Form 8-K

8-K — XBP Global Holdings, Inc.

Accession: 0001104659-26-095954

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001839530

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — xbp-20260813x8k.htm (Primary)

EX-99.1 (xbp-20260813xex99d1.htm)

GRAPHIC (xbp-20260813xex99d1001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: xbp-20260813x8k.htm · Sequence: 1

XBP Global Holdings, Inc._August 13, 2026

0001839530false0001839530xbp:RedeemableWarrantsMember2026-08-132026-08-130001839530us-gaap:CommonStockMember2026-08-132026-08-1300018395302026-08-132026-08-13

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): August 13, 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 August 13, 2026, XBP Global Holdings, Inc. (the “Company”) issued a press release reporting financial results for the quarter ended June 30, 2026. 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 August 13, 2026, announcing Second Quarter 2026 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: August 13, 2026

XBP GLOBAL HOLDINGS, INC.

By:

/s/ Dejan Avramovic

Dejan Avramovic

Chief Financial Officer

EX-99.1

Filename: xbp-20260813xex99d1.htm · Sequence: 2

Exhibit 99.1

XBP Global Holdings, Inc. Reports Second Quarter 2026 Financial Results

August 13, 2026

IRVING, TX, August 13, 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 quarter ended June 30, 2026.

Second Quarter 2026 Highlights

• Revenue totaled $191.3 million, a decline of 14.0% year-over-year on a pro forma basis1

• Gross margin of 21.5%, an 80 basis point increase year-over-year on a pro forma basis

• Record adjusted gross margin2 of 24.9%, a 290 basis point increase year-over-year on a pro forma basis1

• Net loss of $16.7 million

• Normalized EBITDA2 of $21.9 million, representing an 8.4% increase year-over-year on a pro forma basis1

• Closed $121.3 million of total TCV, representing a 51.6% increase year-over-year and 41.9% above the trailing four-quarter average1,3

• Closed $36.0 million of new ACV, representing a 57.0% increase year-over-year and 39.3% above the trailing four-quarter average1,3

• The Company now expects to achieve $65 to $75 million in annualized operational efficiencies resulting from Company-wide AI led automation efforts, an increase from the previous target of $55 to $60 million, with an expected 2026 in-year benefit of approximately $35 million.

"Our second quarter results reflect a clear step-up in profitability, with Normalized EBITDA of $21.9 million and adjusted gross margin of 24.9%, our highest level to date," said Andrej Jonovic, Chief Executive Officer of XBP Global. “The improvement reflects both a favorable revenue mix in the quarter and the impact of our AI-first automation strategy. The latter is particularly important because automation-driven efficiencies compound over time, and the progress we have made allows us to raise our annualized efficiency target to $65 to $75 million, up from our prior target of $55 to $60 million, with approximately $35 million expected to be realized during calendar year 2026."

"On the commercial side, we closed $121.3 million of total contract value in the quarter, split fairly evenly between new and renewal revenue. New bookings increased year-over-year and sequentially, and our late-stage pipeline continues to strengthen. Demand remains strongest where organizations require secure, on-premise automation solutions with strict data sovereignty and human oversight requirements, particularly in healthcare, though timing on public sector contracts remains volatile. Our priorities for the balance of the year remain unchanged: continue strengthening and converting the pipeline while advancing our AI-driven automation initiatives and structural margin improvement efforts. The Company has engaged a financial advisor in connection with the previously announced strategic alternatives."

Below are the notes referenced above:

(1) Pro forma results reflect the combined company as if the July 2025 acquisition of Exela Technologies BPA, LLC (together with its subsidiaries and certain affiliates “BPA”) had occurred on January 1, 2025, and include adjustments to provide period-to-period comparability where the reported results exclude the results of XBP Europe Holdings, Inc. (as it existed prior to such acquisition, “XBP Europe”) until July 31, 2025.

(2) Adjusted Gross Margin and Normalized EBITDA are non-GAAP measures. A reconciliation of non-GAAP measures is attached to this release.

(3) 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.

