Form 8-K

8-K — XBP Global Holdings, Inc.

Accession: 0001104659-26-036517

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0001839530

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — xbp-20260330x8k.htm (Primary)

EX-99.1 (xbp-20260330xex99d1.htm)

GRAPHIC (xbp-20260330xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: xbp-20260330x8k.htm · Sequence: 1

XBP Global Holdings, Inc._March 30, 2026

0001839530false0001839530xbp:RedeemableWarrantsMember2026-03-302026-03-300001839530us-gaap:CommonStockMember2026-03-302026-03-3000018395302026-03-302026-03-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026

XBP Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40206

85-2002883

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

6641 N. Belt Line Road, Suite 100

Irving, Texas

75063

(Address of principal executive offices)

(Zip Code)

(844) 935-2832

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

XBP

The Nasdaq Capital Market

Redeemable warrants, each ten warrants exercisable for one share of common stock at an exercise price of $115.00

XBPEW

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On March 30, 2026, XBP Global Holdings, Inc. (the “Company”) issued a press release reporting financial results for the quarter and year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.

Description

99.1

Press Release dated March 30, 2026, announcing the fourth quarter and full year 2025 results

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 30, 2026

XBP GLOBAL HOLDINGS, INC.

By:

/s/ Dejan Avramovic

Dejan Avramovic

Chief Financial Officer

EX-99.1

Filename: xbp-20260330xex99d1.htm · Sequence: 2

Exhibit 99.1

XBP Global Holdings, Inc. Reports Fourth Quarter and Full Year 2025 Financial Results

March 30, 2026

IRVING, TX, March 30, 2026 (GLOBE NEWSWIRE) – XBP Global Holdings, Inc. (“XBP Global” or “the Company”) (NASDAQ: XBP), a multinational technology and services company orchestrating mission-critical systems that enable hyper-automation and digital transformation, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2025.

Following the transformative acquisition of Exela Technologies BPA, LLC (“BPA”) in July 2025, the Company is reporting results that reflect a significant transition period. To provide a clearer view of the combined business’s performance, the Company has included pro forma metrics alongside reported GAAP results, with reconciliations to the most comparable GAAP metrics in this release, where applicable. Reported results exclude the results of our European operations (“XBP Europe”) until July 31, 2025 and treat BPA as the accounting acquirer. Thus, reported results for the full year 2025 include the historical results of BPA and are not comparable to previous annual earnings results presented by the Company.

Full Year 2025 Highlights

● Reported revenue1 totaled $791.0 million, a decline of 9.4% year-over-year

● Gross margin on a reported basis was 21.7%, a 10 basis point increase year-over-year

● Combined Pro Forma Revenue2 totaled $879.6 million, a decline of 13.6% year-over-year

● Pro Forma Gross Margin2 was 21.9%, a 30 basis point increase year-over-year

● GAAP net income of $1.1 billion, compared to a Net Loss of $215.2 million the prior year

● Pro Forma Normalized EBITDA2,3 of $90.2 million, a decrease of 13.7% year-over-year

● Closed $297.8 million of Total Contract Value (“TCV”5), including $163.8 million of new TCV

Fourth Quarter 2025 Highlights

● Revenue totaled $207.0 million, a decline of 15.1% year-over-year on a pro forma basis4

● Gross margin was 22.7%, a 110 basis point increase year-over-year on a pro forma basis4

● Pro Forma Normalized EBITDA3 of $19.2 million, a decrease of 35.0% year-over-year4

● Closed $60.2 million of new TCV, a 53.2% increase year-over-year and 68.4% above the previous four quarter average4,5

● Closed $34.8 million of new ACV, a 37.7% increase year-over-year and 46.7% above the previous four quarter average4,5

“2025 was a defining year of transition for XBP Global, as we successfully acquired Exela Technologies BPA and repositioned the new company as XBP Global,” said Andrej Jonovic, Chief Executive Officer of XBP Global. “While our financial results reflect expected revenue adjustments as we addressed legacy performance trends in the acquired business, we have been laser-focused on stabilizing the portfolio and laying the groundwork for a return to growth.

