITE 100

(Street)

IRVING TX 75063

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

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, par value $0.0001 per share	09/24/2025		A		53,763(1)	A	$0	259,621(2)	D
Common Stock, par value $0.0001 per share								1,328,288	I	(see footnote)(3)
Common Stock, par value $0.0001 per share								1,128,972	I	(see footnote)(3)
Common Stock, par value $0.0001 per share								27,037,562	I	(see footnote)(3)

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
Warrant to Purchase Common Stock	$4.98							07/29/2025	07/29/2030	Common Stock	6,632,418		6,632,418	I	(see footnote)(2)

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended (the "Plan"). The RSUs are scheduled to vest in full on September 24, 2026 subject to the terms of the Plan. Each RSU represents the right to receive one share of the Issuer's common stock on vesting.

2. Includes RSUs previously granted to the Reporting Person under the Plan.

3. Reflects shares of Common Stock and warrants to purchase shares of Common Stock held by certain entities controlled by the reporting person.

Remarks:

EXIBIT 24- Power of Attorney

	/s/ Ross Dawson, Attorney- in Fact for Par Chadha	09/26/2025
	** 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).
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.

FAQ

What did Chadha Par report on the XBP Form 4?

The filing reports a grant of 53,763 RSUs dated 09/24/2025 and discloses existing indirect holdings and warrants controlled by the reporting person.

When do the reported RSUs vest and convert to shares?

The RSUs are scheduled to vest in full on 09/24/2026 and each RSU converts to one share of common stock upon vesting.

How many shares are held indirectly by entities controlled by the reporting person?

The Form 4 lists indirect holdings of 1,328,288, 1,128,972, and 27,037,562 shares, attributed to entities controlled by the reporting person.

Are there any derivative securities disclosed for XBP in this filing?

Yes. The filing discloses warrants exercisable into 6,632,418 common shares at a $4.98 exercise price expiring on 07/29/2030.

Was the RSU grant issued at a cost to the reporting person?

The RSUs are reported with a price of $0 in the transaction line, which is typical for restricted stock unit grants under an incentive plan.

What is the reporting person’s relationship to XBP?

The filing identifies the reporting person as a Director of XBP Global Holdings, Inc.