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

Rhea-AI Filing Summary

Randal T. Klein, a director, reported the purchase of 150,000 shares of XBP Global Holdings, Inc. common stock on 08/18/2025. The Form 4 shows the transaction coded as a purchase (Code P) at a weighted-average price of $0.5355 per share, with the reported execution prices ranging from $0.5050 to $0.5500. After these purchases Mr. Klein beneficially owns 150,000 shares directly, according to the form. The filing includes a disclosure that Mr. Klein is an employee of Avenue Capital Management II, L.P. or an affiliate and that Avenue and certain affiliates may be deemed to beneficially own issuer securities, while Mr. Klein expressly disclaims any beneficial ownership that may be attributed to those entities.

Positive

• Director purchase disclosed: 150,000 shares were acquired, which is explicitly reported and dated 08/18/2025.
• Complete pricing disclosure: Weighted-average price $0.5355 with detailed price range $0.5050 to $0.5500 noted in footnote.

Negative

• Potential attribution ambiguity: Filing states Avenue and affiliates may be deemed beneficial owners and Mr. Klein disclaims beneficial ownership of any shares attributed to those entities.
• No context on materiality: Filing does not state total outstanding shares or percentage ownership to assess transaction impact.

Insights

Financial Analyst

TL;DR: Director purchased 150,000 shares at a weighted average $0.5355; ownership now 150,000 shares.

The purchase is a straightforward insider acquisition reported under Section 16. The weighted-average price and the disclosed price range indicate multiple executions. For investors, director purchases can signal confidence, but the filing also notes possible overlapping beneficial ownership by Avenue affiliates, which complicates attribution of intent to Mr. Klein personally. The transaction size and price are explicit; the filing does not provide additional context such as total outstanding shares or timing rationale.

Corporate Governance Expert

TL;DR: Disclosure is compliant and clear on purchase details and relationship to Avenue; beneficial ownership attribution is specifically disclaimed.

The Form 4 properly reports the transaction date, code (P), share count, and weighted-average price, and includes the required explanatory footnote about the price range. The disclosure that Mr. Klein is an Avenue employee and that Avenue affiliates may be deemed beneficial owners is important for governance transparency; the express disclaimer by Mr. Klein helps delineate personal versus affiliate ownership. No amendments or additional derivative positions are reported.

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^*

Klein Randal T

(Last) (First) (Middle)

C/O AVENUE CAPITAL GROUP

11 WEST 42ND STREET, 9TH FLOOR

(Street)

NEW YORK NY 10036

(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)
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	08/18/2025		P		150,000	A	$0.5355(1)	150,000	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. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $0.5050 to $0.5500, inclusive. The reporting person undertakes to provide XBP Global Holdings, Inc., any security holder of XBP Global Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.

Remarks:

Mr. Klein is an employee of Avenue Capital Management II, L.P. ("Avenue") or one of its affiliates. Avenue and certain of its affiliates may be deemed to beneficially own securities of the Issuer. Mr. Klein expressly disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by Avenue or its affiliates.

	/s/ Randal T. Klein	08/18/2025
	** 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.
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FAQ

What did the Form 4 filed for XBPEW report on 08/18/2025?

The Form 4 reports that Randal T. Klein purchased 150,000 shares of XBP Global Holdings, Inc. common stock on 08/18/2025 at a weighted-average price of $0.5355 per share.

How much did Randal T. Klein pay per share for the XBPEW purchase?

The filing shows a weighted-average price of $0.5355 per share, with individual trade prices ranging from $0.5050 to $0.5500.

What is Randal T. Klein's relationship to XBP (XBPEW)?

The Form 4 indicates Mr. Klein is a Director of the issuer.

Does the Form 4 disclose any involvement of investment firm affiliates?

Yes. The filing states Mr. Klein is an employee of Avenue Capital Management II, L.P. or an affiliate and that Avenue and certain affiliates may be deemed to beneficially own issuer securities; Mr. Klein disclaims beneficial ownership of any such affiliate-held securities.

How many shares does Mr. Klein beneficially own after the reported transaction?

The Form 4 reports 150,000 shares beneficially owned following the transaction.