[8-K] XBP Europe Holdings, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Health Catalyst, Inc. (NASDAQ: HCAT) reported the results of its July 9, 2025 Annual Meeting on Form 8-K. A quorum of 53,125,841 shares (76.3% of the 69,601,233 shares outstanding) was present. All four proposals on the ballot passed with solid majorities.

• Board elections: Class III directors Duncan Gallagher and Dr. Jill Hoggard Green were re-elected for three-year terms ending in 2028. Support levels differed markedly: Gallagher received 37.1 million ‘for’ votes (79.8% support) versus 9.4 million withheld, while Dr. Hoggard Green secured 45.3 million ‘for’ votes (97.4% support).
• Auditor ratification: Ernst & Young LLP was ratified as independent auditor for FY 2025 with 53.1 million ‘for’ votes (99.9% support).
• Say-on-pay: Compensation of named executive officers was approved with 45.0 million ‘for’ votes (96.7% support).
• Governance reform: Shareholders backed an advisory resolution (99.2% support) asking the board to initiate action to declassify itself, signaling a strong preference for annual director elections.

No other material transactions, financial results or strategic announcements were disclosed in this filing. The outcome strengthens the company’s corporate governance profile, though the relatively higher dissent (20.2%) against Mr. Gallagher suggests targeted shareholder concerns. Overall, the filing is routine and is unlikely to move the stock materially absent further action on declassification.

Positive

• 99.2% shareholder approval for initiating board declassification, a step toward stronger corporate governance
• Near-unanimous (99.9%) ratification of Ernst & Young as auditor, indicating confidence in financial reporting integrity
• High 96.7% support for executive compensation, suggesting alignment between management pay and shareholder interests

Negative

• 20.2% of votes withheld from director Duncan Gallagher, signaling notable shareholder dissatisfaction with this individual board member

Insights

Corporate Governance Expert

TL;DR: All proposals passed; overwhelming support for declassification improves governance, though 20% dissent for one director signals specific investor concern.

The most consequential item is the 99% vote urging the board to declassify itself. If implemented, this would transition HCAT to annual director elections, aligning with best-practice governance and enhancing board accountability. Auditor ratification and say-on-pay both cleared with near-unanimous support, suggesting comfort with financial oversight and compensation structures. The lone red flag is Duncan Gallagher’s 20% withheld vote—well above typical mid-single-digit dissent—which could prompt engagement on performance or independence issues. Because the filing contains no operational or financial data, the immediate market impact is neutral, yet follow-through on declassification could incrementally improve HCAT’s ESG profile and valuation multiples.

Portfolio Manager

TL;DR: Routine AGM results; high governance support, minimal financial implications—stock impact expected to be negligible.

From a portfolio perspective, the 8-K is largely housekeeping. All management-supported resolutions passed comfortably, removing headline risk. The strong mandate to declassify the board is positive for long-term governance but does not alter near-term cash flows or guidance. Divergent support for the two directors is worth monitoring but unlikely to affect strategic execution. With no earnings data or outlook changes, I classify the filing as non-impactful to valuation or trading stance.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 3, 2025

XBP Europe Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40206		85-2002883
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2701 East Grauwyler Road Irving, Texas		75061
(Address of principal executive offices)		(Zip Code)

(844) 935-2832

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		XBP		The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50		XBPEW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

On July 3, 2025, a subsidiary of XBP Europe Holdings, Inc. (“XBP” or the “Company”) entered into a Membership Interest Purchase Agreement (the “MIPA”) to acquire Exela Technologies BPA, LLC, together with its subsidiaries (collectively, the “BPA Group”). The BPA Group is currently owned by Exela Technologies, Inc. (“ETI”), XBP’s indirect parent.  Pursuant to the MIPA, XBP will acquire the BPA Group, which comprises ETI’s American and Asian operating businesses, for nominal consideration of $1.00. The consideration reflects the encumbered nature of the BPA Group’s assets and the fact that it is the subject of ongoing Chapter 11 bankruptcy proceedings (the “Chapter 11 Cases”).

The closing of the transaction is subject to conditions, including the entry of an order by the applicable bankruptcy court and the contribution and distribution of certain entities, all of which must occur on or before July 14, 2025. In addition, if the BPA Group does not emerge from Chapter 11 by August 7, 2025, the parties to the MIPA have agreed to rescind the transaction, unless an extension is agreed. The MIPA also provides for the potential restructuring of the transaction to optimize tax efficiency, subject to applicable law and provided that the economic benefits to XBP remain substantially unchanged.

Also on July 3, 2025, XBP entered into a Transaction Support Agreement with the debtors in the Chapter 11 Cases (the “Debtors”). Under this agreement, XBP and the Debtors have agreed to support and undertake all commercially reasonable actions necessary to facilitate the restructuring contemplated by the Debtors’ Plan of Reorganization filed in the Chapter 11 Cases (the “Plan”), including, among other things, obtaining shareholder approvals required for and then issuing shares of XBP common stock in satisfaction of certain claims against the Debtors, as described in the Plan.

The Plan embodies a comprehensive settlement among the Debtors, an ad hoc group of holders of the Debtors’ 11.5% secured notes due 2026, ETI, certain non-debtor subsidiaries of ETI, and the official committee of unsecured creditors appointed in the Chapter 11 Cases. The Bankruptcy Court has confirmed the Plan, and the material terms of the contemplated restructuring are detailed in the Plan.

Copies of the MIPA and the Transaction Support Agreement are filed as exhibits to this Current Report on Form 8-K. The foregoing description is qualified in its entirety by reference to the full text of such agreements.

Additional information regarding the Debtors and the Chapter 11 Cases is available on the Debtors’ restructuring website at https://cases.omniagentsolutions.com/?clientId=3734. The information on that website is provided for convenience only and shall not be deemed incorporated by reference into, or otherwise made part of, this or any other filing with the Securities and Exchange Commission.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the anticipated acquisition of the BPA Group, the outcome of the Chapter 11 proceedings, the satisfaction of closing conditions, the implementation of the Plan of Reorganization, the issuance of shares of XBP common stock, and other future events or developments. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, among others, the ability of the parties to complete the transactions described herein on the anticipated terms and timeline, the outcome of the bankruptcy process, receipt of required approvals, satisfaction of closing conditions, and other factors identified in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1	​	Membership Interest Purchase Agreement dated July 3, 2025
10.2	​	Transaction Support Agreement July 3, 2025
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 10, 2025

​	XBP EUROPE HOLDINGS, INC.
​	​	​
​	By:	/s/ Dejan Avramovic
​	​	Dejan Avramovic
​	​	Chief Financial Officer

FAQ

How many Health Catalyst (HCAT) shares were represented at the 2025 annual meeting?

A total of 53,125,841 shares, or 76.3% of shares outstanding, were present or represented by proxy.

Did Health Catalyst shareholders approve declassifying the board of directors?

Yes, 99.2% of votes cast supported the advisory proposal for the board to initiate declassification.

Which directors were re-elected at Health Catalyst’s 2025 AGM?

Class III directors Duncan Gallagher and Dr. Jill Hoggard Green were re-elected for terms expiring in 2028.

What level of support did Health Catalyst’s say-on-pay resolution receive?

The compensation of named executive officers received 96.7% shareholder support.

Who will audit Health Catalyst’s 2025 financial statements?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm.