XBP Global insider funds buy 527K shares at $2.83

Rhea-AI Filing Summary

XBP Global Holdings, Inc. (XBP) reported that investment funds affiliated with Avenue Capital, as ten percent owners, purchased a total of 527,606 shares of Common Stock in a private placement on September 15, 2026 at $2.83 per share under Securities Purchase Agreements dated September 11, 2026. The shares were acquired indirectly by Avenue RP Opportunities Fund, L.P. and Avenue Global Dislocation Opportunities Fund, L.P., with investment adviser affiliates holding sole voting and dispositive power and multiple entities, including Marc Lasry, disclaiming beneficial ownership except for any pecuniary interest. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Net Buyer: 527,606 shares

Net Buy 2 txns

Insider Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., Avenue Europe International Management, L.P., Avenue Capital Management II, L.P., Avenue RP Opportunities Fund GenPar, LLC, Avenue Global Dislocation Opportunities GenPar, LLC, GL RP Partners, LLC, GL Global Dislocation Opportunities Partners, LLC, LASRY MARC

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Bought 527,606 shs ($1.49M)

Type	Security	Shares	Price	Value
Purchase	Common Stock F1, F2, F5	325,319	$2.83	$921K
Purchase	Common Stock F1, F3, F4, F5	202,287	$2.83	$572K

Holdings After Transaction: Common Stock — 610,498 shares (Indirect, See footnotes)

Footnotes (5)

1. F1. On September 15, 2026, each of Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., and Avenue Global Opportunities Master Fund LP (collectively, the "Avenue Funds") acquired shares of Common Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement, dated as of September 11, 2026, by and between the Issuer and the applicable Avenue Fund, at a purchase price of $2.83 per share.
2. F2. Held directly by Avenue RP Opportunities Fund, L.P. ("RP Opportunities Fund"). Avenue RP Opportunities Fund GenPar, LLC ("RP Opportunities GP") is the general partner of RP Opportunities Fund. GL RP Partners, LLC ("RP Partners") is the managing member of RP Opportunities GP. Avenue Europe International Management, L.P. is a registered investment adviser and is the manager ("Europe International Manager") of RP Opportunities Fund. RP Opportunities GP has delegated all management authority over securities held by RP Opportunities Fund to Europe International Manager and therefore, Europe International Manager has sole voting and dispositive power over all securities of Issuer held by RP Opportunities Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. RP Opportunities GP and RP Partners disclaim beneficial ownership of securities except to the extent of their pecuniary interest, if any, therein.
3. F3. Held directly by Avenue Global Dislocation Opportunities Fund, L.P. ("Global Dislocation Fund"). Avenue Global Dislocation Opportunities GenPar, LLC ("Dislocation Opportunities GP") is the general partner of Global Dislocation Fund. GL Global Dislocation Opportunities Partners, LLC ("Dislocation Opportunities Partners") is the managing member of Dislocation Opportunities GP. Avenue Capital Management II, L.P. ("Capital Management II") is a registered investment adviser and is the manager of Global Dislocation Fund. Dislocation Opportunities GP has delegated all management authority over securities held by Global Dislocation Fund to Capital Management II and therefore,
4. F4. (Continued from footnote 3) Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Dislocation Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. Dislocation Opportunities GP and Dislocation Opportunities Partners disclaim beneficial ownership of securities except to the extent of their pecuniary interest, if any, therein.
5. F5. Marc Lasry is the managing member of RP Partners and Dislocation Opportunities Partners, and a founder of Avenue Capital Group, a global investment firm. Mr. Lasry does not have voting or dispositive power over securities held by the Funds and disclaims beneficial ownership of securities held by the Funds, except to the extent of his pecuniary interest, if any, therein.

