XBP Global Holdings, Inc.

Previous wording

The Company’s digital foundation was developed to deliver fully outsourced solutions to address current and evolving client needs. The Company hosts its products both on client premises and as a SaaS offering in the cloud. These offerings, along with several hybrid solutions are available to clients based on the client’s needs and preferences. When distributing its licenses, the Company offers a flexible model, whereby clients may choose among licenses covering a maximum number of transactions, multi-year term licenses with flexible renewal options, perpetual licenses, or per user subscriptions.

Current wording

The Company’s digital foundation was developed to deliver fully outsourced solutions to address current and evolving client needs. The Company hosts its products both on client premises and as a SaaS offering in the cloud. These offerings, along with several hybrid solutions are available to clients based on the client’s needs and preferences. When distributing its licenses, the Company offers a flexible model, whereby clients may choose among licenses covering a maximum number of transactions, multi-year term licenses with flexible renewal options, or perpetual licenses.

Previous wording

The continued success of the Company’s business is driven by its people. Its operation centers are located in areas where the value proposition the Company offers is attractive relative to other local opportunities, resulting in an engaged, educated multi-lingual workforce that is able to make a meaningful global contribution from their local marketplace. As of September 30, 2024, the Company had approximately 1,500 employees (of which 147 were part-time employees) across 16 countries (14 across Europe and in Morocco as well as the U.S., where our chief executive officer and chief financial officer are located).

Current wording

The continued success of the Company’s business is driven by its people. Its operation centers are located in areas where the value proposition the Company offers is attractive relative to other local opportunities, resulting in an engaged, educated multi-lingual workforce that is able to make a meaningful global contribution from their local marketplace. As of March 31, 2025, the Company had approximately 1,500 employees (of which 145 were part-time employees) across 16 countries (14 across Europe and in Morocco as well as the U.S., where our chief executive officer and chief financial officer are located).

Previous wording

As of September 30, 2024, certain on-demand printing operations of the Company met the criteria to be disclosed as discontinued operations in the third quarter of fiscal year 2024. See* Note 3 - Discontinued Operations* of the notes to condensed consolidated financial statements for additional information on discontinued operations.

Current wording

During the third quarter of 2024, certain on-demand printing operations of the Company met the criteria to be disclosed as discontinued operations in the third quarter of fiscal year 2024. See* Note 3 - Discontinued Operations* of the notes to condensed consolidated financial statements for additional information on discontinued operations.

Previous wording

To supplement its financial data presented on a basis consistent with GAAP, this report contains certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA. The Company has included these non-GAAP financial measures because they are financial measures used by management to evaluate the Company’s core operating performance and trends, to make strategic decisions regarding the allocation of capital and new investments. These measures exclude certain expenses that are required under GAAP. The Company excludes these items because they are non-recurring or non-cash expenses that are determined based in part on the Company’s underlying performance.

Current wording

operating performance and trends, to make strategic decisions regarding the allocation of capital and new investments. These measures exclude certain expenses that are required under GAAP. The Company excludes these items because they are non-recurring or non-cash expenses that are determined based in part on the Company’s underlying performance.

Previous wording

We define EBITDA as net income (loss), plus taxes, interest expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus restructuring and related expenses, related party management fee and royalties, foreign exchange gains or losses, changes in fair value of warrant liability, and non-recurring transaction costs incurred in connection with the Business Combination.

Current wording

We define EBITDA as net income (loss), plus taxes, interest expense, and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus restructuring and related expenses, non-cash equity compensation, foreign exchange gains or losses, changes in fair value of warrant liability, and non-recurring transaction costs incurred in connection with the Business Combination.

Previous wording

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss from continuing operations, the most directly comparable GAAP measure, for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss from continuing operations, the most directly comparable GAAP measure, for the three months ended March 31, 2025 and 2024:

Previous wording

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss from discontinuing operations, the most directly comparable GAAP measure, for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss from discontinued operations, the most directly comparable GAAP measure, for the three months ended March 31, 2025 and 2024:

Previous wording

The Company earns revenue from transactions processed using its products and services. In addition, the Company also sells recurring and perpetual software licenses, as well as maintenance and other professional services. Licensing options are flexible and clients can purchase a license covering a maximum number of transactions, multi-year term licenses with flexible renewal options and per-user subscriptions. The Company derives a majority of its revenue from transactions processing as well as from the sale of licenses and technology implementation services.

