XBP Global Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The following financial statements are included herein: Report of Independent Registered Public Accounting Firm (PCAOB ID 1195 ) 66 ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID 274 ) 69 ​ ​ Consolidated and Combined Balance Sheets as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor) 70 ​ ​ 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) 71 ​ ​ Consolidated and Combined Statements of Comprehensive Profit (Loss) 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) 72 ​ ​ Consolidated and Combined Statements of Stockholders’ Equity (Deficit) 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) 73 ​ ​ 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) 75 ​ ​ Notes to the Consolidated and Combined Financial Statements 76 ​ ​ ​ ​ 65 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of XBP Global Holdings, Inc. and Subsidiaries ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of XBP Global Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2025 (Successor), and the related statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the five-month period ended December 31, 2025 (Successor) and the seven-month period ended July 31, 2005 (Predecessor), and the related notes, (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 (Successor), and the results of its operations and its cash flows for the five-month period ended December 31, 2025 (Successor) and the seven-month period ended July 31, 2005 (Predecessor) in conformity with accounting principles generally accepted in the United States of America. ​ Fresh Start Accounting ​ As discussed in Note 1 to the financial statements, the United States Bankruptcy Court for the Southern District of Texas confirmed the Company’s Amended Joint Plan of Reorganization (the “Plan”) on June 23, 2025. Confirmation of the Plan and the Company’s emergence from bankruptcy resulted in the discharge of claims against the Company that arose before March 3, 2025 and the cancellation of equity interests as provided in the Plan. The Plan was substantially consummated on July 3, 2025 and the Company emerged from bankruptcy on July 29, 2025. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting as of July 31, 2025. ​ Basis for Opinion ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit s . We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit s in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit s to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit s , we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audit s included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit s also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit s provide a reasonable basis for our opinion. ​ Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to an account or disclosure that is material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the financial 66 Table of Contents statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Critical Audit Matter – Valuation of Goodwill As discussed in Note 11 to the financial statements, the Company evaluates goodwill for impairment at the reporting unit level at least annually, or more frequently if events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The goodwill balance as of December 31, 2025 was $189.9 million. The Company considers potential impairment by comparing the fair value of a reporting unit to its carrying value. Fair value is estimated by management using a combination of the discounted cash flow method and the guideline public company method. The Company recorded a goodwill impairment charge of $320.3 million for the five-month period ended December 31, 2025 (Successor). We identified goodwill impairment as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting units. This required a high degree of auditor judgment and an increased extent of effort, including our need to involve valuation specialists, when performing audit procedures to evaluate the reasonableness of inputs into the quantitative models driven by management’s estimates and assumptions. Significant management estimates include forecasted revenue growth rates, forecasted gross profit, operating expenses and discount rates. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures performed to evaluate the reasonableness of management’s estimates and assumptions included assessing the methodologies used by the Company and testing the significant assumptions used in the quantitative models. We compared current forecasts prepared by management to historical revenue and gross profit to evaluate the reasonableness of the assumptions and to evaluate management’s ability to accurately forecast future revenues and gross profit. We evaluated historical trends in assessing the reasonableness of growth rate assumptions and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in these assumptions. We performed procedures to verify the mathematical accuracy of the calculations used by management. We involved our valuation specialists to assist us in identifying the significant assumptions underlying the models, assessing the rationale and supporting documents related to these assumptions, and determining the appropriateness and reasonableness of the methodologies employed. We evaluated the Company’s third-party valuation advisor’s experience and qualifications. Furthermore, we assessed the appropriateness of the disclosures in the financial statements. ​ Critical Audit Matter – Accounting for Fresh-Start and Business Combination ​ On July 29, 2025, the Company finalized its acquisition of Exela Technologies BPA, LLC (“BPA”) (“Business Combination”) pursuant to a Membership Interest Purchase Agreement dated July 3, 2025 (the “MIPA”). The Business Combination was subject to certain conditions subsequent, including emergence of BPA and certain of its affiliates from the Chapter 11 Cases in the United States Bankruptcy Court for the Southern District of Texas, which occurred on July 29, 2025 (“Bankruptcy Court”). ​ In connection with the Business Combination, the Company changed its name from XBP Europe Holdings, Inc. (“XBP Europe”) to XBP Global Holdings Inc. (“XBP Global”). The Business Combination was accounted for as a reverse acquisition in accordance with Financial Accounting Standards Board's ("FASB") Accounting Standards Codification Topic 805, Business Combinations ("ASC 805"). Under this method of accounting, XBP Europe was treated as the "acquired" company for financial reporting purposes even though BPA survives as an indirectly wholly owned subsidiary of XBP Global. Accordingly, the Company allocated the purchase price of XBP Europe to the assets acquired and liabilities assumed based on their respective fair values as of the date of acquisition. The excess of the purchase price consideration over the fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill. ​ In accordance with ASC 852, Reorganizations (“ASC 852”), BPA was required to apply fresh start accounting upon its emergence from bankruptcy, which resulted in a new entity, the Successor, for financial reporting purposes, with no beginning retained earnings or deficit as of the fresh start reporting date. 67 Table of Contents ​ Fresh start accounting requires that new fair values be established for BPA’s assets, liabilities and equity upon emergence from bankruptcy, and therefore certain values and operational results of the consolidated financial statements subsequent to July 31, 2025 are not comparable to those in the Company’s consolidated financial statements prior to and including July 31, 2025. The fair values of the Successor’s assets and liabilities differ materially from their recorded values as reflected on the historical balance sheet of the Predecessor. ​ We identified the valuation of customer relationships and tradenames resulting from the business combination and application of fresh start accounting as a critical audit matter. This required a high degree of auditor judgment and an increased extent of effort, including our need to involve valuation specialists, when performing audit procedures to evaluate the reasonableness of inputs in the valuation models driven by management’s estimates and assumptions related to royalty rate, discount rate, and revenue growth rate. ​ How the Critical Audit Matter Was Addressed in the Audit ​ We addressed this matter by, among others, (i) obtaining an understanding of management’s process over the valuation process; (ii) testing the completeness and accuracy of key data inputs used in management's valuation models; (iii) involving our valuation specialists to assist in evaluating the valuation methodologies and the reasonableness of significant assumptions; (vi) comparing significant assumptions to historical information and external market and industry date; (iv) performing shadow calculations and analysis over key assumptions to assess for reasonableness; and (v) evaluating the Company’s third-party valuation advisor’s experience and qualifications. Futthermore, we assessed the appropriateness of the disclosures in the financial statements. ​ ​ ​ /s/ UHY LLP ​ We have served as the Company’s auditor since 2022. ​ Sterling Heights, Michigan March 31, 2026 ​ 68 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Stockholders of Exela Technologies BPA, LLC ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated and combined balance sheets of Exela Technologies BPA, LLC, Subsidiaries and Affiliates (the “Company” or “Predecessor”) as of December 31, 2024, and the related consolidated and combined statements of operations, comprehensive profit (loss), stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated and combined financial position of the Company as of December 31, 2024, and the consolidated and combined results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion ​ These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ ​ /s/ EisnerAmper LLP ​ We have served as the Company’s auditor from 2023 to 2025. ​ EISNERAMPER LLP Iselin, New Jersey July 1, 2025, except as to Note 21 and its related effects to the consolidated and combined financial statements, which is as of March 31, 2026 ​ ​ ​ 69 Table of Contents XBP Global Holdings, Inc. and Subsidiaries Consolidated and Combined Balance Sheet s 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, ​ ​ 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 ​ ​ 12 ​ ​ ​ — 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 ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 70 Table of Contents ​ 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 ​ ​ 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 ) ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ ​ 71 Table of Contents XBP Global Holdings, Inc. and Subsidiaries Consolidated and Combined Statements of Comprehensive Profit (Loss ) 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 ​ ​ 2025 ​ ​ ​ 2024 Net profit (loss) ​ $ ( 351,123 ) ​ ​ $ 1,454,658 ​ $ ( 215,150 ) Other comprehensive income (loss), net of tax ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustments ​ ( 1,263 ) ​ ​ ( 690 ) ​ ( 2,550 ) Unrealized pension actuarial gains, net of tax ​ ​ 1,718 ​ ​ ​ — ​ ​ — Total other comprehensive income (loss), net of tax ​ ​ 455 ​ ​ ​ ( 690 ) ​ ​ ( 2,550 ) Comprehensive profit (loss) ​ $ ( 350,668 ) ​ ​ $ 1,453,968 ​ $ ( 217,700 ) ​ ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ ​ ​ 72 Table of Contents XBP Global Holdings, Inc. and Subsidiaries Consolidated and Combined Statements of Stockholders’ Equity (Deficit ) 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Combined and Consolidated ​ ​ ​ ​ ​ Accumulated Other Comprehensive Loss ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ Currency ​ Total ​ ​ Net Parent ​ Translation ​ Stockholders' ​ ​ ​ ​ Investment ​ ​ ​ Adjustment ​ ​ ​ Deficit Balances at January 1, 2025 (Predecessor) ​ $ ( 1,449,634 ) ​ $ ( 7,154 ) ​ $ ( 1,456,788 ) Net loss January 1, 2025 to July 31, 2025, excluding plan of reorganization and fresh start accounting adjustments ​ ​ ( 53,531 ) ​ ​ — ​ ​ ( 53,531 ) Foreign currency translation adjustment ​ ​ — ​ ​ ( 690 ) ​ ​ ( 690 ) Equity-based compensation ​ ​ 204 ​ ​ — ​ ​ 204 Net intercompany transactions with parent group entities ​ ​ 4,144 ​ ​ — ​ ​ 4,144 Balances prior to application of fresh start accounting and the business combination at July 31, 2025 (Predecessor) ​ $ ( 1,498,817 ) ​ $ ( 7,844 ) ​ $ ( 1,506,661 ) ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 73 Table of Contents XBP Global Holdings, Inc. and Subsidiaries Consolidated and Combined Statements of Stockholders’ Equity (Deficit) 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive Loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign ​ Pension ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Currency ​ Actuarial ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ Net Parent ​ Translation ​ ​ ​ Gains, ​ Accumulated ​ Total stockholder's ​ ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ Paid in Capital ​ ​ ​ Investment ​ ​ ​ Adjustment ​ ​ ​ net of tax ​ ​ ​ Deficit ​ ​ ​ Equity Balances at August 1, 2025 (Successor) (1) 11,751,597 ​ $ 12 ​ $ 437,110 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 437,122 Net loss August 1, 2025 to December 31, 2025 — ​ — ​ — ​ — ​ — ​ — ​ ( 351,123 ) ​ ( 351,123 ) Equity-based compensation — ​ — ​ 886 ​ — ​ — ​ — ​ — ​ 886 Foreign currency translation adjustment — ​ — ​ — ​ — ​ ( 1,263 ) ​ — ​ — ​ ( 1,263 ) Net unrealized pension actuarial gains, net of tax — ​ — ​ — ​ — ​ — ​ 1,718 ​ — ​ 1,718 RSUs vested ​ 4,016 ​ ​ — ​ ​ — ​ — ​ — ​ — ​ — ​ ​ — Payment for fractional shares on reverse stock split in December 2025 ​ ( 179 ) ​ ​ — ​ ​ ( 1 ) ​ ​ — ​ — ​ — ​ — ​ ​ ( 1 ) Balances at December 31, 2025 (Successor) 11,755,434 ​ $ 12 ​ $ 437,995 ​ $ — ​ $ ( 1,263 ) ​ $ 1,718 ​ $ ( 351,123 ) ​ $ 87,339 ​ (1) Balances after the Business Combination, Plan (as such terms are described in Note 1 , Description of the Business ) and the fresh start accounting adjustments as discussed in Note 4, Fresh Start Accounting . Initial equity balances of the Successor reflects the 3,591,555 shares of Common Stock of the Company (the combined entity XBP Global Holdings, Inc.) assigned to the stockholders of XBP Europe Holdings, Inc. prior to the Business Combination and the issuance of 8,160,042 shares of Common Stock of the Company to the holders of Allowed Notes Claims ((as such terms are described in Note 1 , Description of the Business ). Number of shares of Common Stock have been adjusted to reflect the reverse stock split that became effective on December 12, 2025. Refer to Note 19, Stockholders’ Equity and Warrants for further information about reverse stock split . ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Combined and Consolidated ​ ​ ​ ​ ​ Accumulated Other Comprehensive Loss ​ ​ ​ ​ ​ ​ ​ Foreign ​ ​ ​ ​ ​ ​ ​ Currency ​ Total ​ ​ Net Parent ​ Translation ​ Stockholders' ​ ​ ​ ​ Investment ​ ​ ​ Adjustment ​ ​ ​ Deficit Balances at January 1, 2024 (Predecessor) ​ $ ( 1,239,674 ) ​ $ ( 4,604 ) ​ $ ( 1,244,278 ) Net loss January 1, 2024 to December 31, 2024 ​ ​ ( 215,150 ) ​ ​ — ​ ​ ( 215,150 ) Foreign currency translation adjustment ​ ​ — ​ ​ ( 2,550 ) ​ ​ ( 2,550 ) Equity-based compensation ​ ​ 1,598 ​ ​ — ​ ​ 1,598 Net intercompany transactions with parent group entities ​ ​ 3,592 ​ ​ — ​ ​ 3,592 Balances at December 31, 2024 (Predecessor) ​ $ ( 1,449,634 ) ​ $ ( 7,154 ) ​ $ ( 1,456,788 ) ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ ​ ​ 74 Table of Contents XBP Global Holdings, Inc. and Subsidiaries 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 through December 31, ​ ​ Period from January 1, 2025 through July 31, ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ 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 ​ ​ ( 167 ) ​ ​ ​ ( 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 ​ ​ 6 ​ ​ ​ — ​ ​ — 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 ​ ​ ( 8,850 ) ​ ​ ​ 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 ​ ​ 1,782 ​ ​ ​ 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 ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 75 Table of Contents XBP Global Holdings, Inc. and Subsidiaries Notes to the Consolidated and Combined Financial Statements (in thousands of United States dollars except share and per share amounts or unless otherwise noted) ​ 1. Description of the Business XBP Global Holdings, Inc. (the “Company” or “XBP Global”) is a multinational technology and services company powering intelligent workflows for organizations worldwide. The Company’s proprietary platforms, agentic AI-driven automation, and domain expertise across industries and the public and private sectors enable its clients’ digital transformations and workflows. The Company’s automation solutions allow global organizations to address challenges resulting from the massive amounts of data obtained and created from their operations. The Company’s solutions address the life cycle of transaction processing and enterprise information management, from enabling payment gateways and data exchanges across multiple systems, to matching inputs against contracts and handling exceptions, to ultimately depositing payments and distributing communications. The Applied Workflow Automation segment provides services powered by intelligent, AI-enabled workflows that generate outcomes for clients’ systems. Revenue primarily stems from transactions processed and includes payment processing, data capture, analysis, decisioning, distribution and transformation across industries and the public and private sectors, primarily in Americas and Europe, and increasingly in Asia. The Technology segment of the Company primarily focuses on sales of recurring software licenses and related maintenance, hardware solutions and related maintenance and professional services. On July 29, 2025, the Company finalized its acquisition of Exela Technologies BPA, LLC (n/k/a XBP Americas, LLC, collectively with its subsidiaries, “BPA”, and such acquisition, the “Business Combination”) pursuant to a Membership Interest Purchase Agreement dated July 3, 2025 (the “MIPA”). The consideration for the sale was $ 1.00 , reflecting the encumbered nature of BPA which at the time of entry into the MIPA was involved in voluntary bankruptcy proceedings under the caption In re DocuData Solutions, L.C., Case No. 25-90023 (CML) (the “Chapter 11 Cases”). The Business Combination was subject to certain conditions subsequent, including the emergence of BPA and certain of its affiliates from the Chapter 11 Cases, which occurred on July 29, 2025. Prior to the Business Combination, the Company and BPA had both been indirect subsidiaries of Exela Technologies, Inc. (“ETI”). In connection with the Business Combination, the Company changed its name from “XBP Europe Holdings, Inc.” to “XBP Global Holdings, Inc.” BPA is comprised of the assets and operations of (i) the following wholly-owned and indirect subsidiaries of BPA: DocuData Solutions, L.C., Exela Intermediate, LLC, Exela Finance, Inc., BancTec (Canada), Inc., BancTec (Philippines), Inc., BancTec (Puerto Rico), Inc., BancTec Group LLC, BancTec India Pvt. Ltd., BancTec Intermediate Holding, Inc., BancTec, Inc., BillSmart Solutions LLC, BTC Ventures, Inc., Charter Lason, Inc., CorpSource Holdings, LLC, Deliverex, LLC, DFG2 Holdings, LLC, DFG2, LLC, Digital Mailroom LLC, DrySign, LLC, Economic Research Services, Inc., Exela BR SPV, LLC, Exela Receivables 3 Holdco, LLC, Exela Receivables 3, LLC, XBP Asia Technologies Private Limited (f/k/a Exela Technologies India Private Ltd.), Exela XBP, LLC, ExelaPay, LLC, FTS Parent Inc., Glo-X, Inc., HOV Enterprise Services, Inc., HOV Services, Inc., HOV Services, LLC, HOVG, LLC, Ibis Consulting, Inc., Imagenes Digitales S.A. de C.V., J & B Software, Inc., Kinsella Media, LLC, Lason International, Inc., LexiCode Healthcare, Inc., Managed Care Professionals, LLC, Meridian Consulting Group, LLC, Novitex Government Solutions, LLC, Novitex Intermediate, LLC, Pacific Northwest United Information Services, LLC, Pangea Acquisitions, Inc., PCH Subscription Services, LLC, Plexus Global Finance, LLC, Promotora de Tecnologia, S.A. de C.V., RC4 Capital, LLC, Recognition de Mexico S.A. de C.V., Recognition Mexico Holding, Inc., Regulus America LLC, Regulus Group II LLC, Regulus Group LLC, Regulus Holding Inc., Regulus Integrated Solutions LLC, Regulus West LLC, Rust Consulting, Inc., Rustic Canyon III, LLC, S-Corp Philippines, Inc., Services Integration Group, L.P., SIG-G.P., L.L.C., SourceCorp BPS, Inc., Sourcecorp de Mexico S.A. de C.V., SourceCorp Legal, Inc., SourceCorp Management, Inc., Sourcecorp, Incorporated, SourceHOV Canada Company, SourceHOV HealthCare, Inc., SourceHOV Holdings, Inc., SourceHOV India Pvt. Ltd., SourceHOV LLC, TRAC Holdings, LLC, TransCentra, Inc., and United Information Services, Inc. and (ii) the following affiliates of BPA: Exela Enterprise Solutions, Inc., NEON Acquisition, LLC, Novitex Enterprise Solutions Canada, Inc. and Reaktr LLC. The Business Combination was accounted for as a reverse acquisition in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). 76 Table of Contents Under this method of accounting, XBP Europe Holdings, Inc. (now XBP Global) was treated as the “acquired” company for financial reporting purposes even though BPA survives as an indirect wholly-owned subsidiary of XBP Global. Chapter 11 Reorganization On March 3, 2025 (the “Petition Date”), BPA along with certain affiliates (the “BPA Debtors”) commenced the Chapter 11 Cases in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). On April 16, 2025 the BPA Debtors entered into a Plan Support Agreement (as amended, the “Plan Support Agreement”) with an ad hoc group of holders of certain 11.5 % secured notes issued pursuant to the 2026 Indentures (as defined below), ETI, certain non-BPA Debtor subsidiaries of ETI (together with ETI, the “Consenting ETI Entities”), and certain other parties thereto. In the Plan Support Agreement such parties agreed, subject to certain conditions, to support the BPA Debtors’ reorganization plan in the Chapter 11 Cases and to take all commercially reasonable actions necessary and appropriate to facilitate the restructuring of the BPA Debtors’ indebtedness and to complete the restructuring transactions contemplated under the Plan Support Agreement (the “Restructuring”). On May 7, 2025, the BPA Debtors filed a plan of reorganization (the “Plan”) reflecting the proposed Restructuring. The Plan was confirmed by the Bankruptcy Court on June 23, 2025. On July 29, 2025 (the “Emergence Date”), BPA consummated the Restructuring and emerged from bankruptcy having satisfied or waived all the conditions set forth in the Plan. In accordance with ASC 852, Reorganizations (“ASC 852”), BPA was required to apply fresh start accounting upon its emergence from bankruptcy. The Company evaluated transaction activity of BPA between the Emergence Date and July 31, 2025 and concluded that an accounting convenience date of July 31, 2025 (the “Convenience Date”) was appropriate for the adoption of fresh start accounting which resulted in BPA becoming a new entity for financial reporting purposes as of the Convenience Date. On the Emergence Date, in connection with the consummation of the Restructuring and pursuant to the Plan: ● The Company’s Third Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State