XBP Global (XBPEW) Director RSU Grant and 6.63M Warrants Disclosed

Rhea-AI Filing Summary

Reporting person: Par Chadha, a director of XBP Global Holdings, Inc. (symbol XBPEW). On 09/09/2025 Mr. Chadha was granted 205,858 RSUs under the companys 2024 Stock Incentive Plan; those RSUs are scheduled to vest in full on August 1, 2026. The filing reports multiple indirect holdings controlled by the reporting person, including reported beneficial ownership figures of 1,534,146, 1,128,972, and 27,037,562 shares of common stock held by entities the reporting person controls. The filing also discloses warrants to purchase 6,632,418 shares exercisable at $4.98 expiring 07/29/2030. The Form is signed and dated 09/11/2025.

Positive

• Director alignment: Grant of 205,858 RSUs aligns the reporting persons interests with shareholders through vesting on 08/01/2026.
• Transparency: Filing discloses substantial indirect holdings and warrants, providing clear insider ownership information.
• Long-term incentives: Warrants exercisable at $4.98 through 07/29/2030 create potential long-term equity participation.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received RSUs; substantial indirect holdings and long-dated warrants are disclosed, impacting insider alignment but not immediate liquidity.

The Form 4 documents a non-cash grant of 205,858 RSUs to a director that vest on 08/01/2026, aligning management incentives with shareholders on a multi-year horizon. Significant indirect holdings are reported across multiple entity lines, and warrants for 6,632,418 shares at $4.98 extend to 07/29/2030, representing potential future equity dilution if exercised. The transaction date is 09/09/2025; the form is signed 09/11/2025. This is a routine insider compensation and ownership disclosure with limited immediate market impact.

Corporate Governance Expert

TL;DR: Grant of RSUs to a director and disclosure of large indirect holdings indicate governance alignment and concentrated insider ownership.

The reporting highlights director compensation via equity-based awards (RSUs) under the 2024 plan, vesting in 2026, which is a standard governance practice to retain and align leadership. The filing shows multiple blocks of indirect beneficial ownership reported separately, and long-dated warrants outstanding, which are relevant for shareholder voting power and future capitalization. No amendments or corrective disclosures accompany this Form 4.

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

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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^*

CHADHA PAR

(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	1,534,146	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)(2)

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. 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.

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

	/s/ Par Chadha	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 Par Chadha report on Form 4 for XBPEW?

The Form 4 reports a grant of 205,858 RSUs on 09/09/2025 that vest on 08/01/2026, plus disclosure of indirect holdings and warrants.

How many warrants does the Form 4 disclose and what is the exercise price?

The filing discloses warrants to purchase 6,632,418 shares with an exercise price of $4.98, expiring on 07/29/2030.

When will the RSUs granted to the director vest?

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

Does the Form 4 show direct or indirect ownership?

The filing reports indirect beneficial ownership for multiple holdings and the warrants, with specific figures listed in the Form 4.

What is the transaction date and signature date on the Form 4?

Transaction date is 09/09/2025; the Form is signed and dated 09/11/2025.