Earnings Call and Supplemental Investor Presentation

The Company will host a live conference call at 5:00 pm Eastern Time on August 13, 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/BI96e42402195a4ebaa3e543bd987a20f0.

Participant Live Webcast Registration: To access the live webcast, please visit https://edge.media-server.com/mmc/p/qzjqc7fx 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 second quarter 2026 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, 2025, 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, Pro Forma Normalized EBITDA, and Adjusted Gross Margin which are not prepared in accordance with GAAP.

Management believes these non-GAAP measures are useful supplemental measures; however, investors are encouraged to review the Company’s GAAP results and not rely on any single financial measure.

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. We define Adjusted Gross Margin as GAAP gross profit, adjusted to exclude severance, restructuring and related expenses, and discontinued operations, expressed as a percentage of total revenue. Management believes that Adjusted Gross Margin provides useful supplemental information to investors regarding the underlying operational performance of our business, facilitates period-over-period comparisons of core operating efficiency, and aligns with the metrics management uses to evaluate performance and allocate resources.

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 requires the application of management judgement, 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 9,200 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: investors@xbpglobal.com | Media Queries: press@xbpglobal.com

XBP Global Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

As of June 30, 2026 (Successor) and December 31, 2025 (Successor)

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

Successor

Consolidated

June 30,

2026

(Unaudited)

December 31,

2025

Assets

Current assets

Cash and cash equivalents

18,579

37,113

Restricted cash

9,380

31,553

Accounts receivable, net of allowance for credit losses of $3,826 and $5,660, respectively

129,417

130,281

Related party receivables and prepaid expenses

980

736

Inventories, net

11,204

11,365

Assets held for sale

2,340

—

Prepaid expenses and other current assets

24,876

28,699

Total current assets

196,776

239,747

Property, plant and equipment, net of accumulated depreciation of $19,155 and $11,094, respectively

72,504

82,956

Operating lease right-of-use assets, net

26,386

30,339

Goodwill

189,881

Intangible assets, net

325,628

344,080

Other noncurrent assets

16,594

15,094

Total assets

827,769

902,097

Liabilities and Stockholders' Equity

Liabilities

Current liabilities

Current portion of long-term debt

25,266

34,334

Accounts payable

64,493

55,700

Related party payables

3,748

5,343

Income tax payable

5,848

6,158

Accrued liabilities

50,729

47,101

Accrued compensation and benefits

58,075

56,314

Accrued interest

9,803

13,685

Customer deposits

18,354

21,691

Deferred revenue

13,285

11,881

Obligation for claim payment

44,086

55,632

Current portion of finance lease liabilities

4,147

4,390

Current portion of operating lease liabilities

10,104

9,814

Total current liabilities

307,938

322,043

Long-term debt, net of current maturities

347,642

353,267

Finance lease liabilities, net of current portion

5,252

6,857

Net defined benefit liability

7,611

6,241

Deferred income tax liabilities

47,527

52,595

Long-term income tax liabilities

9,395

10,554

Operating lease liabilities, net of current portion

18,369

22,530

Other long-term liabilities

37,571

40,671

Total liabilities

781,305

814,758

Commitments and Contingencies (Note 9)

Stockholders' Equity

Common stock, par value of $0.0001 per share; 400,000,000 shares authorized; 11,778,409 shares issued and outstanding as of June 30, 2026 and 11,755,434 shares issued and outstanding as of December 31, 2025

Preferred stock, par value of $0.0001 per share; 20,000,000 shares authorized; none issued and outstanding as of June 30, 2026 and December 31, 2025

—

Additional paid in capital

438,912

437,995

Accumulated deficit

(394,589)

(351,123)

Accumulated other comprehensive profit:

Foreign currency translation adjustment

534

(1,263)

Unrealized pension actuarial gains, net of tax

1,595

1,718

Total accumulated other comprehensive profit

2,129

455

Total stockholders' equity

46,464

87,339

Total liabilities and stockholders' equity

827,769

902,097

XBP Global Holdings, Inc. and Subsidiaries

Condensed Consolidated and Combined Statements of Operations

For the three and six months ended June 30, 2026 (Successor) and June 30, 2025 (Predecessor)