and became effective increasing authorized shares to 400,000,000 shares of common stock, par value $ 0.0001 per share (“Common Stock”), and 20,000,000 shares of preferred stock of the Company, and changing the Company’s name to XBP Global Holdings, Inc. ● The Company issued 8,179,982 shares of Common Stock to holders of Allowed Notes Claims (claims based on the 2026 Indentures (as defined below), and as further defined in the Plan) and for backstop and funding fees, resulting in 11,751,597 shares of Common Stock issued and outstanding, and new warrants to purchase 663,242 shares of Common Stock to GP 3XCV LLC and XCV-STS, LLC (two subsidiaries of ETI). The issuances reflected a value of $ 49.80 per share for purposes of the Plan (“Plan Equity Value”) based on a valuation of BPA equity at $ 407.0 million and an overall implied equity valuation of the combined company of $ 585.7 million and were exempt from registration under Section 1145 of the U.S. Bankruptcy Code. The warrants have standard terms and are exercisable immediately at Plan Equity Value. ● The Company entered into a Tax Funding Agreement (the “Tax Funding Agreement”) with the Reorganized Debtors (the BPA Debtors following the Restructuring), as Agent, and the Consenting ETI Parties. The Tax Funding Agreement provides for the Consenting ETI Parties to fund certain Transaction Tax Liabilities (as defined in the Plan) (up to an initial funding obligation of $ 15 million and any excess over $ 25 million), with security over Blocked ETI Shares (as defined therein) and provisions for release upon payment. ● The Reorganized Debtors entered into exit financing arrangements (refer to Note 13, Long-term Debt and Credit Facilities ), including: o An Indenture reflecting the issuance of $ 183.0 million of July 2030 Notes as described in Note 13, Long-term Debt and Credit Facilities , in a cashless rollover of a comparable amount of debtor-in-possession obligations from the Chapter 11 Cases, plus $ 18.0 million in additional funding 77 Table of Contents provided by the Company in exchange for July 2030 Notes (the “XBP Funding”), with the remaining $ 10.0 million of debtor-in-possession obligations from the Chapter 11 Cases being cancelled and replaced with $ 6.0 million of loans under the Super Senior Term Loan as described in Note 13, Long-term Debt and Credit Facilities . o The Super Senior Term Loan consisting of $ 40.0 million of new loans used to refinance the BPA Debtors’ prepetition senior secured term loan facility, which was in the aggregate principal amount of approximately $ 38.9 million, plus accrued interest, fees, and expenses, and $ 6.0 million of take-back loans, secured by Term Loan Priority Collateral (as defined therein). o An Amended and Restated Credit and Security Agreement with BRF Finance Co. LLC, as Agent, and the lenders party thereto, amending and restating the Second Lien Note, dated February 27, 2023, as described in Note 13, Long-term Debt and Credit Facilities , providing for term loans bearing interest at Term SOFR plus 7.5 % , and other terms as set forth therein. o The ABL Facility, as described in Note 13, Long-term Debt and Credit Facilities , with MidCap Financial Trust as Agent and Lender, providing a $ 150 million revolving credit facility, secured by ABL Priority Collateral (as defined therein), with terms including interest at SOFR plus Applicable Margin ( 3.75 % - 4.25 % based on EBITDA). In addition, on the Emergence Date, the indenture dated as of December 9, 2021 (as amended, supplemented or otherwise modified from time to time), among Exela Intermediate LLC and Exela Finance Inc., as issuers, the guarantors party thereto (including certain of the Debtors, as defined therein), and U.S. Bank Trust Company, National Association, as trustee and collateral agent, governing the 11.500 % first-priority senior secured notes due 2026, and the indenture dated as of July 11, 2023 (as amended, supplemented or otherwise modified from time to time), among Exela Intermediate LLC and Exela Finance Inc., as issuers, the guarantors party thereto (including certain of the Debtors), and U.S. Bank Trust Company, National Association, as trustee and collateral agent, governing the 11.500 % first-priority senior secured notes due 2026 (together, the “2026 Indentures”), were terminated, and all obligations thereunder were cancelled and discharged, with holders of claims thereunder receiving distributions of Common Stock as described above. The ABL Facility also replaced BPA’s then existing securitization arrangements with PNC Bank. As a result of the Restructuring and the Business Combination, the Company was no longer considered a “controlled company” under the rules of The Nasdaq Stock Market LLC. Prior to the Restructuring and the Business Combination, BTC International Holdings, Inc. (“BTC”), an indirect subsidiary of ETI, owned approximately 60.7 % of the Company’s Common Stock. Pursuant to the Plan, BTC’s shares were distributed to holders of Allowed Notes Claims (including ETI). Post-issuance of new shares under the Plan, beneficial ownership is dispersed, with no beneficial holder owning more than 50% of the voting securities of the Company. As of December 31, 2025, ETI held approximately 25.7 %, Gates Capital Management approximately 24.4 %, and Avenue Capital approximately 9.3 %, in each case, assuming the exercise of all warrants held by the Consenting ETI Parties. The Restructuring and the Business Combination represent a dissipation of control, not a “change of control” in the traditional sense, because no new third party acquired control of XBP Europe Holdings, Inc. as a result of the Restructuring of the BPA Debtors and the subsequent Business Combination. As of the date of this report, there are no known arrangements that may result in a further change in control. 2. Basis of Presentation and Summary of Significant Accounting Policies The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated and combined financial statements. There were certain changes to accounting policies implemented during the period from August 1, 2025 to December 31, 2025, as described below. These policy changes were made in connection with the adoption of fresh start accounting and the Business Combination. 78 Table of Contents Basis of Presentation Financial information prior to the Emgergence Date is referred to as “Predecessor” company information, which reflects the combined historical financial statements of BPA prepared using BPA’s previous combined basis of accounting. The financial information beginning August 1, 2025 is referred to as “Successor” company information and reflects the consolidated financial statements of XBP Global, including the financial statement effects of recording fair value adjustments and the capital structure resulting from the Business Combination and fresh start accounting of BPA. Black lines have been drawn to separate the Successor’s financial information from that of the Predecessor since their financial statements are not comparable as a result of the application of acquisition accounting and the Company’s capital structure resulting from the Business Combination and fresh start accounting of BPA. Successor: The accompanying consolidated financial statements as of and for the period August 1, 2025 to December 31, 2025, includes the consolidated balance sheet, and statement of operations, comprehensive income (loss), changes in equity, and cash flows of XBP Global. All significant intercompany items and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been omitted pursuant to the SEC’s rules and regulations. However, management believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the consolidated financial statements reflect all adjustments (which are of a normal recurring nature) necessary to present fairly the Company’s financial position, results of operations and cash flows. The results of operations and cash flows for the period from August 1, 2025 to December 31, 2025 are not necessarily indicative of the results of operations or cash flows that may be expected for future periods. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Predecessor: The consolidated and combined BPA financial statements (the “BPA financial statements”) include the accounts of the wholly-owned direct and indirect subsidiaries and affiliates of BPA (as listed above). Throughout fiscal 2024 and the period January 1, 2025 to the Petition Date that are covered by the BPA financial statements, BPA operated as part of ETI. The accompanying consolidated and combined financial statements have been prepared from ETI’s historical accounting records and are presented on a stand-alone basis as if BPA’s operations had been conducted independently from ETI. The operations of BPA are in various legal entities either with a direct ownership relationship or affiliate relationship through ETI. Accordingly, ETI and its subsidiaries’ net parent investment in these operations is shown in lieu of a statement of member’s equity in the consolidated and combined financial statements. The consolidated and combined financial statements and related notes to the consolidated and combined financial statements have been prepared in accordance with GAAP. The consolidated and combined statements of operations and comprehensive loss include all revenues and costs directly attributable to BPA, including costs for facilities, functions and services used by BPA. Costs for certain functions and services delivered by ETI are directly charged to BPA based on specific identification when possible or based on a reasonable allocation driver or other allocation methods. Current and deferred income taxes have been determined based on the stand-alone results of BPA. However, because BPA filed as part of ETI’s tax group in certain jurisdictions, BPA’s actual tax balances may differ from those reported. BPA’s portion of its domestic and certain income taxes for jurisdictions outside the United States are deemed to have been settled in the period the related tax expense was recorded. 