Current wording

The Company earns revenue from transactions processed using its products and services. In addition, the Company also sells recurring and perpetual software licenses, as well as maintenance and other professional services. Licensing options are flexible and clients can purchase a license covering a maximum number of transactions, multi-year term licenses with flexible renewal options. The Company derives a majority of its revenue from transactions processing as well as from the sale of licenses and technology implementation services.

Previous wording

For the three months ended September 30, 2024, our net revenue on a consolidated basis decreased by $2.1 million, or 5.6%, to $35.4 million (including related party revenue of $0.1 million) from $37.5 million (including related party revenue of $0.1 million) for the three months ended September 30, 2023. On a constant currency basis, net revenue declined by $2.8 million or 7.4%, offset by the positive impact of foreign currency accounting for $0.7 million or 1.8%.

Current wording

For the three months ended March 31, 2025, our net revenue on a consolidated basis decreased by $0.4 million, or 1.2%, to $37.7 million (including related party revenue of $0.1 million) from $38.1 million (including related party revenue of $0.0 million) for the three months ended March 31, 2024. On a constant currency basis, net revenue increased by $0.3 million or 0.9%, offset by the negative impact of foreign currency of $0.8 million or 2.0%.

Previous wording

Bills & Payments and Technology segments constituted 69.4%, and 30.6%, respectively, of our total net revenue for the three months ended September 30, 2024, compared to 67.6%, and 32.4%, respectively, for the three months ended September 30, 2023. The revenue changes by reporting segment were as follows:

Current wording

Bills & Payments and Technology segments constituted 69.8%, and 30.2%, respectively, of our total net revenue for the three months ended March 31, 2025, compared to 69.9%, and 30.1%, respectively, for the three months ended March 31, 2024. The revenue changes by reporting segment were as follows:

Previous wording

Bills & Payments — Net revenue attributable to bills and payments segment was $24.6 million for the three months ended September 30, 2024, compared to $25.4 million for the three months ended September 30, 2023. The revenue decline of $0.8 million or 3.1%, is primarily attributable to lower postage revenue, lower volumes and client contract ends, offset by the positive impact of newly won business, some of which is in early stage of ramp. On a constant currency basis, revenue declined by $1.2 million or 4.8%, offset by the positive impact of foreign currency accounting for $0.4 million or 1.7%.

Current wording

Bills & Payments — Net revenue attributable to bills and payments segment was $26.3 million for the three months ended March 31, 2025, compared to $26.6 million for the three months ended March 31, 2024. The revenue decline of $0.3 million or 1.2%, is primarily attributable to negative impact of foreign currency accounting, offset by the positive impact of newly won business, some of which is in early stage of ramp. On a constant currency basis, revenue increased by $0.3 million or 1.2%, offset by the negative impact of foreign currency of $0.6 million or 2.4%.

Previous wording

Technology — For the three months ended September 30, 2024, net revenue attributable to the Technology segment decreased by $1.3 million or 10.8%, to $10.8 million from $12.1 million for the three months ended September 30, 2023. The revenue decline in the Technology segment was largely due to lower license sales offset by higher implementation and professional services revenue. On a constant currency basis, revenue decreased by $1.6 million or 12.8%, offset by the positive impact of foreign currency accounting for $0.3 million or 2.0%.

Current wording

Technology — For the three months ended March 31, 2025, net revenue attributable to the Technology segment decreased by $0.1 million or 1.0%, to $11.4 million from $11.5 million for the three months ended March 31, 2024. The revenue decline in the Technology segment was largely due to the negative impact of foreign currency and lower license sales offset by higher implementation and professional services revenue. On a constant currency basis, revenue increased by $0.0 million or 0.1%, offset by the negative impact of foreign currency of $0.1 million or 1.1%.

Previous wording

For the nine months ended September 30, 2024, the cost of revenue decreased by $6.8 million (including decrease in related party cost of $0.0 million), or 7.9%, compared to the nine months ended September 30, 2023. Total cost of revenue decreased by $7.9 million or 9.2% on a constant currency basis, offset by the negative impact of foreign currency of $1.1 million or 1.2%, when compared to the cost of revenue for the nine months ended September 30, 2023.

