XBP Global chair Par Chadha reports 25.9% stake

Amended 13D shows a 25.93% stake in XBP tied to Exela and affiliates and details terms of a $6.05 million private placement with resale registration and lock-up commitments.

Rhea-AI Filing Summary

XBP Global Holdings, Inc. (XBP) received updated beneficial ownership disclosures from Exela Technologies, Inc., affiliates, and Executive Chairman Par Chadha in this amended Schedule 13D. The reporting persons together beneficially own 3,843,631 shares of XBP common stock and warrant shares, representing 25.93% of XBP common stock outstanding.

The amendment also describes a Private Placement completed on September 15, 2026, in which XBP sold 2,275,245 shares at a weighted purchase price of about $2.66 per share, for gross proceeds of about $6.05 million. An affiliate of the reporting group, HCI, LLC, purchased 204,946 shares at $2.83 per share. XBP entered into Registration Rights Agreements to register the resale of these shares and obtained lock-up agreements from officers, directors and certain stockholders restricting sales and similar transactions for a limited period after the resale registration becomes effective or the private placement closing.

Filing Explained

The completed placement increased shares outstanding and diluted existing holders; resale registration is due by September 22, 2026, with time-limited lockups.

The September 15, 2026 private placement has closed: XBP sold 2,275,245 shares for approximately $6.05 million in gross proceeds. Because the placement shares were issued, the share base increased, reducing existing holders’ percentage ownership absent offsetting changes.

The amendment reports that the reporting persons beneficially own 3,843,631 common-stock and warrant shares, representing 25.93% on a basis that includes 663,241 warrant shares against 14,156,584 outstanding common shares. A Schedule 13D amendment updates a holder’s reported stake or stated position; this filing updates the ownership report after the placement.

XBP agreed to file a resale registration statement by September 22, 2026 and to seek effectiveness as soon as practicable. That commitment is not itself evidence that the registration is effective or that the placement shares have been resold. Officers, directors and certain stockholders are subject to lockups ending on the earlier of 30 days after effectiveness or 60 days after the placement closing, subject to exceptions.

Key Figures

Beneficial ownership – Par Chadha: 3,843,631 shares (25.93%) Beneficial ownership – Exela Technologies, Inc.: 3,366,998 shares (22.72%) Private placement shares: 2,275,245 shares +5 more

8 metrics

Beneficial ownership – Par Chadha 3,843,631 shares (25.93%) Aggregate XBP common stock and warrant shares beneficially owned upon completion of the private placement

Beneficial ownership – Exela Technologies, Inc. 3,366,998 shares (22.72%) XBP common stock and warrant shares held through subsidiaries XCV-STS and GP 3XCV

Private placement shares 2,275,245 shares Aggregate XBP common stock sold in the September 2026 private placement

Private placement gross proceeds $6.05 million Aggregate gross proceeds to XBP from the sale of 2,275,245 shares

Weighted purchase price $2.66 per share Weighted purchase price for shares sold in the private placement

HCI, LLC purchase 204,946 shares at $2.83 per share Portion of the private placement purchased by HCI, LLC, an affiliate of HGM Limited

Shares outstanding 14,156,584 shares XBP common stock outstanding as of September 15, 2026, used for ownership calculations

Lock-up period Up to 60 days Ends on earlier of 30 days after resale registration effectiveness or 60 days after private placement closing

Key Terms

Private Placement, Registration Rights Agreement, beneficially own, accredited investors, +2 more

6 terms

Private Placement financial

"for the sale by XBP 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.

Registration Rights Agreement financial

"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.

beneficially own financial

"Exela beneficially owns 22.72% of XBP Common Stock"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

accredited investors financial

"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.

lock-up agreement financial

"each executed a lock-up agreement, pursuant to which each such person agreed"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

warrants financial

"and warrants in respect of 663,241 shares of XBP Common Stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

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

What ownership stake in XBP (symbol: XBP) does Par Chadha now report?

Par Chadha reports beneficial ownership of 3,843,631 shares of XBP common stock and warrant shares, representing 25.93% of XBP common stock outstanding, primarily through Exela Technologies, Inc. and its subsidiaries, plus shares held directly or indirectly by him.

How much of XBP does Exela Technologies, Inc. beneficially own?

Exela Technologies, Inc. beneficially owns 3,366,998 XBP shares and warrant shares, equal to 22.72% of XBP common stock, based on 14,156,584 shares outstanding as of September 15, 2026 and including 663,241 warrant shares.