“We have strategically invested in our sales leadership and ramped up our client outreach initiatives to win back business and new client relationships. Additionally, through our focused rollout of AI across functions, we are unlocking significant operating leverage and driving gross margin expansion throughout the business. We enter 2026 with an enhanced suite of agentic AI-driven solutions which will enable more clients to transition from labor-intensive, reactive workflows to orchestrated, exception-driven workflows.”

Full Year 2025 Segment Results:

As Reported

As Reported Revenue (in $'000)

As Reported Gross Margin

FY 2025

FY 2024

Y/Y (%)

FY 2025

FY 2024

Y/Y (bps)

Applied Workflow Automation

723,211

816,447

-11.4

17.9

18.5

-60 bps

Technology

67,831

56,243

20.6

62.5

67.1

-460 bps

Total As Reported

791,042

872,690

-9.4

21.7

21.6

+10 bps

Pro Forma

Pro Forma Revenue (in $'000)

Pro Forma Gross Margin

FY 2025

FY 2024

Y/Y (%)

FY 2025

FY 2024

Y/Y (bps)

Applied Workflow Automation

788,563

920,464

-14.3

17.4

17.5

-10 bps

Technology

91,038

97,154

-6.3

60.6

61.3

-70 bps

Total Pro Forma

879,600

1,017,618

-13.6

21.9

21.6

+30 bps

Fourth Quarter 2025 Segment Results6:

Revenue (in $'000)

Gross Margin

Q4 2025

Q4 20244

Y/Y (%)

Q4 2025

Q4 20244

Y/Y (bps)

Applied Workflow Automation

185,234

218,286

-15.1

18.4

17.0

+140 bps

Technology

21,740

25,464

-14.6

59.1

60.6

-150 bps

Total

206,974

243,750

-15.1

22.7

21.6

+110 bps

Below are the notes referenced above:

(1)

Reported results exclude XBP Europe until July 31, 2025 and treat BPA as the accounting acquirer. Thus, reported results are not comparable to previous annual earnings results presented by the Company.

(2)

Financial results are presented on an unaudited pro forma basis, as if the acquisition of BPA had been consummated on January 1, 2024.

(3)

Normalized EBITDA is a non-GAAP measure. A reconciliation of non-GAAP measures is attached to this release.

(4)

Pro forma results reflect the combined company as if the BPA acquisition had occurred on January 1, 2024, and include adjustments to provide period-to-period comparability where the reported results exclude XBP Europe until July 31, 2025.

(5)

Total Contract Value (“TCV”) represents the initial estimated revenue related to contracts signed in the period without regard for early termination or revenue recognition rules. Changes to contracts and scope are treated as TCV only to the extent of the incremental new value. New TCV represents TCV attributable to expansion and new scope for existing clients, as well as TCV attributable to new clients. Annual contract value (“ACV”) represents the annualized value of the TCV, calculated by dividing the TCV of each individual contract by its respective duration in years.

(6)

Presented on a pro forma basis for the combined company, as if the acquisition of BPA had been consummated on January 1, 2024

Earnings Call and Supplemental Investor Presentation

The Company will host a live conference call at 5:00 pm Eastern Time on March 31, 2026, accompanied by a live webcast. Hosting the call will be Andrej Jonovic, Chief Executive Officer, and Dejan Avramovic, Chief Financial Officer.

Participant Call-In Registration: Participants who wish to join the conference by telephone must register using the following dial-in registration link to receive the dial-in number and a personalized PIN code that will be required to access the call: https://register-conf.media-server.com/register/BI8754ccb3a592449193b50ac393727563.

Participant Live Webcast Registration: To access the live webcast, please visit https://edge.media-server.com/mmc/p/p2mcrcec or XBP Global’s Investor Relations website at https://investors.xbpglobal.com/.

Rebroadcast: Following the live webcast, a replay will be available on XBP Global’s Investor Relations website.

An investor presentation relating to our fourth quarter and full year 2025 performance will be available at https://investors.xbpglobal.com.

About Pro Forma Financial Information

This press release includes certain pro forma financial information, which is presented for informational purposes only and is not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Pro forma results are presented on an unaudited basis as if the acquisition of BPA had been consummated on January 1, 2024, regardless of the actual closing date.

For financial reporting purposes, BPA is treated as the accounting acquirer, and results exclude XBP Europe until July 31, 2025. As a result, reported results for periods prior to July 31, 2025 are not comparable to previous annual earnings results presented by the Company.

