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XBP Global: Marc Lasry reports 12.8% stake

Avenue Capital-affiliated funds disclose a 12.8% beneficial stake in XBP and detail participation in a $6.05 million private placement completed on September 15, 2026.

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

XBP Global Holdings, Inc. is the subject of an amended Schedule 13D filing by investment funds affiliated with Avenue Capital Group, led by Marc Lasry, reporting their beneficial ownership and participation in a recent equity financing.

The company completed a private placement of 2,275,245 shares of common stock on September 15, 2026 at a weighted purchase price of approximately $2.66 per share, for aggregate gross proceeds of about $6.05 million. Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P. and Avenue Global Opportunities Master Fund LP purchased 600,000 shares in total at $2.83 per share, while the remaining shares were sold at $2.55 per share. Based on 14,156,584 shares outstanding as of September 15, 2026, Marc Lasry is reported as beneficially owning 1,810,789 shares, or 12.8% of XBP’s common stock through various Avenue-related entities. XBP entered into Registration Rights Agreements committing to file a resale registration statement for the new shares by September 22, 2026 and to use commercially reasonable efforts to have it declared effective as soon as practicable.

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Private placement shares 2,275,245 shares Common stock sold by XBP in a private placement completed September 15, 2026
Private placement gross proceeds $6.05 million Aggregate gross proceeds to XBP from the private placement
Weighted purchase price $2.66 per share Weighted purchase price of XBP common stock in the private placement
Avenue funds purchase price $2.83 per share Price paid by Avenue Capital-affiliated funds in the private placement
Other purchasers’ price $2.55 per share Price for the remainder of shares sold to other purchasers
Shares outstanding 14,156,584 shares XBP common stock outstanding as of September 15, 2026 used for ownership calculations
Marc Lasry beneficial ownership 1,810,789 shares (12.8%) Beneficial ownership of XBP common stock reported through Avenue-related entities
Avenue RP Opportunities Fund stake 981,807 shares (6.9%) Beneficial ownership of XBP common stock by Avenue RP Opportunities Fund, L.P.
Schedule 13D regulatory
"If the filing person has previously filed a statement on Schedule 13D"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
beneficially owned financial
"Number of Shares Beneficially Owned by Each Reporting Person With"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Private Placement financial
"for the sale by the Issuer in a private placement (the "Private Placement")"
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.
accredited investors regulatory
"securities purchase agreements ... with certain accredited investors (the "Purchasers")"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Registration Rights Agreement regulatory
"the Issuer entered into Registration Rights Agreements with the Purchasers"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
registration statement regulatory
"file with the SEC a registration statement registering the resale of the Shares"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

FAQ

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

What stake in XBP does Marc Lasry beneficially own according to this Schedule 13D/A?

The filing reports that Marc Lasry beneficially owns 1,810,789 shares of XBP Global Holdings, Inc. common stock, representing 12.8% of the class, through various Avenue Capital Group-related entities, based on 14,156,584 shares outstanding as of September 15, 2026.

How many XBP shares were sold in the September 2026 private placement and at what price?

XBP sold an aggregate of 2,275,245 shares of common stock in a private placement at a weighted purchase price of approximately $2.66 per share, for aggregate gross proceeds of about $6.05 million, with different per-share prices for Avenue funds and other investors.

How many XBP shares did Avenue Capital-affiliated funds buy in the private placement?

Avenue RP Opportunities Fund, L.P., Avenue Global Dislocation Opportunities Fund, L.P. and Avenue Global Opportunities Master Fund LP purchased 600,000 shares of XBP common stock in the aggregate in the private placement, all at a per share price of $2.83.

What were the two per-share prices used in XBP’s September 2026 private placement?

Avenue Capital-affiliated funds bought XBP common stock at $2.83 per share, described as the consolidated closing bid price immediately preceding entry into the private placement. The remainder of the shares sold to other purchasers were priced at $2.55 per share.

What is XBP Global Holdings, Inc.’s shares outstanding figure used in this filing?

The filing states that the percentage ownership calculations are based on 14,156,584 shares of XBP Global Holdings, Inc. common stock outstanding as of September 15, 2026, based on information provided by the issuer to the reporting persons.

What ownership does Avenue RP Opportunities Fund, L.P. report in XBP?

Avenue RP Opportunities Fund, L.P. reports beneficial ownership of 981,807 shares of XBP common stock, representing 6.9% of the class, with Avenue Europe International Management, L.P. having sole voting and dispositive power over these securities, subject to its pecuniary interest.

What registration commitment did XBP make for the private placement shares?

In Registration Rights Agreements dated September 11, 2026, XBP agreed to file with the SEC a registration statement to register the resale of the private placement shares no later than September 22, 2026 and to use commercially reasonable efforts to have it declared effective as soon as practicable.

