Robert Pryor receives 205,858 RSUs at XBP Global Holdings

Rhea-AI Filing Summary

XBP Global Holdings, Inc. director Robert Pryor was issued 205,858 restricted stock units (RSUs) under the companys 2024 Stock Incentive Plan. The RSUs carry no purchase price and are scheduled to vest in full on August 1, 2026. The Form 4 reports the acquisition as a non-derivative award on September 9, 2025 and shows 205,858 shares beneficially owned by the reporting person following the transaction. The filing is signed by an attorney-in-fact on behalf of Mr. Pryor on September 11, 2025. The disclosure includes an exhibit noting a power of attorney for Robert Pryor.

Positive

• Director compensation aligns with shareholders via RSUs that vest over time, encouraging long-term commitment
• Grant fully disclosed on Form 4, including vesting date and amount, providing transparency

Negative

• Potential dilution when 205,858 RSUs vest; the filing does not state total shares outstanding or percentage impact
• Cliff vesting until August 1, 2026 offers no near-term forfeiture schedule details beyond the single vest date

Insights

Financial Analyst

TL;DR: A director received a sizeable RSU award, aligning compensation with shareholder outcomes but adding potential dilution.

The grant of 205,858 RSUs to a director is a governance and compensation event that ties the directors economic interest to the companys share performance. Because the award vests over time (full vesting on August 1, 2026), it supports retention and long-term alignment. The Form 4 reports no purchase price, indicating the award is equity-based compensation rather than a cash buy. Investors should note the increase in potential outstanding shares when the RSUs vest, which could modestly dilute existing shareholders depending on total share count; the filing does not disclose the companys total shares outstanding or percentage dilution.

Corporate Governance Expert

TL;DR: Standard director equity grant documented; appropriate to confirm plan authorization and vesting conditions.

This Form 4 documents a restricted stock unit grant under the 2024 Stock Incentive Plan with a single-date cliff vest (August 1, 2026). The filing appropriately discloses the award and ownership post-grant. For full governance assessment, reviewers need the plans authorization details, prior insider holdings, and company disclosure on dilution and award rationale, which are not included in this filing.

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
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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^*

Pryor Robert

(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	205,858	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.

Remarks:

EXIBIT 24- Power of Attorney for Robert Pryor

	/s/ Ross Dawson, Attorney- in Fact for Robert Pryor	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 did Robert Pryor acquire according to the Form 4 for XBP?

The filing reports 205,858 Restricted Stock Units (RSUs) issued to Robert Pryor under the company's 2024 Stock Incentive Plan.

When do the RSUs awarded to Robert Pryor vest?

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

What was the transaction date reported on the Form 4?

The transaction date reported is September 9, 2025 and the Form 4 was signed on September 11, 2025.

Did Robert Pryor pay for the RSUs?

No purchase price is reported; the RSUs are shown with a price of $0, indicating they are equity awards rather than bought shares.

Does the Form 4 disclose how these RSUs affect outstanding shares?

No. The filing shows the number of RSUs granted but does not provide the companys total shares outstanding or percentage dilution impact.