Current wording

For the three months ended March 31, 2025, the cost of revenue decreased by $1.8 million, or 6.3%, compared to the three months ended March 31, 2024. On a constant currency basis, total cost of revenue decreased by $1.1 million or 3.9%, with the positive impact of foreign currency accounting for additional reduction of $0.7 million or 2.3%, when compared to the cost of revenue for the three months ended March 31, 2024.

Previous wording

In the Bills & Payments segments, the decrease was primarily attributable to reduced cost resulting from completed projects and optimization efforts. Costs to the Bills & Payments segment decreased by $3.2 million, or 14.2%. On a constant currency basis, cost of revenue at Bills & Payments segment declined by $3.7 million or 16.5%, offset by the negative impact of foreign currency accounting for $0.5 million or 2.4%.

Current wording

In the Bills & Payments segments, the decrease was primarily attributable to improved operational leverage, reduced cost resulting from completed projects with higher levels of automation applied, and optimization efforts coupled with the positive impact of foreign currency accounting. Costs to the Bills & Payments segment decreased by $1.8 million, or 8.0%. On a constant currency basis, cost of revenue at the Bills & Payments segment declined by $1.3 million or 5.7%, and the positive impact of foreign currency accounting reduced cost of revenue by $0.5 million or 2.3%, when compared to the cost of revenue for the three months ended March 31, 2024.

Previous wording

The cost of revenue in the Technology segment decreased by $1.2 million, or 21.1%, primarily due to the change in the revenue mix within the Technology segment. On a constant currency basis, cost of revenue at the Technology segment decreased by $1.3 million or 22.5%, offset by the negative impact of foreign currency accounting for $0.1 million or 1.4%.

Current wording

The cost of revenue in the Technology segment increased by $0.1 million, or 1.5%, primarily due to the change in the revenue mix within the Technology segment as well as investment in new technology resources. On a constant currency basis, cost of revenue at the Technology segment increased by $0.2 million or 4.2%, offset by the positive impact of foreign currency accounting for $0.1 million or 2.7%.

Previous wording

The decrease in cost of revenues as a percent of revenue on a consolidated basis was primarily due to a change in the revenue mix and executed savings initiative. Cost of revenue for the three months ended September 30, 2024 was 67.4% of revenue compared to 75.3% of revenue for the three months ended September 30, 2023.

Current wording

The decrease in cost of revenues as a percent of revenue on a consolidated basis was primarily due to a change in the revenue mix, automation, and executed savings initiative. Cost of revenue for the three months ended March 31, 2025 was 69.9% of revenue compared to 73.7% of revenue for the three months ended March 31, 2024.

Previous wording

Selling, general and administrative expenses (“SG&A expenses”) slightly decreased by $28 thousand, or 0.4%, to $6.8 million for the three months ended September 30, 2024, compared to $6.8 million for the three months ended September 30, 2023. The decrease was primarily attributable by cost optimization initiatives, resulting in reduced operating lease and facility expenses, partially offset by increased investments in sales team for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. SG&A expenses increased as

Current wording

Selling, general and administrative expenses (“SG&A expenses”) increased by $4.0 million, or 57.2%, to $11.0 million for the three months ended March 31, 2025, compared to $7.0 million for the three months ended March 31, 2024. The increase was primarily attributable to $3.8 million of stock-based compensation recorded in the quarter. Excluding this item, SG&A expenses of $7.1 million were $0.2 million or 2.4% higher compared to the three months ended March 31, 2024. The increase was primarily driven by increased investments in the sales team, offset by cost optimization initiatives which resulted in reduced operating lease and facility expenses. SG&A expenses increased as a percentage of revenue to 29.1% (18.9% excluding non-cash equity compensation) for the three months ended March 31, 2025 as compared to 18.3% for the three months ended March 31, 2024.

Previous wording

Related party expense was $1.4 million for the three months ended September 30, 2024 compared to $1.3 million for the three months ended September 30, 2023. The increase was primarily driven by the expansion of Center of Excellence (COE) during the current period, which involved consolidating financial processes to strengthen the controls framework.

Current wording

Related party expense was $1.6 million for the three months ended March 31, 2025 compared to $0.9 million for the three months ended March 31, 2024. The increase was primarily driven by the expansion of Center of Excellence

Previous wording

Total depreciation and amortization expense was $0.8 million and $0.7 million for the three months ended September 30, 2024 and 2023, respectively. The increase in total depreciation and amortization expense by $0.1 million was primarily due to an increase in amortization expense related to outsource contract costs during the three months ended September 30, 2024.

Current wording

Total depreciation and amortization expense was $0.6 million and $0.8 million for the three months ended March 31, 2025 and 2024, respectively. The decrease in total depreciation and amortization expense by $0.2 million was primarily due to a decrease in amortization expense related to outsource contract costs during the three months ended March 31, 2025.

Previous wording

Interest expense was $1.8 million for the three months ended September 30, 2024, compared to $1.2 million for the three months ended September 30, 2023, largely due to higher pension interest cost and an increase in borrowing costs due to an increase in relevant borrowing reference rates during the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Current wording

Interest expense was $1.7 million for the three months ended March 31, 2025, compared to $1.4 million for the three months ended March 31, 2024, largely due to an increase in borrowing costs as a result of higher borrowings under the 2024 Credit Facilities and higher pension interest cost during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous wording

Related party interest expense, net was $23 thousand for the three months ended September 30, 2024 compared to related party interest expense, net of $5 thousand for the three months ended September 30, 2023.

Current wording

Related party interest expense, net was $23 thousand for the three months ended March 31, 2025 compared to related party interest expense, net of $19 thousand for the three months ended March 31, 2024.

Previous wording

Foreign exchange losses were $0.7 million for the three months ended September 30, 2024 compared to foreign exchange gains of $0.5 million for the three months ended September 30, 2023, primarily due to a higher unrealized exchange losses for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Current wording

Foreign exchange gain was $71 thousand for the three months ended March 31, 2025 compared to foreign exchange losses of $0.8 million for the three months ended March 31, 2024, primarily due to a higher unrealized exchange gains for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous wording

The change in fair value of warrant liability during the three months ended September 30, 2024 was a gain of $5 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between June 30, 2024 and the end of the reporting period, September 30, 2024.

Current wording

The change in fair value of warrant liability during the three months ended March 31, 2025 was a gain of $2 thousand. The change in fair value of warrant liability resulted from the remeasurement of the Private Warrant liability between December 31, 2024 and the end of the reporting period, March 31, 2025.

Previous wording

Pension income, net was $0.4 million for the three months ended September 30, 2024 compared to pension income, net of $0.2 million for the three months ended September 30, 2023. The increase in pension income was primarily due to an increase in pension-related income recorded in the three months ended September 30, 2024.

Current wording

Pension income, net was $0.4 million for the three months ended March 31, 2025 compared to pension income, net of $0.4 million for the three months ended March 31, 2024.

Previous wording

The Company had an income tax expense of $1.7 million for the three months ended September 30, 2024 compared to an income tax expense of $1.0 million for the three months ended September 30, 2023. The increase in the income tax expenses for the current period was primarily due to a remeasurement of existing uncertain tax positions in Germany, partially offset by decline in profitability in the Netherlands and Germany.

Current wording

The Company had an income tax expense of $0.8 million for the three months ended March 31, 2025 compared to an income tax expense of $0.5 million for the three months ended March 31, 2024. The increase in the income tax expenses for the current period was primarily due to higher profitability in the U.K., the Netherlands, and Germany.

Previous wording

At September 30, 2024 and December 31,2023 cash and cash equivalents totaled $7.8 million and $6.5 million, respectively.

Current wording

At March 31, 2025 and December 31,2024 cash and cash equivalents totaled $9.7 million and $12.1 million, respectively.

Previous wording

The Company currently expects to spend approximately $1.5 to $2.5 million on total capital expenditures and capitalizable contracts set-up cost over the next twelve months. The Company will continue to evaluate additional capital expenditure needs that may arise.

Current wording

The Company currently expects to spend approximately $2.0 to $3.0 million on total capital expenditures and capitalizable contracts set-up cost over the next twelve months. The Company will continue to evaluate additional capital expenditure needs that may arise.

Previous wording

As of September 30, 2024, and in comparison to December 31, 2023, total debt increased by $14.8 million primarily due borrowings under the 2024 Senior Credit Facilities, partially offset by repayments of Revolving Credit Facilities and 2022 Committed Facility Agreement (See “*Indebtedness”*below).

Current wording

As of March 31, 2025, and in comparison to December 31, 2024, total debt increased by $0.8 million primarily due to borrowings under the 2024 Senior Credit Facilities and Revolving Credit Facilities. (See*“Indebtedness”* below).

Previous wording

a significant portion of these deferred payroll taxes, social security and value added taxes. The remaining balance of deferred payroll taxes, social security and value added taxes is expected to be paid by April 2027, or later, as per deferment timeline as established by local laws and regulations.

Current wording

The Company has utilized COVID-19 relief measures in various European jurisdictions, including permitted deferrals of certain payroll, social security and value added taxes. At the end of the third quarter 2024, the Company paid a significant portion of these deferred payroll taxes, social security and value added taxes. The remaining balance of deferred payroll taxes, social security and value added taxes is expected to be paid by April 2027, or later, as per deferment timeline as established by local laws and regulations.

Previous wording

Analysis of Cash Flow Changes between the nine months ended September 30, 2024 and 2023

Current wording

Analysis of Cash Flow Changes between the three months ended March 31, 2025 and 2024

Previous wording

Operating Activities — Net cash used in operating activities was $11.2 million for the nine months ended September 30, 2024, compared to net cash provided by operating activities of $1.7 million for the nine months ended September 30, 2023. The increase of $12.9 million in cash used in operating activities was largely due to a higher net loss and higher outflows from accrued expenses and other liabilities, and related party payable.

Current wording

Operating Activities — Net cash used in operating activities was $0.9 million for the three months ended March 31, 2025, compared to net cash used by operating activities of $3.6 million for the three months ended March 31, 2024. The decrease of $2.7 million in cash used in operating activities was largely due to higher inflows from accrued expenses and other liabilities, partially offset by higher outflows from accounts receivable.

Previous wording

Investing Activities — Net cash used in investing activities was $1.4 million for the nine months ended September 30, 2024, compared to net cash used in investing activities of $2.3 million for the nine months ended September 30, 2023. The decrease of $0.9 million in cash used in investing activities was primarily due to reduction in additions of property, plant and equipment during the nine months ended September 30, 2024.

Current wording

Investing Activities — Net cash used in investing activities was $1.1 million for the three months ended March 31, 2025, compared to net cash used in investing activities of $0.4 million for the three months ended March 31, 2024.

Previous wording

The cash outflow of $1.4 million in investing activities for the nine months ended September 30, 2024 was primarily due to additions to property, plant and equipment during the period.

Current wording

The increase of $0.7 million in cash used in investing activities was primarily due to higher additions of property, plant and equipment during the three months ended March 31, 2025.

Previous wording

Financing Activities — Net cash provided by financing activities was $14.2 million for the nine months ended September 30, 2024, compared to net cash used in financing activities of $3.9 million for the nine months ended September 30, 2023. The increase of $18.1 million in cash provided by financing activities for the nine months ended

Current wording

Financing Activities — Net cash used in financing activities was $0.4 million for the three months ended March 31, 2025, compared to net cash provided by financing activities of $0.7 million for the three months ended March 31, 2024. The increase of $1.1 million in net cash used in financing activities for the three months ended March 31, 2025 was primarily due to higher principal payments on the 2024 Senior Credit Facilities and 2024 Term Loan Facilities.

Previous wording

As of September 30, 2024, the Company’s outstanding factored accounts receivable amounted to $9.2 million pursuant to the Amended Factoring Agreement, representing the face value of the invoices. The Company recognizes factoring costs upon disbursement of funds. The Company incurred a loss on sale of accounts receivables including expenses pursuant to the Amended Factoring Agreement totaling approximately $0.3 million and $0.7 million for the three and nine months ended September 30, 2024, respectively, which is presented in selling, general and administrative expenses (exclusive of depreciation and amortization) on the condensed consolidated statements of operations.

Current wording

As of March 31, 2025, the Company’s outstanding factored accounts receivable amounted to approximately $10.1 million pursuant to the Amended Factoring Agreement, representing the face value of the invoices. The Company recognizes factoring costs upon disbursement of funds. The Company incurred a loss on sale of accounts receivables including expenses pursuant to the Amended Factoring Agreement totaling approximately $0.2 million for the three months ended March 31, 2025 which is presented in selling, general and administrative expenses (exclusive of depreciation and amortization) on the condensed combined and consolidated statements of operations and comprehensive loss.

Previous wording

The Company used the 2024 Term Loan Facilities to repay in full all outstanding indebtedness under the 2019 Credit Agreement, 2020 Credit Agreement and 2022 Committed Facility Agreement. The Company incurred $1.6 million in debt issuance costs related to the 2024 Facilities Agreement.

