XBP Schedule 13D/A: Lutnick Exits; Ownership Drops to 0

Rhea-AI Filing Summary

XBP Global Holdings, Inc. Schedule 13D Amendment No. 4B states that Howard W. Lutnick has completed the divestiture of his interests in Cantor Fitzgerald entities and no longer holds or controls any shares of the issuer. The sale was completed on 10/06/2025, and the amendment confirms Mr. Lutnick now has zero voting and dispositive power and does not beneficially own more than 5% of the outstanding common stock.

The filing removes Mr. Lutnick as a reporting person and updates Item 5 to show 0 shares for sole and shared voting and dispositive power. The amendment references prior Schedule 13D filings and states this is a final amendment to reflect his divestiture tied to his appointment as U.S. Secretary of Commerce.

Positive

• Divestiture completed on 10/06/2025, clarifying ownership status
• Reporting obligations satisfied by filing a final amendment to remove a reporting person

Negative

• Loss of a previously disclosed stakeholder who ceased to beneficially own > 5 of shares
• Potential shift in shareholder alignment as Mr. Lutnick no longer holds voting or dispositive power

Insights

Corporate Governance Expert

Longstanding stakeholder exited; reporting role ended.

The amendment records that Howard W. Lutnick completed a divestiture of his interests in Cantor Fitzgerald entities on 10/06/2025, resulting in no beneficial ownership and termination of his status as a reporting person. This formalizes a governance change where a previously disclosed insider no longer has voting or dispositive influence over the company.

Dependence and risk: the issuer loses an identified stakeholder above a 5 threshold, which can alter perceived insider alignment with shareholders and may change future shareholder dynamics in the near term. Monitor any subsequent Schedule 13D/G filings from remaining parties for shifts in ownership or control activity during the next several weeks.

Regulatory Compliance Specialist

Filing closes the loop on required disclosure after divestiture.

The Schedule 13D amendment explicitly updates Items 1, 4 and 5 to reflect the completed sale and demonstrates compliance with disclosure obligations tied to changes in beneficial ownership. The document cites prior amendments and states this is a final amendment for Mr. Lutnick.

Practical implication: corporate records and the issuer's public ownership profile should now reflect the removal of Mr. Lutnick as a >5% beneficial owner as of 10/06/2025. Watch for any confirming amendments from CFAC, Cantor, CFGM or other related filers within normal SEC filing windows.

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Accepted by SEC EDGAR 10/06/2025 - 05:15 PM Learn about SEC filing dates

FAQ

What did the Schedule 13D/A filed for XBP (XBP) report?

The amendment reports that Howard W. Lutnick completed a divestiture and, as of 10/06/2025, does not beneficially own any common stock and has zero voting and dispositive power.

When did Howard W. Lutnick cease to be a >5% beneficial owner of XBP?

The filing states the sale was completed on 10/06/2025, and as of that date he ceased to be a beneficial owner of more than 5 of outstanding common stock.

Does this amendment change other parties' reported ownership in XBP?

This amendment is filed solely by Howard W. Lutnick to reflect his zero ownership; it does not amend the holdings of CFAC, Cantor, or CFGM in this filing. Related filers may file separate amendments if their positions change.

Why was this divestiture completed according to the filing?

The filing states the divestiture was completed in connection with Mr. Lutnick's appointment as U.S. Secretary of Commerce.

Is this the final amendment for Howard W. Lutnick's Schedule 13D disclosure?

Yes, the document describes this as a final amendment to reflect his zero ownership and cessation as a reporting person.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

XBP Global Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

98400V101

(CUSIP Number)

Brandon Lutnick
110 East 59th Street,
New York, NY, 10022
212-938-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/06/2025

(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).

SCHEDULE 13D

CUSIP No. 98400V101

1

Name of reporting person

LUTNICK HOWARD W

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)

AF

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 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

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

13

Percent of class represented by amount in Row (11)

0.00 %

14

Type of Reporting Person (See Instructions)

IN

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: 2701 East Grauwyler Road, Irving, TEXAS , 75061.
Item 1 Comment: This Amendment No. 4B (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on March 26, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on December 1, 2023 ("Amendment No. 1), Amendment No. 2 to the Original Schedule 13D filed with the SEC on March 14, 2024 ("Amendment No. 2"), and Amendment No. 3 to the Original Schedule 13D filed with the SEC on November 21, 2024 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the "Prior Schedule 13D"), by CFAC Holdings VIII, LLC, a Delaware limited liability company ("CFAC"), Cantor Fitzgerald, L.P., a Delaware limited partnership ("Cantor"), CF Group Management, Inc., a New York corporation ("CFGM") and Howard W. Lutnick, and Amendment No. 4A to the Original Schedule 13D, dated October 6, 2025, filed by CFAC, Cantor, CFGM and Brandon G. Lutnick, relating to their beneficial ownership of shares of common stock, par value $0.0001 per share ("Common Stock"), in XBP Global Holdings, Inc. (the "Issuer"). Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Prior Schedule 13D. This Amendment No. 4B is being filed solely by Howard W. Lutnick to indicate that he no longer has any voting or dispositive power of the securities of the Issuer and therefore shall cease to be a Reporting Person.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented with the following: Completion of Howard W. Lutnick Divestiture Mr. Howard W. Lutnick, the U.S. Secretary of Commerce and in his capacity as trustee of a trust, has completed his previously announced divestiture of his holdings in Cantor and CFGM in connection with his appointment as the U.S. Secretary of Commerce. The sale of such interests was completed on October 6, 2025, and as a result, Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer and is filing this Amendment as a final amendment to reflect his zero ownership.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated as follows: As of October 6, 2025, Mr. Howard Lutnick does not beneficially own shares of Common Stock.
(b)	Number of shares of Common Stock beneficially owned as to which Howard W. Lutnick has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 0 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose of or to direct the disposition: 0
(c)	See Item 4 of this Amendment and of Amendment No. 4A, which are each incorporated by reference herein.
(d)	Not applicable.
(e)	As of October 6, 2025, Mr. Howard W. Lutnick ceased to be a beneficial owner of more than 5% of the outstanding shares of Common Stock.

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.

LUTNICK HOWARD W

Signature:	/s/ Howard W. Lutnick
Name/Title:	Howard W. Lutnick
Date:	10/06/2025