Pro forma financial information is intended to provide investors with a clearer understanding of the underlying performance and trends of the combined business by illustrating the impact of the acquisition on historical results. These results are designed to facilitate period-to-period comparisons and enhance transparency into ongoing operations.

Pro forma information is based on certain assumptions and adjustments, including the elimination of intercompany transactions, acquisition-related costs, and the alignment of accounting policies, as described in the accompanying tables and footnotes. This information is unaudited and does not purport to represent what actual results would have been had the acquisition occurred at the dates indicated, nor does it project future results.

Pro forma financial information should be read in conjunction with historical financial statements, related notes, and the pro forma adjustments and explanatory notes included in this release.

About Non-GAAP Financial Measures

This press release also includes certain non-GAAP financial measures, including EBITDA, Normalized EBITDA, and Pro Forma Normalized EBITDA, which are not prepared in accordance with GAAP.

These measures provide investors with additional insight into financial performance, results of operations, and liquidity, and help facilitate comparisons of underlying business trends across periods. Management uses these measures to evaluate performance consistently by excluding the effects of capital structure (such as varying debt levels, interest expense, and transaction costs from acquisitions).

We define EBITDA as net income (loss), plus taxes, interest expense, and depreciation and amortization. We define Normalized EBITDA as EBITDA plus non-recurring transaction costs, non-cash equity compensation, restructuring and related expenses, loss/(gain) on sale of assets, impairment of goodwill and other non-recurring items such as reorganization items. We define Pro Forma Normalized EBITDA as Normalized EBITDA plus management’s estimates of the impact of the accounting acquisition of XBP Europe and reorganization of BPA, had such transactions occurred at the beginning of the earliest period presented. Non-GAAP financial measures should not be considered in isolation or as alternatives to liquidity or financial measures determined in accordance with GAAP. A limitation of these measures is that they exclude significant expenses and income required by GAAP to be recorded in the financial statements. In addition, the determination of which items to exclude or include involves management judgment, and these measures may not be comparable to similarly titled measures reported by other companies.

These measures are not required to be uniformly applied, are unaudited, and should not be considered in isolation or as substitutes for results prepared in accordance with GAAP, and their presentation may not be comparable to similar measures used by other companies. Net loss is the GAAP measure most directly comparable to the non-GAAP measures presented here. For a reconciliation of the comparable GAAP measures to these non-GAAP financial measures, see the schedules attached to this release.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements include financial forecasts, projections, and other statements about future operations, financial position, business strategy, market opportunities, and trends. Forward-looking statements can often be identified by terms such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast,” or similar expressions. All forward-looking statements are based on estimates, forecasts, and assumptions that are inherently uncertain and subject to risks and factors that could cause actual results to differ materially. These include, but are not limited to: (1) risks related to the acquisition and related restructuring, including the inability to realize anticipated benefits, disruptions to operations, and costs associated with the acquisition; (2) legal proceedings; (3) failure to maintain compliance with Nasdaq listing standards; (4) competition and market conditions; (5) economic, geopolitical, and regulatory changes; (6) challenges in retaining clients, employees, and suppliers; and (7) other risks detailed in the Company’s filings with the SEC, including the “Risk Factors” section of its Annual Report on Form 10-K for 2025. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date made. XBP Global undertakes no obligation to update these statements, except as required by law. There is no assurance that XBP Global or its subsidiaries will achieve the results projected in these statements.

About XBP Global

XBP Global is a multinational technology and services company powering intelligent workflows for organizations worldwide. With a presence in 20 countries and approximately 10,600 employees, XBP Global partners with over 2,000 clients, including many of the Fortune 100, to orchestrate mission-critical systems that enable hyper-automation.

Our proprietary platforms, agentic AI-driven automation, and deep domain expertise across industries and the public and private sectors enable our clients to entrust us with their most impactful digital transformations and workflows. By combining innovation with execution excellence, XBP Global helps businesses reimagine how they work, transact, and unlock value.

