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XBP Global Holdings, Inc.

For the period ended May 29, 2026. Filed Apr 29, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 29, 2026 · Filed Apr 29, 2026

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XBP$2.93+1.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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XBP GLOBAL HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO

BE HELD MAY 29, 2026

The Annual Meeting of Stockholders (the “Annual Meeting”) of XBP Global Holdings, Inc. (“XBP” or the “Company”) will be conducted virtually on May 29, 2026 at 1:00 p.m. (Eastern Time), via a live webcast at www.virtualshareholdermeeting.com/XBP2026, for the purpose of:

  1. Electing to the Board of Directors the seven nominees named in the accompanying proxy statement who have been nominated by the Board of Directors to serve as directors until the 2027 Annual Meeting of Stockholders;

  2. Acting upon a proposal to ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;

  3. Approving, on an advisory (non-binding) basis, the compensation of our named executive officers (commonly referred to as the “say-on-pay vote”); and

  4. Approving, on an advisory (non-binding) basis, the frequency of future say-on-pay votes.

The Board of Directors has fixed the close of business on April 21, 2026, as the date for determining stockholders of record entitled to receive notice of, and to vote at, the Annual Meeting. The Board of Directors unanimously recommends that stockholders vote their shares in favor of the election of each of the nominees, and in favor of Proposals 2 and 3, and vote to hold future advisory votes on the compensation of our named executive officers every “1 YEAR” for Proposal 4.

This Notice of Annual Meeting and accompanying proxy statement, a proxy or voting instruction card and our 2025 Annual Report to Stockholders will be first mailed to you and to other stockholders of record commencing on or about April 29, 2026. All stockholders are cordially invited to attend the Annual Meeting. The Annual Meeting will be held in a virtual meeting format so as many stockholders as possible can participate. Your vote is important regardless of the number of shares you own. Whether you plan to attend the Annual Meeting or not, please sign, date, and return the proxy card accompanying the proxy statement as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Please review the instructions on the proxy or voting instruction card regarding your voting options.

Your attention is directed to the proxy statement (including any annexes hereto) for a more complete description of each of the proposals. We encourage you to read the proxy statement carefully. If you have any questions or need assistance voting your shares, please contact us at investors@xbpglobal.com.

By Order of the Board of Directors of

April 29, 2026

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.