What were the key terms of XBP’s recent private placement?

XBP sold an aggregate of 2,275,245 shares of common stock in a private placement at a weighted purchase price of about $2.66 per share, generating approximately $6.05 million in gross proceeds. The closing occurred on September 15, 2026.

How many XBP shares did HCI, LLC purchase in the private placement?

HCI, LLC, an affiliate of HGM Limited, purchased 204,946 XBP shares in the private placement at a per-share price of $2.83. Par Chadha is the Chairman of HGM and the Chairman of XBP.

What resale registration obligations did XBP undertake for the private placement shares?

Under Registration Rights Agreements, XBP agreed to file a registration statement for the 2,275,245 private placement shares no later than September 22, 2026 and to use commercially reasonable efforts to have it declared effective as soon as practicable.

What lock-up restrictions apply to XBP insiders after the private placement?

Officers, directors and certain stockholders agreed in lock-up agreements not to dispose of XBP common stock or similar securities, or enter related derivative transactions, until the earlier of 30 days after effectiveness of the resale registration or 60 days after the private placement closing.

How many XBP shares are outstanding for the ownership calculations?

Ownership percentages are calculated based on 14,156,584 shares of XBP common stock outstanding as of September 15, 2026, with warrant shares added where specified to determine beneficial ownership stakes.

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

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Available on EDGAR 09/17/2026 - 06:34 PM Accepted by SEC EDGAR 09/17/2026 - 06:34 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

XBP Global Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

98400V200

(CUSIP Number)

Par Chadha
c/o Exela Technologies, Inc.,, 1237 7th St.
Santa Monica, CA, 90401
(310) 496-3248

(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

CUSIP Number(s): 98400V200

1

Name of reporting person

Exela Technologies, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,366,998.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,366,998.00

11

Aggregate amount beneficially owned by each reporting person

3,366,998.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.72 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

Consists of 2,703,756 shares of common stock, $0.0001 par value (the "XBP Common Stock"), and warrants in respect of 663,241 shares of XBP Common Stock (the "XBP Warrant Shares") of XBP Global Holdings, Inc., a Delaware corporation ("XBP" or the "Issuer"), held by Exela Technologies, Inc. ("Exela") through its indirect, wholly owned subsidiaries, XCV-STS, LLC ("XCV-STS") and GP 3XCV LLC ("GP 3XCV"). Exela beneficially owns 22.72% of XBP Common Stock, based on 14,156,584 shares of XBP Common Stock outstanding as of September 15, 2026 and giving effect to 663,241 XBP Warrant Shares beneficially owned by Exela through XCV-STS and GP 3XCV.

SCHEDULE 13D

CUSIP Number(s): 98400V200

1

Name of reporting person

Par Chadha

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 271,687.00
8	Shared Voting Power 3,571,944.00
9	Sole Dispositive Power 271,687.00
10	Shared Dispositive Power 3,571,944.00

11

Aggregate amount beneficially owned by each reporting person

3,843,631.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.93 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of 271,687 shares of XBP Common Stock (including 5,376 restricted stock units vesting within 60 days) held directly or indirectly by Par Chadha ("Mr. Chadha"), the Executive Chairman, a director and the controlling shareholder of Exela; 3,366,998 total shares of XBP Common Stock and XBP Warrant Shares beneficially owned by Exela; and 204,946 shares of XBP Common Stock acquired in the Private Placement (as described below). Upon the completion of the Private Placement, Mr. Chadha beneficially owns, primarily through Exela, 25.93% of XBP Common Stock, based on 14,156,584 shares of XBP Common Stock outstanding as of September 15, 2026 and giving effect to 663,241 XBP Warrant Shares beneficially owned by Exela.

SCHEDULE 13D

CUSIP Number(s): 98400V200

1

Name of reporting person

XCV-STS, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 621,510.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 621,510.00

11

Aggregate amount beneficially owned by each reporting person

621,510.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.35 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

Consists of 492,652 shares of XBP Common Stock and 128,857 XBP Warrant Shares held directly by XCV-STS. XCV-STS beneficially owns 4.35% of XBP Common Stock, based on 14,156,584 shares of XBP Common Stock outstanding as of September 15, 2026 and giving effect to 128,857 XBP Warrant Shares held directly by XCV-STS.