Key Figures

Total shares purchased: 527,606 shares Purchase price per share: $2.83 per share Shares purchased by Avenue RP Opportunities Fund, L.P.: 325,319 shares +2 more

5 metrics

Total shares purchased 527,606 shares Aggregate Common Stock acquired by Avenue Capital–affiliated funds on September 15, 2026

Purchase price per share $2.83 per share Private placement price under Securities Purchase Agreements dated September 11, 2026

Shares purchased by Avenue RP Opportunities Fund, L.P. 325,319 shares Common Stock acquired in the September 15, 2026 private placement

Shares purchased by Avenue Global Dislocation Opportunities Fund, L.P. 202,287 shares Common Stock acquired in the September 15, 2026 private placement

Net buy transactions 2 transactions; 527,606 net shares bought Summary of non-derivative Common Stock transactions reported in this Form 4

Key Terms

private placement, Securities Purchase Agreement, registered investment adviser, voting and dispositive power, +1 more

5 terms

private placement financial

"acquired shares of Common Stock in a private placement by the Issuer"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Securities Purchase Agreement financial

"pursuant to the terms of a Securities Purchase Agreement, dated as of September 11, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registered investment adviser financial

"Avenue Europe International Management, L.P. is a registered investment adviser"

A registered investment adviser (RIA) is a firm or individual legally registered with regulators to give personalized investment advice and manage clients' money, with a duty to put clients’ interests ahead of their own. Think of an RIA as a licensed financial guide who must disclose fees, conflicts and how they are paid; that transparency and legal duty matter to investors because it reduces the risk of hidden costs or biased recommendations.

voting and dispositive power financial

"therefore, Europe International Manager has sole voting and dispositive power"

pecuniary interest financial

"disclaims beneficial ownership thereof except to the extent of its pecuniary interest"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did XBP disclose in this Form 4?

XBP disclosed that Avenue Capital–affiliated funds bought 527,606 shares of Common Stock in a private placement on September 15, 2026 at $2.83 per share pursuant to Securities Purchase Agreements dated September 11, 2026.

Which entities bought XBP (XBP) shares and how many did each acquire?

Two Avenue Capital–affiliated funds acquired XBP shares: Avenue RP Opportunities Fund, L.P. bought 325,319 shares, and Avenue Global Dislocation Opportunities Fund, L.P. bought 202,287 shares, all as part of the same September 15, 2026 private placement.

At what price were the XBP shares purchased in this insider transaction?

The Avenue Capital–affiliated funds purchased the XBP Common Stock at a price of $2.83 per share in a private placement completed on September 15, 2026 under Securities Purchase Agreements dated September 11, 2026.

Were the Avenue Capital XBP share purchases made under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan applies to these Avenue Capital–affiliated purchases of XBP Common Stock; the document-level Rule 10b5-1 checkbox is explicitly unchecked.

Does Marc Lasry directly control the XBP shares reported in this Form 4?

No. The filing states Marc Lasry does not have voting or dispositive power over XBP securities held by the Avenue funds and disclaims beneficial ownership of those securities, except to the extent of any pecuniary interest.

Who has voting and dispositive power over the Avenue funds’ XBP holdings?

For Avenue RP Opportunities Fund, L.P., Avenue Europe International Management, L.P. has sole voting and dispositive power. For Avenue Global Dislocation Opportunities Fund, L.P., Avenue Capital Management II, L.P. has sole voting and dispositive power, with various general partners disclaiming beneficial ownership beyond pecuniary interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:06 PM EDT Accepted by SEC EDGAR 09/17/2026 - 04:05 PM EDT Learn about SEC filing dates

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).

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^*

Avenue RP Opportunities Fund, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2026		P		325,319(1)	A	$2.83	981,807	I	See footnotes(2)(5)
Common Stock	09/15/2026		P		202,287(1)	A	$2.83	610,498	I	See footnotes(3)(4)(5)

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

1. Name and Address of Reporting Person^*

Avenue RP Opportunities Fund, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avenue Global Dislocation Opportunities Fund, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avenue Europe International Management, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avenue Capital Management II, L.P.

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avenue RP Opportunities Fund GenPar, LLC

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avenue Global Dislocation Opportunities GenPar, LLC

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GL RP Partners, LLC

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GL Global Dislocation Opportunities Partners, LLC

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LASRY MARC

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP,

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On September 15, 2026, each of Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P., and Avenue Global Opportunities Master Fund LP (collectively, the "Avenue Funds") acquired shares of Common Stock in a private placement by the Issuer pursuant to the terms of a Securities Purchase Agreement, dated as of September 11, 2026, by and between the Issuer and the applicable Avenue Fund, at a purchase price of $2.83 per share.