For more news, commentary, and industry perspectives, visit: https://www.xbpglobal.com/

And please follow us on social:

X: https://X.com/XBPglobal

LinkedIn: https://www.linkedin.com/company/xbpglobal/

The information posted on XBP Global’s website and/or via its social media accounts may be deemed material to investors. Accordingly, investors, media and others interested in XBP Global should monitor XBP Global’s website and its social media accounts in addition to XBP Global’s press releases, SEC filings and public conference calls and webcasts.

Investor Relations: David Shamis, investors@xbpglobal.com | Media Queries: Srushti Rao, press@xbpglobal.com

XBP Global Holdings, Inc. and Subsidiaries

Consolidated and Combined Balance Sheets

As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor)

(in thousands of United States dollars except share and per share amounts)

Successor

Predecessor

Consolidated

Combined and

Consolidated

December 31,

2025

2024

Assets

Current assets

Cash and cash equivalents

37,113

11,635

Restricted cash

31,553

52,432

Accounts receivable, net of allowance for credit losses of $5,660 and $3,279, respectively

130,281

18,663

Related party receivables and prepaid expenses

736

12,105

Inventories, net

11,365

7,204

Prepaid expenses and other current assets

28,699

22,358

Total current assets

239,747

124,397

Property, plant and equipment, net of accumulated depreciation of $11,094 and $193,946, respectively

82,956

45,106

Operating lease right-of-use assets, net

30,339

30,543

Goodwill

189,881

39,718

Intangible assets, net

344,080

132,842

Other noncurrent assets

15,094

17,815

Total assets

902,097

390,421

Liabilities and Stockholders’ Equity (Deficit)

Liabilities

Current liabilities

Current portion of long-term debt

34,334

1,433,484

Accounts payable

55,700

42,602

Related party payables

5,343

3,383

Income tax payable

6,158

5,682

Accrued liabilities

47,101

44,898

Accrued compensation and benefits

56,314

68,179

Accrued interest

13,685

80,039

Customer deposits

21,691

19,900

Deferred revenue

11,881

6,583

Obligation for claim payment

55,632

70,805

Current portion of finance lease liabilities

4,390

5,441

Current portion of operating lease liabilities

9,814

9,210

Total current liabilities

322,043

1,790,206

Long-term debt, net of current maturities

353,267

1,468

Finance lease liabilities, net of current portion

6,857

6,381

Net defined benefit liability

6,241

1,041

Deferred income tax liabilities

52,595

13,118

Long-term income tax liabilities

10,554

8,285

Operating lease liabilities, net of current portion

22,530

23,907

Other long-term liabilities

40,671

2,803

Total liabilities

814,758

1,847,209

Commitments and Contingencies (Note 16)

Stockholders’ Equity (Deficit)

Successor's common stock, par value of $0.0001 per share; 400,000,000 shares authorized; 11,755,434 shares issued and outstanding as of December 31, 2025

—

Successor's preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; none issued and outstanding as of December 31, 2025

—

Additional paid in capital

437,995

—

Accumulated deficit

(351,123)

—

Predecessor’s net parent investment

—

(1,449,634)

Accumulated other comprehensive loss:

Foreign currency translation adjustment

(1,263)

(7,154)

Unrealized pension actuarial gains, net of tax

1,718

—

Total accumulated other comprehensive profit (loss)

455

(7,154)

Total stockholder’s equity (deficit)

87,339

(1,456,788)

Total liabilities and stockholder’s equity (deficit)

902,097

390,421

XBP Global Holdings, Inc. and Subsidiaries

Consolidated and Combined Statements of Operations

For the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor)

(in thousands of United States dollars except share and per share amounts)

Successor

Predecessor

Consolidated

Combined and Consolidated

Period from

August 1, 2025

through

December 31,

Period from January

1, 2025 through

July 31,

Year Ended

December 31,

2025

2024

Revenue

358,821

429,187

867,109

Related party revenue

560

2,474

5,581

Cost of revenue (exclusive of depreciation and amortization)

279,391

339,981

683,924

Selling, general and administrative expenses (exclusive of depreciation and amortization)

49,669

53,946

124,440

Depreciation and amortization

26,225

22,313

50,307

Impairment of goodwill

320,292

—

108,489

Related party expense, net

5,386

5,750

10,971

Operating profit (loss)

(321,582)

9,671

(105,441)

Other expense (income), net:

Interest expense, net

24,237

75,226

101,939

Debt modification and extinguishment costs, net

—

121

363

Sundry expense (income), net

274

1,644

(2,087)