SCHEDULE 13D

CUSIP Number(s): 98400V200

1

Name of reporting person

GP 3XCV LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,745,487.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,745,487.00

11

Aggregate amount beneficially owned by each reporting person

2,745,487.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.69 %

14

Type of Reporting Person (See Instructions)

HC, OO

Comment for Type of Reporting Person:

Consists of 2,211,103 shares of XBP Common Stock and 534,384 XBP Warrant Shares held directly by GP 3XCV. GP 3XCV beneficially owns 18.69% of XBP Common Stock, based on 14,156,584 shares of XBP Common Stock outstanding as of September 15, 2026 and giving effect to 534,384 XBP Warrant Shares held directly by GP 3XCV.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: XBP Global Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 6641 N. BELT LINE ROAD, SUITE 100, IRVING, TEXAS , 75063.
Item 1 Comment: This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on August 5, 2025 (the "Original Schedule 13D") by Mr. Chadha, XCV-STS and GP 3XCV (collectively, the "Reporting Persons") relating to their beneficial ownership of shares of XBP Common Stock. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented with the following: On September 11, 2026, XBP entered into securities purchase agreements (the "Purchase Agreements") with certain accredited investors (the "Purchasers"), for the sale by XBP in a private placement (the "Private Placement") of an aggregate of 2,275,245 shares of XBP Common Stock (the "Shares"), at a weighted purchase price of approximately $2.66 per share, for aggregate gross proceeds to XBP of approximately $6.05 million. HCI, LLC ("HCI"), an affiliate of HGM Limited ("HGM"), participated as a Purchaser in the Private Placement, purchasing 204,946 Shares at a per share price of $2.83. Mr. Chadha is the Chairman of HGM and the Chairman of XBP. The closing of the Private Placement occurred on September 15, 2026. On September 11, 2026, in connection with the Purchase Agreements, XBP entered into Registration Rights Agreements with the Purchasers (each, a "Registration Rights Agreement" and collectively, the "Registration Rights Agreements"). The Registration Rights Agreements provide, among other things, that XBP will file with the SEC a registration statement registering the resale of the Shares no later than September 22, 2026. XBP agreed to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. In connection with the Private Placement, the officers, directors and certain stockholders of XBP each executed a lock-up agreement, pursuant to which each such person agreed, without the prior written consent of the placement agent and subject to certain exceptions, not to (i) directly or indirectly, offer for sale, sell, pledge or otherwise dispose of any shares of XBP Common Stock (including shares of XBP Common Stock that may be deemed to be beneficially owned or hereafter acquired) or securities convertible into or exercisable or exchangeable for XBP Common Stock, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of XBP Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period ending on the earlier of (a) the 30th day following the date on which XBP's registration statement registering for resale the Shares issued in the Private Placement has been declared effective by the SEC or (b) the 60th day following the closing of the Private Placement. The foregoing descriptions of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements or forms thereof, the forms of which are filed as Exhibit 99.6 and Exhibit 99.7 hereto, respectively, and incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented with the information in Item 3 responsive hereto, which is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: The information set forth in Item 3 of this Schedule 13D is hereby incorporated into this Item 5 by reference. The Reporting Persons beneficially own an aggregate of 3,843,631 shares of XBP Common Stock and XBP Warrant Shares, which represent 25.93% of the outstanding shares of XBP Common Stock, as determined and described in the cover pages of this Schedule 13D.
(b)	Item 5(a) is hereby amended and restated as follows: The Reporting Persons have sole or shared power to vote and sole or shared power to dispose of an aggregate of 3,843,631 shares of XBP Common Stock and XBP Warrant Shares, as determined and described in the cover pages of this Schedule 13D.
(c)	As described in Item 3 of this Schedule 13D.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented with the information contained in Item 3 responsive hereto, which is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by adding the following: Exhibit 99.5* Joint Filing Agreement dated September 17, 2026 by and among the Reporting Persons. Exhibit 99.6 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206). Exhibit 99.7 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206). * Filed herewith

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exela Technologies, Inc.

Signature:	/s/ Par Chadha
Name/Title:	Par Chadha/Executive Chairman
Date:	09/17/2026

Par Chadha

Signature:	/s/ Par Chadha
Name/Title:	Par Chadha
Date:	09/17/2026

XCV-STS, LLC

Signature:	/s/ Par Chadha
Name/Title:	Par Chadha/Manager of ETI-MNA, LLC its manager
Date:	09/17/2026

GP 3XCV LLC

Signature:	/s/ Par Chadha
Name/Title:	Par Chadha/Manager of ETI-MNA, LLC its manager
Date:	09/17/2026