XBP Director Receives 205,858 RSUs; Vesting Aug 1, 2026

Rhea-AI Filing Summary

James Reynolds, a director of XBP Global Holdings, Inc., was granted 205,858 restricted stock units (RSUs) on 09/09/2025 at a $0 price. The RSUs are scheduled to vest in full on August 1, 2026. After the grant, the reporting person beneficially owns 440,715 shares. The Form 4 was signed by an attorney-in-fact on 09/11/2025. The filing shows this transaction was reported as an acquisition of common stock units under the company plan and does not report any cash purchase price.

Positive

• Alignment with shareholders: The RSUs vest over time (full vesting on August 1, 2026), which aligns the director's incentives with long-term company performance
• No cash outlay required: The award was reported at a $0 price, indicating equity compensation rather than a cash purchase

Negative

• Potential dilution: Issuance of 205,858 RSUs will increase share count upon settlement, but the filing does not provide total shares outstanding to assess magnitude
• Limited disclosure on terms: The Form 4 does not include details on settlement mechanics or tax withholding treatment, so investors cannot fully assess timing or net share impact

Insights

Financial Analyst

TL;DR: Director received 205,858 RSUs, increasing beneficial ownership to 440,715; routine equity compensation with time-based vesting.

The 205,858 RSU award is a standard time-based compensation grant recorded as an acquisition at $0, which will dilute outstanding shares when vested and settled. The full vesting date of August 1, 2026 provides a clear timeline for potential dilution and aligns the director's interests with long-term share performance. Without company market capitalization or total shares outstanding in this filing, the percentage dilution and dollar value cannot be determined from the document alone.

Corporate Governance Expert

TL;DR: Grant appears to be routine director equity compensation with a standard vesting schedule and no immediate cash consideration.

This Form 4 discloses a time-vesting RSU grant to a director, consistent with typical governance practices to align board members with shareholder outcomes. The full vesting date is stated and there are no derivative instruments or accelerated vesting events disclosed. The filing was executed by an attorney-in-fact, which is a common administrative practice and does not alter substantive disclosure.

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^*

Reynolds James

(Last) (First) (Middle)

C/O XBP GLOBAL HOLDINGS, INC.

6641 N. BELT LINE ROAD, SUITE 100

(Street)

IRVING TX 75063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XBP Global Holdings, Inc. [ XBP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, par value $0.0001 per share	09/09/2025		A		205,858(1)	A	$0	440,715	D

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

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") issued to the Reporting Person under the Company's 2024 Stock Incentive Plan, as amended. The RSUs are scheduled to vest in full on August 1, 2026.

	/s/ Dejan Avramovic, Attorney-in-Fact for James Reynolds	09/11/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did James Reynolds report on Form 4 for XBP?

The Form 4 reports the acquisition of 205,858 RSUs on 09/09/2025, increasing beneficial ownership to 440,715 shares.

When do the RSUs granted to James Reynolds vest?

The RSUs are scheduled to vest in full on August 1, 2026.

How much did James Reynolds pay for the RSUs?

The transaction is reported with a $0 price, indicating no cash purchase price was paid in this filing.

Who filed the Form 4 signature on behalf of James Reynolds?

The Form 4 was signed by Dejan Avramovic, Attorney-in-Fact for James Reynolds on 09/11/2025.

Does the Form 4 disclose any derivative securities for James Reynolds?

No. Table II for derivative securities contains no reported derivative transactions in this filing.