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

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98400V101

(CUSIP Number)
Andrew Schinder
11 West 42nd Street, 9th Floor,
New York, NY, 10036
(212) 878-3520

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
09/15/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 981,807 shares of common stock held directly by the Reporting Person. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 610,498 shares of common stock held directly by the Reporting Person. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Aggregate amount owned includes 218,484 shares of common stock held directly by the Reporting Person. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Avenue Europe International Management, L.P. is a registered investment adviser and is the manager ("Europe International Manager") of Avenue RP Opportunities Fund, L.P. ("RP Opportunities Fund"). The general partner of RP Opportunities Fund has delegated all management authority 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. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Avenue Capital Management II, L.P. is a registered investment adviser and is the manager ("Capital Management II") of Avenue Global Dislocation Opportunities Fund, L.P. ("Global Dislocation Fund") and Avenue Global Opportunities Master Fund, LP ("Global Opportunities Fund", and with RP Opportunities Fund, Global Dislocation Fund, the "Funds"). The general partner of each of Global Dislocation Fund and Global Opportunities Fund has delegated all management authority to Capital Management II and therefore, Capital Management II has sole voting and dispositive power over all securities of Issuer held by Global Dislocation Fund and Global Opportunities Fund, but disclaims beneficial ownership thereof except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Avenue RP Opportunities Fund GenPar, LLC ("RP Opportunities GP") is the general partner of RP Opportunities Fund. RP Opportunities has delegated voting and dispositive power over securities held by RP Opportunities Fund to Europe International Manager and disclaims beneficial ownership of securities held by RP Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Avenue Global Dislocation Opportunities GenPar, LLC ("Dislocation Opportunities GP") is the general partner of Global Dislocation Fund. Dislocation Opportunities GP has delegated voting and dispositive power over securities held by Global Dislocation Fund to Capital Management II and disclaims beneficial ownership of securities held by Global Dislocation Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Avenue Global Opportunities GenPar Holdings Ltd ("Global Opportunities GP") is the general partner of Global Opportunities Fund. Global Opportunities GP has delegated voting and dispositive power over securities held by Global Opportunities Fund to Capital Management II and disclaims beneficial ownership of securities held by Global Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) GL RP Partners, LLC ("RP Partners") is the managing member of RP Opportunities GP. RP Partners has no voting or dispositive power over securities held by RP Opportunities Fund and disclaims beneficial ownership of securities held by RP Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) GL Global Dislocation Opportunities Partners, LLC ("Dislocation Opportunities Partners") is the managing member of Dislocation Opportunities GP. Dislocation Opportunities Partners has no voting or dispositive power over securities held by Global Dislocation Fund and disclaims beneficial ownership of securities held by Global Dislocation Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Avenue Global Opportunities GenPar, LLC ("Opportunities GenPar") is the sole shareholder of Global Opportunities GP. Opportunities GenPar has no voting or dispositive power over securities held by Global Opportunities Fund and disclaims beneficial ownership of securities held by Global Opportunities Fund, except to the extent of its pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Marc Lasry is the beneficial owner of RP Partners, Dislocation Opportunities Partners, and Global Opportunities GP. Mr. Lasry disclaims beneficial ownership of securities held by the Funds, except to the extent of his pecuniary interest, if any, therein. (2) Percent of class is based on 14,156,584 shares of Issuer's common stock outstanding as of September 15, 2026, based on information provided by the Issuer to the Reporting Persons.


SCHEDULE 13D


Avenue RP Opportunities Fund, L.P.
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member, GL RP Partners, LLC, Managing Member, Avenue RP Opportunities Fund GenPar, LLC, General Partner
Date:09/17/2026
Avenue Global Dislocation Opportunities Fund, L.P.
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member, Dislocation Opportunities Partners, Managing Member, Dislocation Opportunities GP, General Partner
Date:09/17/2026
Avenue Global Opportunities Master Fund LP
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member, Avenue Global Opportunities GenPar Holdings Ltd, General Partner
Date:09/17/2026
Avenue Europe International Management, L.P.
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member, Avenue Europe International Management GenPar, LLC, General Partner
Date:09/17/2026
Avenue Capital Management II, L.P.
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member, Avenue Capital Management II GenPar, LLC, General Partner
Date:09/17/2026
Avenue RP Opportunities Fund GenPar, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member, GL RP Partners LLC, Managing Member
Date:09/17/2026
Avenue Global Dislocation Opportunities GenPar, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member, GL Global Dislocation Opportunities Partners, LLC, Managing Member
Date:09/17/2026
Avenue Global Opportunities GenPar Holdings Ltd
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member
Date:09/17/2026
GL RP Partners, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member
Date:09/17/2026
GL Global Dislocation Opportunities Partners, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member
Date:09/17/2026
Avenue Global Opportunities GenPar, LLC
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry, Member
Date:09/17/2026
Marc Lasry
Signature:/s/ Andrew Schinder
Name/Title:Andrew Schinder POA for Marc Lasry
Date:09/17/2026
Comments accompanying signature:
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 SEC as an exhibit to a Schedule 13G filed by Mr. Lasry and certain other reporting persons on October 3, 2024.

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