[Form 4] XBP Europe Holdings, Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Reporting person Par Chadha disclosed an open-market purchase of 100,000 shares of XBP Global Holdings common stock at a weighted average price of $0.6028 (individual trade prices ranged $0.5474–$0.651,328,288, 1,128,972, and a corrected balance of 27,037,562 shares. The filing also reports a warrant exercisable into 6,632,418 shares with a $4.98 exercise price expiring in 2030.

Positive

• Purchased 100,000 shares showing continued insider participation in the market
• Disclosure corrected prior clerical error to accurately reflect 27,037,562 shares
• Form indicates a 10b5-1 plan, which documents an intended trading plan for affirmative defense purposes

Negative

• Large concentration of indirect ownership (27,037,562 shares plus 6,632,418-share warrant) may imply significant insider control
• Warrant exercise price ($4.98) is substantially above the reported purchase price, indicating potential dilution if exercised at higher valuations

Insights

Securities Analyst

TL;DR: Insider bought a modest block of shares while retaining large indirect stake and substantial warrants, showing concentrated insider exposure.

The 100,000-share purchase at a weighted average of $0.6028 is a routine open-market acquisition but is small relative to the large indirect holdings disclosed. The filing clarifies ownership through controlled entities and corrects a prior clerical error to reflect 27,037,562 shares. The outstanding warrant for 6,632,418 shares at $4.98 indicates future dilution potential if exercised. Overall, the transaction is informational with limited near-term market impact due to the small purchase size versus total holdings.

Corporate Governance Expert

TL;DR: Disclosure improves transparency; corrected ownership figures are material to understanding insider control and potential governance influence.

The form appropriately discloses an affirmative-rule 10b5-1 plan indicator and a corrected beneficial ownership figure, which is important for shareholders assessing insider control. The presence of large indirect holdings across multiple entities and extensive warrants underscores significant insider influence and possible future equity issuance if warrants are exercised. The clerical correction increases clarity but also highlights the need for precise insider reporting.

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).

X

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^*

CHADHA PAR

(Last) (First) (Middle)

8550 WEST DESERT INN ROAD, SUITE 102-452

(Street)

LAS VEGAS NV 89117

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		A		100,000	A	$0.6028(1)	1,328,288	I	(see footnote)(2)
Common Stock, par value $0.0001 per share								1,128,972	I	(see footnote)(2)
Common Stock, par value $0.0001 per share								27,037,562	I	(see footnote)(3)

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
Warrant to Purchase Common Stock	$4.98							07/29/2025	07/29/2030	Common Stock	6,632,418		6,632,418	I	(see footnote)(2)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares of common stock, $0.0001 par value (the "Common Stock"), were purchased in multiple transactions at prices ranging from $0.5474 to $0.65, inclusive. The reporting person undertakes to provide to XBP Global Holdings, Inc. ("XBP"), any security holder of XBP, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The reporting person disclaims beneficial ownership of any shares of Common Stock reported herein except to the extent of his pecuniary interest therein.

2. Reflects shares of Common Stock and warrants to purchase shares of Common Stock held by certain entities controlled by the reporting person.

3. Reflects 27,037,562 shares of Common Stock already beneficially owned (as corrected from 22,011,036, which reflected a clerical error).

	/s/ Par Chadha	08/19/2025
	** 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 Par Chadha report for XBP (XBPEW)?

Par Chadha reported acquiring 100,000 shares of XBP common stock at a weighted average price of $0.6028.

How many shares does the filing show Par Chadha beneficially owns?

The filing reports indirect beneficial holdings including 1,328,288, 1,128,972, and a corrected balance of 27,037,562 shares.

Are there any derivative securities disclosed by the reporting person?

Yes. A warrant exercisable into 6,632,418 shares with a $4.98 exercise price expiring in 2030 is reported.

Did the filing correct any prior errors?

Yes. Footnote notes a clerical correction increasing the previously reported 22,011,036 figure to 27,037,562 shares.

Does the form indicate a trading plan under Rule 10b5-1?

Yes. The filer checked the box indicating the transaction was made pursuant to a 10b5-1 plan.