2. Held directly by Avenue RP Opportunities Fund, L.P. ("RP Opportunities Fund"). Avenue RP Opportunities Fund GenPar, LLC ("RP Opportunities GP") is the general partner of RP Opportunities Fund. GL RP Partners, LLC ("RP Partners") is the managing member of RP Opportunities GP. Avenue Europe International Management, L.P. is a registered investment adviser and is the manager ("Europe International Manager") of RP Opportunities Fund. RP Opportunities GP has delegated all management authority over securities held by RP Opportunities Fund to Europe International Manager and therefore, Europe International Manager has sole voting and dispositive power over all securities of Issuer held by RP Opportunities Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. RP Opportunities GP and RP Partners disclaim beneficial ownership of securities except to the extent of their pecuniary interest, if any, therein.

3. Held directly by Avenue Global Dislocation Opportunities Fund, L.P. ("Global Dislocation Fund"). Avenue Global Dislocation Opportunities GenPar, LLC ("Dislocation Opportunities GP") is the general partner of Global Dislocation Fund. GL Global Dislocation Opportunities Partners, LLC ("Dislocation Opportunities Partners") is the managing member of Dislocation Opportunities GP. Avenue Capital Management II, L.P. ("Capital Management II") is a registered investment adviser and is the manager of Global Dislocation Fund. Dislocation Opportunities GP has delegated all management authority over securities held by Global Dislocation Fund to Capital Management II and therefore,

4. (Continued from footnote 3) Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Dislocation Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. Dislocation Opportunities GP and Dislocation Opportunities Partners disclaim beneficial ownership of securities except to the extent of their pecuniary interest, if any, therein.

5. Marc Lasry is the managing member of RP Partners and Dislocation Opportunities Partners, and a founder of Avenue Capital Group, a global investment firm. Mr. Lasry does not have voting or dispositive power over securities held by the Funds and disclaims beneficial ownership of securities held by the Funds, except to the extent of his pecuniary interest, if any, therein.

Remarks:

Andrew Schinder is signing on behalf of Mr. Lasry pursuant to a power of attorney dated January 28, 2019, which was previously filed with the Securities and Exchange Commission as an exhibit to a Schedule 13G filed by Mr. Lasry and certain other reporting persons on October 3, 2024. Due to certain reporting restrictions including that no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 4 reporting additional transactions.

	Avenue RP Opportunities Fund, L.P., By: GL RP Partners, LLC, its Managing Member; By: Avenue RP Opportunities Fund GenPar, LLC, its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	09/17/2026
	Avenue Global Dislocation Opportunities Fund, L.P., By: Avenue Global Dislocation Opportunities GenPar, LLC, its General Partner, By: GL Global Dislocation Opportunities Partners, LLC, its Managing Member, By: /s/ Andrew Schinder, Name: Andrew Schinder, T	09/17/2026
	Avenue Europe International Management, L.P., By: Avenue Europe International Management GenPar, LLC, its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	09/17/2026
	Avenue Capital Management II, L.P., By: Avenue Capital Management II GenPar, LLC, its General Partner, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	09/17/2026
	Avenue RP Opportunities Fund GenPar, LLC, By: GL RP Partners LLC, its Managing Member, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	09/17/2026
	Avenue Global Dislocation Opportunities GenPar, LLC, By: GL Global Dislocation Opportunities Partners, LLC, its Managing Member, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	09/17/2026
	GL RP Partners, LLC, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	09/17/2026
	GL Global Dislocation Opportunities Partners, LLC, By: /s/ Andrew Schinder, Name: Andrew Schinder, Title: Attorney-in-Fact for Marc Lasry, Member	09/17/2026
	Andrew Schinder, Attorney-in-Fact for Marc Lasry	09/17/2026
	** 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.
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* Form 4: SEC 1474 (03-26)