Other income, net

(1,596)

(28)

(515)

Loss before reorganization items and income taxes

(344,497)

(67,292)

(205,141)

Reorganization items

1,615

(1,557,825)

—

Profit (loss) before income taxes

(346,112)

1,490,533

(205,141)

Income tax expense

5,011

35,875

10,009

Net profit (loss)

(351,123)

1,454,658

(215,150)

Net loss per common share

Basic and diluted

(29.88)

XBP Global Holdings, Inc. and Subsidiaries

Condensed Consolidated and Combined Statements of Cash Flows

For the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor)

(in thousands of United States dollars except share and per share amounts)

Successor

Predecessor

Consolidated

Combined and Consolidated

Period from

August 1, 2025

Period from January 1,

through

2025 through

Year Ended

December 31,

July 31,

December 31,

2025

2024

Cash flows from operating activities

Net profit (loss)

(351,123)

1,454,658

(215,150)

Adjustments to reconcile net profit (loss) to cash provided by (used in) operating activities

Depreciation and amortization

26,225

22,313

50,307

Original issue discount, debt premium and debt issuance cost amortization

3,336

(14,595)

(65,910)

Reorganization items

—

(1,626,790)

—

Interest on BR Exar AR Facility

—

(2,399)

(5,226)

Debt modification and extinguishment loss (gain), net

—

121

363

Impairment of goodwill

320,292

—

108,489

Provision for credit losses

2,007

(278)

18,094

Deferred income tax provision

389

36,396

939

Equity-based compensation expense

886

204

1,599

Unrealized foreign currency (gain) loss

849

(659)

(364)

Loss (gain) on sale of assets

2,395

1,967

(96)

Fair value adjustment for private warrants liability

—

Paid-in-kind interest

—

28,848

86,688

Change in operating assets and liabilities, net of effect from acquisitions

Accounts receivable

12,053

(93,713)

6,076

Prepaid expenses and other current assets

5,975

(2,203)

2,397

Accounts payable and accrued liabilities

(9,017)

30,172

33,097

Related party receivables (payables)

4,002

6,134

2,354

Additions to outsourced contract costs

(43)

(118)

(390)

Net cash provided by (used in) operating activities

18,232

(159,942)

23,267

Cash flows from investing activities

Net cash received from acquisition (Refer Note 5)

—

1,485

—

Purchase of property, plant and equipment

(5,802)

(3,081)

(6,294)

Additions to internally developed software

(1,451)

(1,067)

(3,160)

Proceeds from sale of assets

917

(27)

2,966

Net cash used in investing activities

(6,336)

(2,690)

(6,488)

Cash flows from financing activities

Cash paid for debt issuance costs

(1,770)

(3,719)

(533)

Principal payments on finance lease obligations

(1,670)

(3,360)

(6,573)

Borrowings from other loans

10,951

3,785

14,751

Proceeds from Issuance of July 2030 Notes

3,520

—

Proceeds from Revolving Credit Facility

—

18,000

—

Proceeds from Super Senior Term Loan

—

40,000

—

Proceeds from ABL Facility

46,900

58,903

—

Repayments on ABL Facility

(28,800)

—

Repayment of Second Lien Note

(3,750)

(5,975)

(6,000)

Proceeds from DIP New Money Loans

—

80,000

—

Borrowing under BR Exar AR Facility

17,000

23,775

59,349

Repayments under BR Exar AR Facility

(23,025)

(23,397)

(52,262)

Principal repayments on senior secured term loans and other loans

(6,247)

(42,748)

(11,488)

Net cash provided by (used in) financing activities

13,109

145,264

(2,756)

Effect of exchange rates on cash, restricted cash and cash equivalents

(234)

(2,804)

(3,451)

Net increase (decrease) in cash, restricted cash and cash equivalents

24,771

(20,172)

10,572

Cash, restricted cash and cash equivalents

Beginning of period

43,895

64,067

53,495

End of period

68,666

43,895

64,067

Supplemental cash flow data:

Income tax payments, net of refunds received

2,949

2,897

3,590

Interest paid

7,652

10,077

74,820

Cash paid for reorganization items

—

68,965

—

Noncash investing and financing activities:

Assets acquired through right-of-use arrangements

3,373

11,444

22,768

Waiver and consent fee payable added to outstanding balance of Senior Secured Term Loan

—

1,000

Promissory note issued for assets acquisition

—

2,371

Common stock issued for the Business Combination

—

32,328

—

Common stock issued to settle liabilities subject to compromise

—

407,363

—

Issuance of July 2030 Notes for settlement of the DIP Facility

—

175,000

—

Conversion of DIP Facility into Super Senior Term Loan

—

6,000

—

Accrued capital expenditures

105

180

1,310

Reconciliation of Revenue and Gross Profit As Reported to Combined Pro Forma Revenue and Gross Profit for the Twelve Months Ended December 31, 2025

(in thousands of United States dollars)

(Unaudited)

FY 2025

FY 2024

As Reported Revenue

791,042

872,690

Intercompany Eliminations

(2,596)

(5,908)

Revenue Adjustment for XBP Europe

91,154

150,836

Pro Forma Revenue

879,600

1,017,618

As Reported Cost of Revenue

619,372

683,924

Intercompany Eliminations

(186)

Cost of Revenue Adjustment for XBP Europe

68,079

113,396

Pro Forma Cost of Revenue

687,265

797,320

As Reported Gross Profit

171,670

188,766

Intercompany Eliminations

(2,410)

(5,908)

Gross Profit Adjustment for XBP Europe

23,075

37,440

Pro Forma Gross Profit

192,335

220,298

Reconciliation of Net Income to Pro Forma Normalized EBITDA for the Twelve Months Ended December 31, 2025

(in thousands of United States dollars)

(Unaudited)

Three Months Ended

Twelve Months Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Net income (loss)

(45,286)

(134,987)

1,103,535

(227,294)

XBP Europe Net Loss

(13,360)

Pro Forma Net Income (Loss)

(45,286)

(134,987)

1,090,175

(227,294)

Income tax expense

1,641

773

42,191

12,920

Interest expense (income), net

14,529

28,287

104,034

108,406

Depreciation and amortization

17,084

12,493

50,134

54,022

Pro Forma EBITDA

(12,032)

(93,434)

1,286,534

(51,946)

Impairment of goodwill

24,492

108,144

320,292

108,574

Network outage related insurance claim

(5,300)

(3,535)

(5,300)

(7,085)

Transaction and integration costs (1)

3,302

685

10,820

5,999

Office closure cost

2,980

—

2,980

—

Loss (gain) on sale of assets (2)

2,205

462

4,362

(97)

Optimization and restructuring expenses (3)

1,093

6,894

7,067

10,645

Severance

1,077

1,656

6,075

3,431

Foreign exchange losses, net

(1,004)

504

2,520

Reorganization items

784

—

(1,556,210)

—

Non-cash equity compensation (4)

628

834

5,395

3,211

Adjustments to reserve for general unsecured claims

599

—

599

—

Restructuring and related expenses

399

—

399

—

EBITDA from Previously Discontinued Operations (5)

1,533

3,007

4,796

Changes in fair value of warrant liability

(3)

(5)

(43)

DMR Related write-off

—

1,209

—

Payroll tax penalties

—

1,673

2,789

4,293

Debt modification and extinguishment costs (gain), net

—

106

121

363

Employee litigation matter

—

205

—

1,129

Other charges including non-cash

—

Bad Debt

—

1,411

—

16,117

China Dissolution

—

1,258

—

1,742

Out-of-Period adjustments

—

1,183

—

793

Pro Forma Normalized EBITDA

19,238

29,582

90,167

104,442

(1)

Represents one-time costs associated with restructuring, including professional and legal fees

(2)

Represents a loss/(gain) recognized on the disposal of property, plant, and equipment and other assets

(3)

Represents the annualized run-rate cost savings from optimization and restructuring initiatives implemented during the period. These adjustments reflect the impact as if such cost savings had been realized for the entire period presented.

(4)

Represents non-cash charges related to stock-based compensation

(5)

Represents loss related to discontinued operations

Source: XBP Global Holdings, Inc.

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XBP Global Holdings, Inc.

Entity Incorporation, State or Country Code

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Entity Address, Address Line One

6641 N. Belt Line Road

Entity Address, Address Line Two

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