79 Table of Contents All intercompany transactions and balances within BPA have been eliminated. The Predecessor financial statements include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to BPA. Transactions with affiliated companies owned by ETI or its subsidiaries which are not a part of BPA are reflected as related party transactions. All of the allocations and estimates in the consolidated and combined financial statements are based on assumptions that management believes are reasonable. However, the consolidated and combined financial statements included herein may not be indicative of the financial position, results of operations, and cash flows of BPA if BPA had been a separate, stand-alone entity during the periods presented. Actual costs that would have been incurred if BPA had been a stand-alone business would depend on multiple factors, including organizational structure and strategic decisions. As described below, as a result of the application of fresh start accounting and the effects of the implementation of the Plan, the consolidated financial statements after the Emergence Date are not comparable with the consolidated and combined financial statements on or before the Emergence Date. Refer to Note 4, Fresh Start Accounting , for additional information. As part of Business Combination, the Company reevaluated its segment reporting, resulting in the presentation of two businesses: Applied Workflow Automation and Technology. ● Applied Workflow Automation . The Applied Workflow Automation segment provides services powered by intelligent, AI-enabled workflows that generate outcomes for clients’ systems. Revenue primarily stems from transactions processed and includes payment processing, data capture, analysis, decisioning, distribution and transformation across industries and the public and private sectors, primarily in Americas and Europe, and increasingly in Asia. The Applied Workflow Automation segment includes the Company’s Bills & Payments, healthcare industry solutions, on-site enterprise solutions, integrated communications and enterprise legal management business units which serve leading banks, payers and providers, utilities as well as federal, regional and local government entities. ● Technology . The Technology segment focuses on the sale of recurring and perpetual software licenses, software maintenance and professional services, as well as hardware solutions and maintenance. The Company offers an industry-agnostic and cross-departmental suite of products, with primary focus on scalable workflows leveraging AI through neural networks together with deep domain expertise. The Company also offers industry specific platforms for the banking and healthcare industries. Prior periods have been recast to reflect the Company’s current segment presentation. See Note 21, Segment Information . Certain prior period amounts have been reclassified to conform to the 2025 presentation. Use of Estimates in Preparation of the Consolidated and Combined Financial Statements The preparation of consolidated and combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and judgments relied upon in preparing these consolidated and combined financial statements include, among others, revenue recognition for multiple element arrangements, allowance for expected credit losses, income taxes, depreciation, amortization, employee benefits, equity-based compensation, contingencies, goodwill, intangible assets, right of use assets, pension obligations, pension assets, and asset and liability valuations. The Company regularly assesses these estimates and records changes in estimates in the period in which they become known. The 80 Table of Contents Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates. Fresh Start Accounting Upon emergence from bankruptcy the Company adopted fresh start accounting. Refer to Note 4, Fresh Start Accounting for further details. Cash and Cash Equivalents Cash and cash equivalents include cash deposited with financial institutions and liquid investments acquired with maturity dates equal to or less than three months. All bank deposits and money market accounts are considered cash and cash equivalents. The Company holds cash and cash equivalents at major financial institutions, which often exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to bank depository concentration. Certificates of deposit and fixed deposits whose maturity, when acquired, is greater than three months and less than or equal to one year are classified as short-term investments, and certificates of deposit and fixed deposits whose maturity is greater than one year at the balance sheet date are classified as non-current assets in the consolidated and combined balance sheets. The purchase of any certificates of deposit or fixed deposits that are classified as short-term investments or non-current assets appears in the investing section of the consolidated and combined statements of cash flows. Restricted Cash Restricted cash is the carrying amount of cash and cash equivalents which are restricted under contract or otherwise as to withdrawal or usage. These include deposits held for claim payments on behalf of clients or under agreements entered into with others but exclude compensating balance arrangements that do not legally restrict the use of cash amounts shown on the consolidated and combined balance sheets. Obligation for Claim Payment As part of the Company’s legal claims processing service, the Company holds cash for various settlement funds. Some of the cash is used to pay tax obligations and other liabilities of the settlement funds. The Company has recorded a liability for the settlement funds received, which is included in obligation for claim payment in the consolidated and combined balance sheets, of $ 55.6 million and $ 70.8 million at December 31, 2025 (Successor) and 2024 (Predecessor), respectively. Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable are carried at the original invoice amount less allowances for expected credit losses. Revenue that has been earned but remains unbilled at the end of the period is recorded as a component of accounts receivable, net. The Company specifically analyzes accounts receivable mainly based on client type and related aging schedules, historical collection experience, current and future economic and market conditions to estimate the probability of default in the future when evaluating the adequacy of its allowance for expected credit losses. The Company writes off accounts receivable balances against the allowances for expected credit losses, net of any amounts recorded in deferred revenue, when it becomes probable that the receivable will not be collected. Inventories Our inventories primarily include heavy-duty scanners and related parts, toner, paper stock, envelopes and postage supplies. Inventories are stated at the lower of cost or net realizable values and include the cost of raw materials, labor, and purchased subassemblies. Cost is determined by using the weighted average method. 81 Table of Contents Property, Plant and Equipment Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method (which approximates the use of the assets) over the estimated useful lives of the assets. When these assets are sold or otherwise disposed of, the asset and related depreciation is relieved, and any gain or loss is included in the consolidated and combined statements of operations for the period of sale or disposal. Leasehold improvements are amortized over the lease term or the useful life of the asset, whichever is shorter. Repair and maintenance costs are expensed as incurred. Intangible Assets Customer Relationships Customer relationship intangible assets represent client contracts and relationships obtained as part of acquired businesses. Customer relationship values are estimated by evaluating various factors including historical attrition rates, contractual provisions and client growth rates, among others. The estimated average useful lives of client relationships range from 6 to 17 years depending on facts and circumstances. These intangible assets are primarily amortized on a straight-line basis over their estimated useful life. The Company evaluates the remaining useful life of intangible assets on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life. Trade Names The Company has determined that its Rust and Lexicode trade name intangible assets are indefinite-lived assets and therefore are not subject to amortization. Rust and Lexicode trade names are tested for impairment as per the Company’s policy for impairment of indefinite-lived assets. The Company has determined that its XBP trade name intangible asset is a definite-lived asset and therefore is subject to amortization on a straight-line basis over its estimated useful life. Capitalized Software Costs The Company capitalizes certain costs incurred to develop software products to be sold, leased or otherwise marketed after establishing technological feasibility in accordance with ASC section 985-20, Software—Costs of Software to Be Sold, Leased, or Marketed , and the Company capitalizes costs to develop or purchase internal-use software in accordance with ASC section 350-40, Intangibles—Goodwill and Other— Internal-Use Software . Significant estimates and assumptions include determining the appropriate period over which to amortize the capitalized costs based on estimated useful lives and estimating the marketability of the commercial software products and related future revenues. The Company amortizes capitalized software costs on a straight-line basis over the estimated useful life, which is typically 3 to 5 years . Outsourced Contract Costs Costs of outsourcing contracts, including costs incurred for bid and proposal activities, are generally expensed as incurred. However, certain costs incurred upon initiation of an outsourcing contract are deferred and expensed on a straight-line basis over the estimated contract term. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment activities and can be separated into two principal categories: contract commissions and set-up/fulfillment costs. Contract fulfillment costs are capitalized only if they are directly attributable to a specifically anticipated future contract; represent the enhancement of resources that will be used in satisfying a future performance obligation (the services under the anticipated contract); and are expected to be recovered. Impairment of Indefinite-Lived Assets The Company conducts its annual indefinite-lived assets impairment tests on October 1st of each year for its indefinite-lived assets, including trade names, or more frequently if indicators of impairment exist. When performing the 82 Table of Contents impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. A quantitative assessment requires comparison of the fair value of the asset to its carrying value. If the carrying value of the indefinite-lived assets exceeds fair value, the Company recognizes an impairment loss by an amount which is equal to the excess of carrying value over fair value. The Company utilizes the “Income Approach,” specifically the “Relief-from-Royalty Method” (“RFR”), which has the basic tenet that a user of an intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. Refer to Note 11, Intangible Assets and Goodwill for additional discussion of impairment of trade names. Impairment of Long-Lived Assets The Company reviews the recoverability of its long-lived assets, including its finite-lived XBP trade name, customer relationships, developed technology, capitalized software costs, outsourced contract costs, acquired software, and property, plant and equipment, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The primary measure of fair value is based on discounted cash flows based in part on the financial results and the expectation of future performance. The Company did not record any material impairment related to its property, plant, and equipment, XBP trade name, customer relationships, developed technology, capitalized software cost or outsourced contract costs 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). Goodwill Goodwill represents the excess purchase price over tangible and intangible assets acquired less liabilities assumed arising from business combinations. Goodwill is generally allocated to reporting units based upon relative fair value (taking into consideration other factors such as synergies) when an acquired business is integrated into multiple reporting units. The Company’s reporting units are at the component level, for which discrete financial information is prepared and regularly reviewed by management. When a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. The Company conducts its annual goodwill impairment tests on October 1st of each year, or more frequently if indicators of impairment exist. When performing the annual impairment test, the Company has the option of performing a qualitative or quantitative assessment to determine if an impairment has occurred. If a qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would be required to perform a quantitative impairment analysis for goodwill. The quantitative analysis requires a comparison of fair value of the reporting unit to its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company uses a combination of the “Guideline Public Company Method of the Market Approach” and the “Discounted Cash Flow Method of the Income Approach” to determine the reporting unit fair value. Refer to Note 11, Intangible Assets and Goodwill for additional discussion of the consideration of impairment of goodwill. Benefit Plan Accruals The Company has defined benefit plans in the UK, Germany, Norway and France under which participants earn a retirement benefit based upon a formula set forth in the respective plans. The Company records annual amounts relating to its pension plans based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, and compensation increases. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. 83 Table of Contents Leases The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company’s consolidated and combined balance sheets. Finance leases are included in property, plant and equipment, current portion of finance lease liabilities and finance lease liabilities, net of current portion in the Company’s consolidated and combined balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company uses the implicit rate when readily determinable. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are not recorded on the balance sheet. Finance lease ROU assets are amortized over the lease term or the useful life of the asset, whichever is shorter. The amortization of finance lease ROU assets is recorded in depreciation expense in the consolidated and combined statements of operations. For operating leases, the Company recognizes expense for lease payments on a straight-line basis over the lease term. Stock-Based Compensation The Company accounts for all equity-classified awards under stock-based compensation plans at their fair value. This fair value is measured at the fair value of the awards at the grant date and recognized as compensation expense on a straight-line basis over the vesting period. The fair value of the awards on the grant date is determined using the stock price on the respective grant date in the case of restricted stock units and using an option pricing model in the case of stock options. The Company accounts for forfeitures as they occur. The expense resulting from share-based payments is recorded in selling, general and administrative expense in the consolidated and combined statements of operations. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 , Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815 , Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to Company’s own shares of common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. The Company determined that while the Public Warrants and ETI Warrants meet the definition of a derivative, they meet the equity scope exception in ASC 815 to be classified in stockholders ’ equity (deficit) and are not subject to remeasurement provided that the warrants continue to meet the criteria for equity classification. While the Private Warrants also meet the definition of a derivative, they don ’ t meet the equity scope exception in ASC 815 and are subject to remeasurement. Private Warrant liability shall be measured at fair value on the transaction 84 Table of Contents closing date, with changes in fair value recognized in the consolidated and combined statements of operations each period. Business Combinations The Company includes the results of operations of the businesses acquired as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Segment Reporting The Company consists of two segments: Applied Workflow Automation and Technology (as further described in Basis of Presentation , above, and Note 21, Segment Information , below). Revenue Recognition The Company accounts for revenue by first evaluating whether a performance obligation exists. A performance obligation is a promise in a contract to transfer a distinct good or service to a client and is the unit of account. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. All of the Company’s material sources of revenue are derived from contracts with clients, primarily relating to the provision of business and transaction processing services and sales of recurring software licenses and professional services within each of the Company’s segments. The Company does not have any significant extended payment terms, as payment is typically received shortly after goods are delivered or services are provided. Nature of Services The Company’s primary performance obligations are to stand ready to provide various forms of workflow automation services, consisting of a series of distinct services, but that are substantially the same, and have the same pattern of transfer over time, and accordingly are combined into a single performance obligation. The Company’s obligation to its clients is typically to perform an unknown or unspecified quantity of tasks and the consideration received is contingent upon the clients’ use (i.e., number of transactions processed, requests fulfilled, etc.); as such, the total transaction price is variable. The Company allocates variable fees to the single performance obligation charged to the distinct service period in which the Company has the contractual right to bill under the contract. Revenue from the sale of software licenses is recognized as a single performance obligation at the point in time that the software license is delivered to the client. Perpetual licenses or non-cancelable licenses are granted for a non-refundable fee, which are recognized at a point in time. No significant obligations or contingencies exist with regard to delivery, client acceptance or rights of return at the time revenue is recognized. Professional services revenue consists of implementation services for new clients, or implementations of new products for existing clients. Professional services are typically sold on a time-and-materials basis and billed monthly based on actual hours incurred. Revenue from the sale of hardware solutions is recognized on a point in time basis and related maintenance is recognized ratably over the contractual term. 85 Table of Contents Disaggregation of Revenues The Company is organized into two segments: Applied Workflow Automation and Technology (See Note 21, Segment Information ). The following tables disaggregate revenue from contracts by segment and by geographic region 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ Period from August 1 2025 through December 31, 2025 ​ ​ Period from January 1 2025 through July 31, 2025 ​ Year Ended December 31, 2024 ​ ​ ​ ​ Applied Workflow Automation ​ Technology ​ Total ​ ​ Applied Workflow Automation ​ Technology ​ Total ​ Applied Workflow Automation ​ Technology ​ Total U.S.A. $ 271,050 ​ $ 20,644 ​ $ 291,694 ​ ​ $ 390,987 ​ $ 30,068 ​ $ 421,055 ​ $ 790,933 ​ $ 56,243 ​ $ 847,176 EMEA ​ ​ 43,781 ​ ​ 17,119 ​ ​ 60,900 ​ ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Other ​ 6,787 ​ — ​ 6,787 ​ ​ ​ 10,606 ​ — ​ ​ 10,606 ​ ​ 25,514 ​ — ​ ​ 25,514 Total $ 321,618 ​ $ 37,763 ​ $ 359,381 ​ ​ $ 401,593 ​ $ 30,068 $ 431,661 ​ $ 816,447 ​ $ 56,243 $ 872,690 ​ Contract Balances The following table presents contract assets, contract liabilities and contract costs recognized at December 31, 2025 (Successor), December 31, 2024 (Predecessor) and January 1, 2024 (Predecessor): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ January 1, ​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ ​ 2024 Accounts receivable, net ​ $ 130,281 ​ ​ $ 18,663 ​ $ 42,833 Deferred revenues (1) ​ 12,192 ​ ​ 6,940 ​ 6,466 Customer deposits ​ 21,691 ​ ​ 19,900 ​ 23,302 Costs to obtain and fulfill a contract ​ ​ 1,039 ​ ​ ​ 1,164 ​ ​ 1,397 ​ (1) Includes $ 0.3 million and $ 0.4 million of non-current portion of deferred revenues reported as part of other long-term liabilities on the Company’s consolidated and combined balance sheets as of December 31, 2025 and December 31, 2024, respectively. Non-current portion of deferred revenues was $ 1.0 million as of January 1, 2024. ​ Accounts receivable, net includes $ 25.4 million and $ 13.5 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, representing amounts not yet billed to clients. The Company has accrued the unbilled receivables for work performed in accordance with the terms of its contracts with clients. Deferred revenues relate to payments received in advance of performance under a contract. A significant portion of this balance relates to maintenance contracts or other service contracts where the Company received payments for upfront conversions or implementation activities which do not transfer a service to the client but rather are used in fulfilling the related performance obligations that transfer over time. The advance consideration received from clients is deferred over the contract term. The Company recognized revenue of $ 0.6 million and $ 6.4 million during the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), respectively, that had been deferred as of January 1, 2025 (Predecessor). The Company recognized revenue of $ 3.7 million during the period August 1, 2025 to December 31, 2025 (Successor) out of $ 5.1 million of the deferred revenue acquired as part of the Business Combination on July 31, 2025 (Refer to Note 5, Business Combination ). The Company recognized revenue of $ 5.8 million during the year ended December 31, 2024 (Predecessor) that had been deferred as of January 1, 2024 (Predecessor). Costs incurred to obtain and fulfill contracts are deferred and presented as part of intangible assets, net and expensed on a straight-line basis over the estimated benefit period. The Company recognized $ 0.1 million and $ 0.2 million of amortization for these costs during the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), respectively, within depreciation and amortization expense in the Company’s consolidated and combined statements of operations. The Company recognized $ 0.6 million of amortization for these 86 Table of Contents costs during the year ended December 31, 2024 (Predecessor) within depreciation and amortization expense in the Company’s consolidated and combined statements of operations. These costs represent incremental external costs or certain specific internal costs that are directly related to the contract acquisition or fulfillment and can be separated into two principal categories: contract commissions and fulfillment costs. Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred, if the amortization period would have been one year or less. These costs are included in selling, general and administrative expenses. The effect of applying this practical expedient was not material. Customer deposits consist primarily of amounts received from clients in advance for postage. These advanced postage deposits are used to cover the costs associated with postage, with the corresponding postage revenue being recognized as services are performed. Performance Obligations At the inception of each contract, the Company assesses the goods and services promised in its contracts and identifies each distinct performance obligation. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts. For the majority of the Company’s business and transaction processing service contracts, revenues are recognized as services are provided based on an appropriate input or output method, typically based on the related labor or transactional volumes. Certain of the Company’s contracts have multiple performance obligations, including contracts that combine software implementation services with post-implementation customer support. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company estimates its expected costs of satisfying a performance obligation and adds an appropriate margin for that distinct good or service. The Company also uses the adjusted market approach whereby it estimates the price that customers in the market would be willing to pay. In assessing whether to allocate variable consideration to a specific part of the contract, the Company considers the nature of the variable payment and whether it relates specifically to its efforts to satisfy a specific part of the contract. Certain of the Company’s software implementation performance obligations are deemed satisfied at a point in time, typically when client acceptance is obtained. When evaluating the transaction price, the Company analyzes, on a contract-by-contract basis, all applicable variable consideration. The nature of the Company’s contracts gives rise to variable consideration, including volume discounts, contract penalties, and other similar items that generally decrease the transaction price. The Company estimates these amounts based on the expected amount to be provided to clients and reduces revenues recognized. The Company does not anticipate significant changes to its estimates of variable consideration. The Company includes reimbursements from clients, such as postage costs, in revenue, while the related costs are included in cost of revenue. 87 Table of Contents Transaction Price Allocated to the Remaining Performance Obligations In accordance with optional exemptions available under GAAP, the Company does not disclose the value of unsatisfied performance obligations for (a) contracts with an original expected length of one year or less, and (b) contracts for which variable consideration relates entirely to an unsatisfied performance obligation, which comprise the majority of the Company’s contracts. The Company has certain non-cancellable contracts where the Company receives a fixed monthly fee in exchange for a series of distinct services that are substantially the same and have the same pattern of transfer over time, with the corresponding remaining performance obligations as of December 31, 2025 (Successor) in each of the future periods below: ​ ​ ​ ​ ​ Estimated Remaining Fixed Consideration for Unsatisfied Performance Obligations ​ ​ ​ ​ ​ ​ 2026 ​ $ 13,900 2027 ​ 8,437 2028 ​ 4,401 2029 ​ 1,084 2030 ​ 860 2031 and thereafter ​ 2,855 Total $ 31,537 ​ Research and Development Research and development costs are expensed as incurred and recorded in selling, general and administrative expense. Research and development costs expensed for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year December 31, 2024 (Predecessor) were $ 0.1 million, $ 0.2 million and $ 0.3 million, respectively. Advertising Advertising costs are expensed as incurred and recorded in selling, general and administrative expense. Advertising expense for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year December 31, 2024 (Predecessor) were $ 0.2 million, $ 0.1 million and $ 0.1 million, respectively. Income Taxes The Company accounts for income taxes by using the asset and liability method. The Company accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to income taxes in income tax benefit/(expense) in the consolidated and combined statements of operations. Deferred income taxes are recognized on the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, as determined under tax laws and rates. A valuation allowance is provided when it is more likely than not that all or some portion of the deferred tax assets will not be realized. Due to numerous ownership changes, the Company is subject to limitations on existing net operating losses under Section 382 of the Internal Revenue Code (the “Code”). Accordingly, valuation allowances have been established against a portion of the net operating losses to reflect estimated Section 382 limitations. The Company also considered the realizability of net operating losses not limited by Section 382. The Company did not consider future book income as a source of taxable income when assessing if a portion of the deferred tax assets are more likely than not to be realized. However, scheduling the reversal of existing deferred tax liabilities indicated that a portion of the deferred tax assets are likely to be realized. Therefore, partial valuation allowances were established against a portion of the Company’s deferred tax assets. In the event the Company determines that it would be able to realize deferred tax assets that have valuation 88 Table of Contents allowances established, an adjustment to the net deferred tax assets would be recognized as a component of income tax expense through continuing operations. The Company engages in transactions (i.e. acquisitions) in which the tax consequences may be subject to uncertainty and examination by the various tax authorities. Therefore, judgment is required by the Company in assessing and estimating the tax consequences of these transactions. While the Company’s tax returns are prepared and based on the Company’s interpretation of tax laws and regulations, in the normal course of business the tax returns are subject to examination by the various taxing authorities. Such examinations may result in future assessments of additional tax, interest and penalties. For purposes of the Company’s income tax provision, a tax benefit is not recognized if the tax position is not more likely than not to be sustained based solely on its technical merits. Considerable judgment is involved in determining which tax positions are more likely than not to be sustained. Refer to Note 14 , Income Taxes for further information. Loss Contingencies The Company reviews the status of each significant matter, if any, and assesses its potential financial exposure considering all available information including, but not limited to, the impact of negotiations, settlements, rulings, advice of legal counsel and other updated information and events pertaining to a particular matter. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Judgment is required in both the determination of probability and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to loss contingencies, accruals are based on the best information available at the time they are made. As additional information becomes available, the Company reassesses the potential liability related to its pending claims and litigation and may revise its estimates. These revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position of the Company. The Company’s liabilities exclude any estimates for legal costs not yet incurred associated with handling these matters. Operations A portion of the Company’s labor and operations is situated outside of the United States. The carrying value of long-lived assets that are situated outside of the United States is approximately $ 28.5 million and $ 13.3 million as of December 31, 2025 (Successor) and 2024 (Predecessor), respectively. Foreign Currency Translation The functional currency for the Company’s subsidiaries located in India, the Philippines, and Mexico is the United States dollar. Included in other expense as sundry expense (income), net in the consolidated statements of operations are net exchange loss of $ 0.8 million, net exchange gain of $ 0.7 million and net exchange gain of $ 0.4 million for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and the year December 31, 2024 (Predecessor), respectively. The Company has determined all other international subsidiaries’ functional currency is the local currency. The assets and liabilities of such subsidiaries are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive profit (loss). Net Profit (Loss) per Share Earnings per share (“EPS”) is computed by dividing net profit (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method and the if-converted method in the period of earnings. The two-class method is an earnings allocation method that determines earnings per share (when there are earnings) for common stock and participating securities. The 89 Table of Contents if-converted method assumes all convertible securities are converted into common stock. Diluted EPS excludes all dilutive potential shares of common stock if their effect is anti-dilutive. As the Company experienced a net loss for the period August 1, 2025 to December 31, 2025 (Successor), the Company did not include the effect of 1,326,740 shares of Common Stock issuable upon exercise of 13,267,398 outstanding warrants as of December 31, 2025 (refer to Note 19, Stockholders’ Equity and Warrants ) or the effect of the aggregate number of shares issuable pursuant to outstanding restricted stock units ( 278,212 as of December 31, 2025, refer to Note 18, Stock-Based Compensation ) in the calculation of diluted profit (loss) per share for the period August 1, 2025 to December 31, 2025 (Successor), because their effects were anti-dilutive (i.e., if included, would reduce the net loss per share). The following table provides details underlying Company’s loss per basic and diluted share calculation for the period from August 1, 2025 to December 31, 2025 (Successor). All shares and per share amounts have been adjusted for a one share-for-ten shares Reverse Stock Split which took effect on December 12, 2025: ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ Period from August 1, 2025 through December 31, ​ ​ ​ ​ 2025 Net loss attributable to common stockholders (A) ​ $ ( 351,123 ) Weighted average common shares outstanding – basic and diluted (B) ​ ​ 11,752,078 Loss Per Share: ​ ​ ​ Basic and diluted (A/B) ​ $ ( 29.88 ) ​ Fair Value Measurements The Company records the fair value of assets and liabilities in accordance with ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability at fair value. Refer to Note 17 , Fair Value Measurement for further discussion. 90 Table of Contents Concentration of Credit Risk ​ Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and trade receivables. The Company maintains its cash and cash equivalents and certain other financial instruments with highly rated financial institutions and limits the amount of credit exposure with any one financial institution. From time to time, the Company assesses the credit worthiness of its clients. Credit risk on trade receivables is minimized because of the large number of entities comprising the Company’s client base and their dispersion across many industries and geographic areas. The Company generally has not experienced any material losses related to receivables from any individual client or groups of clients. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable, net. The Company does not have any clients that account for 10% or more of the total consolidated revenues. 3. New Accounting Pronouncements Recently Adopted Accounting Guidance Effective January 1, 2025 for the annual reporting, the Company adopted Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires an annual tabular effective tax rate reconciliation disclosure including information for specified categories and jurisdiction levels, as well as, disclosure of income taxes paid, net of refunds received, disaggregated by federal, state/local, and significant foreign jurisdiction. The adoption of this standard did not have a material impact on our consolidated financial statements and related disclosures. See Note 14 for further information. There have been no other new accounting pronouncements made effective during fiscal 2025 that have significance, or potential significance, to our consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Effective In November 2024, the Financial Accounting Standards Board (the “FASB”) issued ASU 2024-04, Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments , which amends ASC 470-20 to clarify the requirements related to accounting for the settlement of a debt instrument as an induced conversion. This ASU is intended to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for (a) convertible debt instruments with cash conversion features and (b) debt instruments that are not currently convertible. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations. This new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently assessing the impact this ASU adoption will have on its consolidated financial statements. In May 2025, the FASB issued ASU 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (“VIE”). This ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. Under this ASU, a reporting entity involved in a business combination effected primarily by the exchange of equity interests must consider the factors 91 Table of Contents in ASC 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE. More specifically, when considering those factors, the reporting entity can determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition (in which the legal acquirer is identified as the acquiree for accounting purposes). As a result, comparability is increased with business combinations in which the legal acquiree is a VIE. This ASU is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU must be applied prospectively to any business combination that occurs after the initial adoption date. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . This ASU provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers . Under this practical expedient, an entity is allowed to assume that the current conditions it has applied in determining credit loss allowances for current accounts receivable and current contract assets remain unchanged for the remaining life of those assets. This ASU is effective for fiscal years beginning after December 15, 2025, and interim reporting periods in those years, with early adoption permitted. Entities should apply the new guidance prospectively. The Company is currently assessing the impact this ASU adoption will have on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , to modernize the accounting guidance for the costs to develop software for internal use. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed, and the software will be used to perform the function intended. The new standard also supersedes the guidance related to costs incurred to develop a website. The ASU’s amendments are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. The Company is currently assessing the impact this ASU adoption will have on its consolidated financial statements. ​ In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract . This ASU expands the population of contracts that are excluded from the scope of derivative accounting in ASC 815. It also clarifies that the revenue guidance in ASC 606 initially applies to share-based noncash consideration received from a customer for the transfer of goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. ​ In November 2025, the FASB issued ASU 2025-08, Purchased Loans , which amends the guidance in ASC 326 on the accounting for certain purchased loans. Under the ASU, entities must account for acquired loans (excluding credit cards) that meet certain criteria at acquisition by recognizing them at their purchase price plus an allowance for expected credit losses. The ASU’s amendments align the accounting for purchased seasoned loans with the treatment of financial assets purchased with more-than-insignificant credit deterioration since origination. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. ​ In November 2025, the FASB issued ASU 2025-09, Hedge Accounting Improvements , which amends certain aspects of the hedge accounting guidance in ASC 815. In addition to addressing stakeholder concerns, the amendments are intended to more closely align hedge accounting with the economics of an entity’s risk management activities. The main amendments relate to cash flow hedging, but some of the amendments affect certain fair value and net investment 92 Table of Contents hedges. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. ​ In December 2025, the FASB issued ASU 2025-10, Accounting for Government Grants Received by Business Entities , which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. ASC 832 as originally promulgated contained only disclosure requirements concerning the receipt of government assistance by business entities. In the absence of such guidance, many for-profit entities historically have analogized to other GAAP, including IAS 203 or ASC 958-605, when accounting for government grants. This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. ​ In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” The amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently assessing the impact this ASU adoption will have on its condensed consolidated interim financial statements. ​ 4. Fresh Start Accounting Upon emergence from the Restructuring, the Predecessor met the criteria and was required to adopt fresh start accounting in accordance with ASC 852, Reorganizations , which on the Emergence Date resulted in a new entity, the Successor, for financial reporting purposes, with no beginning retained earnings or deficit as of the fresh start reporting date. The criteria requiring fresh start accounting are: (1) the holders of the then-existing common shares of the Predecessor received less than 50 percent of the new common shares of the Successor outstanding upon emergence from bankruptcy and (2) the reorganization value of the entity’s assets immediately prior to confirmation of the Plan was less than the total of all post-petition liabilities and allowed claims. Fresh start accounting requires that new fair values be established for BPA’s assets, liabilities and equity as of the Convenience Date (July 31, 2025, as discussed above), and therefore certain values and operational results of the consolidated financial statements subsequent to July 31, 2025 are not comparable to those in the Company’s consolidated financial statements prior to and including July 31, 2025. The Convenience Date fair values of the Successor’s assets and liabilities differ materially from their recorded values as reflected on the historical balance sheet of the Predecessor. Reorganization Value The reorganization value derived from the range of enterprise values associated with the Plan was allocated to BPA’s identifiable tangible and intangible assets and liabilities based on their fair values. Under ASC 852, Reorganization, value generally approximates the fair value of the entity before considering liabilities and is intended to approximate the amount a willing buyer would pay for the assets immediately after the effects of the restructuring. The value of the reconstituted entity (i.e., Successor) was based on management projections and the valuation models as determined by the Company’s financial advisors in setting an estimated range of enterprise values. As set forth in the Disclosure Statement for Joint Plan of Reorganization approved by the Bankruptcy Court, the valuation analysis resulted in an enterprise value between $ 682 million and $ 800 million, with a mid-point of $ 741 million. For GAAP purposes, we valued the Successor’s individual assets, liabilities, and equity instruments and determined the value of the enterprise was approximately $ 733 million as of the Emergence Date, which is between the low-point and the mid-point of the forecast enterprise value ranges approved by the Bankruptcy Court. Specific valuation approaches and key assumptions 93 Table of Contents used to arrive at reorganization value, and the value of discrete assets and liabilities resulting from the application of fresh start accounting, are described below in greater detail within the valuation process. The following table reconciles the enterprise value to the equity value of the Successor as of the Convenience Date: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ July 31, 2025 Enterprise value ​ $ 732,730 Plus: Cash and cash equivalents ​ ​ 11,667 Less: Total debt ​ ​ ( 337,034 ) Equity value ​ $ 407,363 ​ The following table reconciles enterprise value to reorganization value of the Successor (i.e., value of the reconstituted entity) and total reorganization value: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ July 31, 2025 Enterprise value ​ $ 732,730 Plus: Cash and cash equivalents ​ ​ 11,667 Plus: Current liabilities excluding current maturities of long-term debt ​ ​ 218,079 Plus: Non-interest bearing noncurrent liabilities ​ ​ 125,993 Reorganization value of the reconstituted Successor ​ $ 1,088,469 ​ With the assistance of third-party valuation advisors, the Company determined the enterprise and corresponding equity value of the Successor using various valuation approaches and methods, including: (i) income approach using a calculation of the present value of future cash flows based on financial projections, (ii) the market approach using selling prices of similar assets and (iii) the cost approach. The enterprise value and corresponding equity value are dependent upon achieving the future financial results set forth in the Company’s valuation model using an asset-based methodology of estimated financial information, considerations and projections, applying a combination of the income, cost and market approaches as of the Convenience Date. All estimates, assumptions, valuations and financial projections, including the fair value adjustments, the financial projections, the enterprise value and equity value projections, are inherently subject to significant uncertainties and the resolution of contingencies beyond the Company’s control. Accordingly, there is no assurance that the estimates, assumptions, valuations or financial projections will be realized, and actual results could vary materially. Reorganization Items, net Reorganization items represent (i) expenses incurred relating to the Chapter 11 Cases as a direct result of the Plan, (ii) gains or losses from liabilities settled and (iii) fresh start accounting adjustments, and are recorded in “Reorganization items, net” in the Company’s consolidated and combined statements of operations. Contractual interest expense from the Petition Date through the Emergence Date associated with BPA’s 2026 Indentures was accrued or recorded in the consolidated and combined statement of operations in interest expense, net. Professional service provider charges associated with reorganization that were incurred before the Petition Date are recorded in selling, general and administrative expense in the consolidated and combined statements of operations. 