Current wording

The Company used the 2024 Term Loan Facilities to repay in full all outstanding indebtedness under the 2019 Credit Agreement, 2020 Credit Agreement and 2022 Committed Facility Agreement. The Company incurred $1.5 million in debt issuance costs related to the 2024 Facilities Agreement.

Previous wording

The 2024 Facilities Agreement and indenture governing the 2024 Secured Credit Facilities contains certain affirmative and negative covenants limiting on the ability of the XBP Group to effect mergers and change of control events as well as certain other limitations, including limitations on (i) incurrence of additional indebtedness or liens, (ii) dispositions of assets, (iii) substantial changes of the general nature of the business, (iv) entering into restrictive agreements, (v) making certain investments, loans, advances, guarantees and acquisitions, (vi) prepaying certain

Current wording

The 2024 Facilities Agreement and indenture governing the 2024 Secured Credit Facilities contains certain affirmative and negative covenants limiting on the ability of the XBP Group to effect mergers and change of control events as well as certain other limitations, including limitations on (i) incurrence of additional indebtedness or liens, (ii) dispositions of assets, (iii) substantial changes of the general nature of the business, (iv) entering into restrictive agreements, (v) making certain investments, loans, advances, guarantees and acquisitions, (vi) prepaying certain indebtedness, (vii) the declaration and payment of dividends or other restricted payments, (viii) engaging in transactions with affiliates, or (ix) amending certain material documents.

Previous wording

The maturity of the Revolving Working Capital Loan Facility has since been extended on various dates subject to compliance with financial covenants. On May 10, 2024 the maturity was further extended to August 31, 2025. During the nine months ended September 30, 2023, the Company has repaid outstanding amount of $5.1 million under the 2020 Credit Agreement and accordingly wrote off the unamortized balance of less than $0.1 million of debt issuance cost realted to the 2020 Credit Agreement. As of September 30, 2024, the Company had fully repaid the outstanding balance under the 2020 Credit Agreement. As of December 31, 2023, the Revolving Working Capital Loan Facility had an outstanding principal balance of $5.1 million.

Current wording

As of March 31, 2025 and December 31 2024, the Revolving Working Capital Loan Facility had an outstanding balance of $2.6 million, and $2.2 million, respectively.

Previous wording

During the three and nine months ended September 30, 2024, the Company repaid $0.2 million and $0.6 million of outstanding principal amount under the 2024 Term Loan A Facility and 2024 Term Loan B Facility, respectively. As of September 30, 2024, the outstanding balance of the 2024 Term Loan A Facility and the 2024 Term Loan B Facility was $3.8 million and $11.1 million, respectively. The principal amount drawn under the 2024 Term Loan A Facility shall be repaid in fifteen (15) equal quarterly installments of £150 thousands with the remaining outstanding principal amount of £750 thousands payable at maturity along with accrued and unpaid interest. The principal amount drawn under the 2024 Term Loan B Facility shall be repaid in fifteen (15) equal quarterly installments of €525 thousands with the remaining outstanding principal amount of €2.625 million payable at maturity along with accrued and unpaid interest.

Current wording

The outstanding principal amount of the 2024 Term Loan A Facility shall be repaid in fifteen (15) equal quarterly installments of £150 thousands commencing Sept 30, 2024, with the remaining outstanding principal amount of £750k payable at maturity along with accrued and unpaid interest. The outstanding principal amount of the 2024 Term Loan B Facility shall be repaid in fifteen (15) equal quarterly installments of €525 thousands commencing Sept 30, 2024, with the remaining outstanding principal amount of €2.6 million payable at maturity along with accrued and unpaid interest

Previous wording

As of September 30, 2024, the XBP Group was in compliance with all affirmative and negative covenants under the 2024 Facilities Agreement, including any financial covenants, pertaining to its financing arrangements. The Company continually monitors its compliance with such covenants. The Company believes it will remain in compliance with all such covenants for the next twelve months; however, due to the inherent uncertainty, management’s estimates of the achievement of its financial covenants may change in the future.

Current wording

As of March 31, 2025, the XBP Group was in compliance with all affirmative and negative covenants under the 2024 Facilities Agreement, including any financial covenants, pertaining to its financing arrangements.