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

(Unaudited)

Successor

Predecessor

Consolidated

Combined and Consolidated

Three Months

Ended

June 30,

Six Months

Ended

June 30,

Three Months

Ended

June 30,

Six Months

Ended

June 30,

2026

2025

Revenue

191,311

388,396

182,164

372,660

Related party revenue

—

548

2,032

Cost of revenue (exclusive of depreciation and amortization)

150,155

302,052

145,052

295,697

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

27,936

70,751

20,719

42,980

Depreciation and amortization

15,268

30,117

8,582

19,120

Related party expense, net

1,674

4,280

2,793

5,346

Operating profit (loss)

(3,722)

(18,804)

5,566

11,549

Other expense (income), net:

Interest expense, net

13,890

27,959

46,942

70,721

Debt modification and extinguishment costs, net

—

121

Sundry expense, net

1,409

1,017

693

2,005

Other income, net

(561)

(1,122)

(25)

(48)

Loss before reorganization items and income taxes

(18,460)

(46,658)

(42,056)

(61,250)

Reorganization items, net

—

22,505

(38,340)

Loss before income taxes

(18,460)

(46,658)

(64,561)

(22,910)

Income tax expense (benefit)

(1,756)

(3,191)

500

2,528

Net Loss

(16,704)

(43,467)

(65,061)

(25,438)

Net loss per common share

Basic and diluted

(1.42)

(3.69)

XBP Global Holdings, Inc. and Subsidiaries

Condensed Consolidated and Combined Statements of Cash Flows

For the six months ended June 30, 2026 (Successor) and June 30, 2025 (Predecessor)

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

(Unaudited)

Successor

Predecessor

Consolidated

Combined and

Consolidated

Six Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

Cash flows from operating activities

Net Loss

(43,467)

(25,438)

Adjustments to reconcile net loss to cash used in operating activities

Depreciation and amortization

30,117

19,120

Original issue discount, debt premium and debt issuance cost amortization

3,056

(14,669)

Reorganization items, net

—

(81,383)

Interest on BR Exar AR Facility

—

(2,399)

Debt modification and extinguishment loss (gain), net

—

121

Provision for credit losses

(1,527)

(180)

Deferred income tax provision

(5,149)

375

Equity-based compensation expense

1,017

204

Unrealized foreign currency loss (gain)

1,564

(76)

Loss (gain) on sale of assets

381

(9)

Payment-in-kind interest

2,975

20,860

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

Accounts receivable

2,409

(27,073)

Prepaid expenses and other current assets

2,230

(2,734)

Accounts payable and accrued liabilities

(6,797)

36,075

Related party receivables (payables)

(1,839)

1,483

Additions to outsourced contract costs

(156)

(140)

Net cash used in operating activities

(15,186)

(75,863)

Cash flows from investing activities

Purchase of property, plant and equipment

(2,415)

(2,238)

Additions to internally developed software

(1,002)

(1,006)

Proceeds from sale of assets

Net cash used in investing activities

(3,333)

(3,241)

Cash flows from financing activities

Cash paid for debt issuance costs

(2,453)

(222)

Cash paid for withholding taxes on vested RSUs

(100)

—

Principal payments on finance lease obligations

(2,446)

(2,689)

Borrowings from other loans

20,823

3,275

Proceeds from Issuance of July 2030 Notes

870

—

Proceeds from Super Senior Term Loan

10,000

—

Proceeds from ABL Facility

272,800

—

Repayments on ABL Facility

(289,124)

—

Repayment of Second Lien Note

(6,250)

—

Proceeds from DIP New Money Loans

—

80,000

Borrowing under BR Exar AR Facility

—

15,775

Repayments under BR Exar AR Facility

(1,440)

(22,862)

Borrowing under Amended BR Exar AR Facility

24,625

—

Repayments under Amended BR Exar AR Facility

(18,986)

—

Repayments on 2028 Term Loan Facilities

(1,628)

—

Principal repayments on senior secured term loans and other loans

(28,450)

(13,078)

Net cash provided by (used in) financing activities

(21,759)

60,199

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

(429)

113

Net decrease in cash, restricted cash and cash equivalents

(40,707)

(18,792)

Cash, restricted cash and cash equivalents

Beginning of period

68,666

64,067

End of period

27,959

45,275

Supplemental cash flow data:

Income tax payments, net of refunds received

3,018

2,914

Interest paid

24,147

9,024

Cash paid for reorganization items

—

43,043

Noncash investing and financing activities:

Assets acquired through right-of-use arrangements

2,711

9,600

Amounts reclassified from property, plant, and equipment to fixed assets held-for-sale

2,340

—

Accrued capital expenditures

321

163

Reconciliation of Revenue and Gross Profit As Reported to Combined Pro Forma Revenue and Pro Forma Adjusted Gross Profit for the Three and Six Months Ended June 30, 2026 and June 30, 2025

(in thousands of United States dollars)

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

As Reported Revenues

191,311

182,712

388,396

374,692

Intercompany Eliminations

—

(1,022)

—

(2,648)

Revenue Adjusted for XBP Europe

—

40,819

—

80,149

Pro Forma Revenue

191,311

222,508

388,396

452,193

As Reported Cost of Revenue

150,155

145,052

302,053

295,696

Intercompany Eliminations

—

(374)

—

(568)

Cost of Revenue Adjustment for XBP Europe

—

31,723

—

59,966

Pro Forma Cost of Revenue

150,155

176,401

302,053

355,094

As Reported Gross Profit

41,156

37,660

86,343

78,996

Intercompany Eliminations

—

(648)

—

(2,080)

Gross Profit Adjustment for XBP Europe

—

9,096

—

20,183

Pro Forma Gross Profit

41,156

46,107

86,343

97,098

Pro Forma Gross Margin

21.5

20.7

22.2

21.5

Pro Forma Gross Profit

41,156

46,107

86,343

97,098

Severance

5,944

505

7,052

1,320

Restructuring and related expenses

452

—

458

—

Cost of Revenue from Previously Discontinued Operations

154

2,243

154

2,314

Adjusted Gross Profit (non-GAAP)

47,706

48,855

94,007

100,732

Adjusted Gross Margin (non-GAAP)

24.9

22.0

24.2

22.3

Reconciliation of Net Income to Pro Forma Normalized EBITDA for the Three and Six Months Ended June 30, 2026 and June 30, 2025

(in thousands of United States dollars)

(Unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net income (loss)

(16,704)

(65,061)

(43,467)

(25,438)

XBP Europe Net Loss

—

(6,577)

—

(10,930)

Pro Forma Net Income (Loss)

(16,704)

(71,638)

(43,467)

(36,368)

Income tax expense

(1,756)

1,014

(3,191)

3,804

Interest expense (income), net

13,890

48,940

27,959

74,455

Depreciation and amortization

15,268

9,223

30,117

20,417

Pro Forma EBITDA

10,698

(12,462)

11,418

62,308

Severance

6,835

943

8,162

2,596

Optimization and restructuring expenses (1)

1,709

1,075

4,440

3,900

Restructuring and related expenses (2)

821

—

1,085

—

Non-cash equity compensation (3)

533

523

1,017

4,445

EBITDA from Previously Discontinued Operations (4)

505

1,825

505

2,634

Foreign exchange losses, net

347

(311)

1,093

(382)

Reorganization items

322

22,505

8,938

(38,340)

Loss (gain) on sale of assets (5)

156

—

381

—

Changes in fair value of warrant liability

(2)

—

(2)

Transaction fees

—

4,880

481

4,903

DMR Related write-off

—

1,209

—

1,209

Payroll tax penalties

—

2,789

Debt modification and extinguishment costs (gain), net

—

121

Pro Forma Normalized EBITDA

21,924

20,219

37,518

46,185

(1) 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.

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

(3) Represents non-cash charges related to stock-based compensation

(4) Represents loss related to discontinued operations

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

Source: XBP Global Holdings, Inc.

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Aug. 13, 2026

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XBP Global Holdings, Inc.

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6641 N. Belt Line Road

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Suite 100

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Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50

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