94 Table of Contents The following table summarizes the losses (gains) on reorganization items, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ Period from August 1, 2025 through December 31, ​ ​ Period from January 1, 2025 through July 31, ​ ​ ​ ​ 2025 ​ ​ 2025 Legal and professional fees ​ $ 1,782 ​ ​ $ 68,404 Derecognition of unamortized debt discount, premium and issuance costs ​ ​ — ​ ​ ​ ( 81,384 ) Gain on settlement of liabilities subject to compromise ​ ​ — ​ ​ ​ ( 902,162 ) Fresh start accounting adjustments ​ ​ — ​ ​ ​ ( 639,040 ) Cost of debt refinancing pursuant to reorganization plan ​ ​ — ​ ​ ​ 1,591 Gain on rejected contracts and leases ​ ​ ( 167 ) ​ ​ ​ ( 1,260 ) Gain on settlement of DIP facility ​ ​ — ​ ​ ​ ( 4,000 ) DIP credit agreement fees ​ ​ — ​ ​ ​ 26 Total reorganization items, net ​ $ 1,615 ​ ​ $ ( 1,557,825 ) ​ Valuation Process The fair values of BPA’s principal assets, including trade names, customer relationships, internally developed product suite, leased real property, owned real property and personal property were estimated as of the Emergence Date. Trade Names The fair value of trade names was estimated using the RfR method under the income approach. RfR estimates the value of the trade names based on the royalty payments that would be avoided by owning the assets. The analysis considered projected revenues attributable to the trade names over their expected useful life, royalty rates derived from market data for trade names/trademarks in the business services industry, and discount rates reflecting the risk profile of the cash flows. The royalty savings were tax-affected and discounted to present value using a rate consistent with market participant expectations. Customer Relationships The fair value of customer relationships was estimated using the multi-period excess earnings method (“MPEEM”) under the income approach. The MPEEM attributes cash flow to a specific intangible asset based on residual cash flows from a set of assets generating revenues after accounting for appropriate returns on and of other assets contributing to that revenue generation. Cash flows were forecasted based on expected revenue from existing customers, adjusted for renewal probabilities/attrition rates, and anticipated operating costs required to service these relationships. After-tax cash flows were discounted using a rate considering the risk of these customers relative to the overall risk of the business. Internally Developed Product Suite The fair value of the internally developed product suite was estimated using the replacement cost method under the cost approach. This method estimates the value based on the cost a market participant would incur to recreate the existing internally developed software, adjusted for physical, functional, and economic obsolescence. The analysis considered historical development costs, current labor and overhead rates, and an allowance for developer profit and entrepreneurial incentive. The resulting cost was tax-affected and adjusted to reflect the economic benefits of the software/developed product suite in its current state. 95 Table of Contents Leased Real Property The off-market component of the right of use assets (“ROUA”) was estimated using the Income Approach. Under this approach, the cash flow differential between the contract and market rents for each lease are present valued using a market-derived discount rate. Leases with a present value of contract rent cash flows within 5.0 % of the present value of market rent cash flows were assumed to have no off-market component. Owned Real Property The fair values of the buildings and land improvements were estimated via the Cost Approach, and the underlying land was valued via the Sales Comparison Approach. For the buildings and land improvements, utilizing the direct method of the Cost Approach, the replacement cost new (“RCN”) was estimated using construction cost information obtained from published data sources such as Marshall Valuation Service (for the owned location located in the U.S.) or CBRE market reports as well as publicly available data from the Central Public Works Department (for the owned location located in India). For the land, utilizing the Sales Comparison Approach, comparable land sale data and listings of land for sale were compiled and qualitatively compared to the subject properties. Variances in market conditions at the time of sale, property characteristics, and other relevant factors were considered and analyzed when necessary. Personal Property The fair value of the personal property such as machinery and equipment, leasehold improvements, office furniture and equipment, computer hardware and software were estimated using the indirect method of the Cost Approach. Under the indirect method of the Cost Approach, the reproduction cost new (“CRN”) for each asset or group of assets was estimated by indexing historical costs recorded in the Fixed Asset Registers based on asset type and acquisition dates. Given the assets have been in use for a period of time, consideration was given to physical deterioration, economical and functional obsolescence. The estimate of physical deterioration was primarily conducted under the age/life concept. Under this concept, the physical loss in value was attributed to the relationship between the estimated useful life of an asset and its remaining useful life at a given point in time. Hold factors were estimated depreciation floors used to establish a minimal value for assets remaining in use that have met or exceeded their expected normal useful life (“NUL”). Construction in progress was reported at its cost as of the Convenience Date. 96 Table of Contents Consolidated and Combined Balance Sheet The following illustrates the effects on the Company’s consolidated and combined balance sheet due to the reorganization and fresh start accounting adjustments. The explanatory notes following the table below provide further details on the adjustments, including the assumptions and methods used to determine fair value for the Company’s assets, liabilities, and warrants as of the Convenience Date. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of July 31, 2025 ​ ​ ​ ​ Predecessor ​ ​ ​ Reorganization Adjustments ​ ​ ​ Fresh Start Adjustments ​ ​ ​ Successor (a) Assets ​ ​ ​ ​ ​ ​ ​ ​ Current assets ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 17,958 ​ $ ( 6,291 ) (1) $ — ​ $ 11,667 Restricted cash ​ 30,743 ​ — ​ — ​ 30,743 Accounts receivable, net ​ ​ 38,187 ​ ​ 74,467 (2) ​ — ​ ​ 112,654 Related party receivables and prepaid expenses ​ ​ 3,938 ​ ​ — ​ ​ — ​ ​ 3,938 Inventories, net ​ ​ 6,508 ​ ​ — ​ ​ — ​ ​ 6,508 Prepaid expenses and other current assets ​ ​ 32,164 ​ ​ ( 5,413 ) (3) ​ — ​ ​ 26,751 Total current assets ​ 129,498 ​ 62,763 ​ — ​ 192,261 Property, plant and equipment, net ​ ​ 42,785 ​ ​ — ​ ​ 30,330 (16) ​ 73,115 Operating lease right-of-use assets, net ​ ​ 29,542 ​ ​ — ​ ​ — ​ ​ 29,542 Goodwill ​ ​ 39,718 ​ ​ — ​ ​ 414,499 (17) ​ 454,217 Intangible assets, net ​ ​ 119,032 ​ ​ — ​ ​ 201,741 (18) ​ 320,773 Other noncurrent assets ​ 16,297 ​ 2,264 (4) — ​ 18,561 Total assets ​ $ 376,872 ​ $ 65,027 ​ $ 646,570 ​ $ 1,088,469 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current portion of long-term debt ​ $ 247,322 ​ $ ( 217,344 ) (5) $ — ​ $ 29,978 Accounts payable ​ ​ 23,008 ​ ​ 19,115 (6) ​ — ​ ​ 42,123 Related party payables ​ ​ 39 ​ ​ 1,311 (7) ​ — ​ ​ 1,350 Income tax payable ​ ​ 10,126 ​ ​ ( 7,814 ) (8) ​ — ​ ​ 2,312 Accrued liabilities ​ ​ 21,181 ​ ​ 20,185 (9) ​ — ​ ​ 41,366 Accrued compensation and benefits ​ ​ 25,376 ​ ​ 8,562 (10) ​ — ​ ​ 33,938 Accrued interest ​ ​ — ​ ​ 1,877 (11) ​ — ​ ​ 1,877 Customer deposits ​ ​ 83 ​ ​ 17,696 (7) ​ — ​ ​ 17,779 Deferred revenue ​ ​ 9,701 ​ ​ — ​ ​ — ​ ​ 9,701 Obligation for claim payment ​ ​ 53,176 ​ ​ — ​ ​ — ​ ​ 53,176 Current portion of finance lease liabilities ​ ​ 4,884 ​ ​ 290 (7) ​ — ​ ​ 5,174 Current portion of operating lease liabilities ​ ​ 9,283 ​ ​ — ​ ​ — ​ ​ 9,283 Total current liabilities ​ 404,179 ​ ( 156,122 ) ​ — ​ 248,057 Long-term debt, net of current maturities ​ ​ 1,465 ​ ​ 305,591 (12) ​ — ​ ​ 307,056 Finance lease liabilities, net of current portion ​ ​ 7,303 ​ ​ — ​ ​ — ​ ​ 7,303 Net defined benefit liability ​ ​ 1,069 ​ ​ — ​ ​ — ​ ​ 1,069 Deferred income tax liabilities ​ ​ 13,721 ​ ​ 35,793 (8) ​ — ​ ​ 49,514 Long-term income tax liabilities ​ ​ 8,496 ​ ​ ( 545 ) (8) ​ — ​ ​ 7,951 Operating lease liabilities, net of current portion ​ ​ 22,533 ​ ​ — ​ ​ — ​ ​ 22,533 Other long-term liabilities ​ ​ 288 ​ ​ 37,335 (13) ​ — ​ ​ 37,623 Total liabilities not subject to compromise ​ ​ 459,054 ​ ​ 222,052 ​ ​ — ​ ​ 681,106 Liabilities subject to compromise ​ ​ 1,424,479 ​ ​ ( 1,424,479 ) (14) ​ — ​ ​ — Total liabilities ​ ​ 1,883,533 ​ ​ ( 1,202,427 ) ​ ​ — ​ ​ 681,106 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ Predecessor's net parent investment ​ ( 1,498,817 ) ​ 859,777 (15) 639,040 (19) — Predecessor's accumulated other comprehensive loss (income): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ ​ ( 7,844 ) ​ ​ 314 (8) ​ 7,530 (20) ​ — Predecessor total accumulated other comprehensive loss (income) ​ ​ ( 7,844 ) ​ ​ 314 ​ ​ 7,530 ​ ​ — Successor's common stock ​ ​ — ​ ​ 8 (14) ​ — ​ ​ 8 Successor's paid-in-capital in excess of par ​ ​ — ​ ​ 407,355 (14) ​ — ​ ​ 407,355 Total stockholder's equity (deficit) ​ ​ ( 1,506,661 ) ​ ​ 1,267,454 ​ ​ 646,570 ​ ​ 407,363 Total liabilities and stockholder's equity (deficit) ​ $ 376,872 ​ $ 65,027 ​ $ 646,570 ​ $ 1,088,469 ​ (a) Excluding the assets acquired, liabilities assumed and shares issued as part of the Business Combination (as discussed in the Note 5 , Business Combination ). 97 Table of Contents Reorganization Adjustments (1) Represents the net cash payments that occurred on the Emergence Date as follows: ​ ​ ​ ​ ​ Sources: ​ ​ ​ ​ ​ Cash proceeds from XBP Funding ​ $ 18,000 Cash proceeds from Super Senior Term Loan ​ ​ 40,000 Cash proceeds from BR Exar AR Facility ​ ​ 8,000 Cash proceeds from ABL Facility ​ ​ 58,653 Cash proceeds from previously made deposit under ABL Facility ​ ​ 250 ​ ​ $ 124,903 ​ ​ ​ ​ ​ Uses: ​ ​ ​ ​ ​ Debt issuance costs related to Super Senior Secured Notes ​ $ ( 50 ) Debt issuance costs related to BR Exar AR Facility ​ ​ ( 1,400 ) Paydown of the Second Lien Note ​ ​ ( 1,500 ) Repayment on Securitization Facility ​ ​ ( 74,467 ) Payment of legal fees on Securitization Facility ​ ​ ( 172 ) Debt issuance costs related to ABL Facility ​ ​ ( 2,269 ) Payment of Senior Secured Term Loan ​ ​ ( 38,500 ) Payment of Interest on Senior Secured Term Loan ​ ​ ( 596 ) Payment of Fees on Senior Secured Term Loan ​ ​ ( 535 ) Payment of legal fees ​ ​ ( 11,705 ) ​ ​ ​ ​ Net uses: ​ $ ( 6,291 ) ​ (2) On the Emergence Date, BPA’s securitization arrangement with PNC Bank was terminated. The arrangement was previously accounted for as an off-balance sheet financing. The increase in accounts receivable, net on the Emergence Date was due to return of the accounts receivables previously sold to PNC and the repayment of amounts received for such sold accounts receivables. (3) Represents reversal of deferred tax asset as of the Emergence Date. (4) Represents debt issuance costs related to the ABL Facility. (5) Current maturities of long-term debt were adjusted as follows in accordance with the Plan: ​ ​ ​ ​ ​ Reinstatement of liabilities subject to compromise ​ ​ ​ $ 1,178,002 Borrowing from BR Exar Facility ​ ​ 8,000 Amortization of Unamortized Balance of Debt Issuance Cost ​ ​ 1,056 Issuance of Common Stock to holders of Allowed Notes Claims (April 2026 and July 2026 Noteholders) ​ ​ ( 8 ) Debt issuance costs related to BR Exar AR Facility ​ ​ ( 1,400 ) Paydown of the Second Lien Note ​ ​ ( 1,500 ) Gain on settlement of DIP Facility ​ ​ ( 4,000 ) Conversion of DIP Facility into Super Senior Term Loan ​ ​ ( 6,000 ) Repayment of Senior Secured Term Loan ​ ​ ( 38,500 ) Conversion of DIP Facility into July 2030 Notes ​ ​ ( 175,000 ) APIC generated on issuance of Successor common stock ​ ​ ( 407,355 ) Gain on reinstatement of current portion of debt ​ ​ ( 770,639 ) Total adjustments to current portion of long-term debt ​ $ ( 217,344 ) ​ ​ 98 Table of Contents (6) Adjustments to accounts payable were made as follows: ​ ​ ​ ​ ​ Reinstatement of accounts payable from liabilities subject to compromise ​ ​ ​ $ 35,048 Amount paid/transferred to long term ​ ​ ( 4,633 ) Gain on Reinstatement of accounts payable ​ ​ ( 11,300 ) Total adjustments to accounts payable ​ $ 19,115 ​ (7) Reinstatement of various liabilities from liabilities subject to compromise were made as follows: ​ ​ ​ ​ ​ Customer Deposits ​ ​ ​ $ 17,696 Related Party Payable ​ ​ 1,311 Current portion of finance lease liabilities ​ ​ 290 ​ (8) Represents income tax effects of the reorganization including changes in current and deferred tax balances as of the Emergence Date. ​ (9) Adjustments to Accrued Liabilities were made as follows: ​ ​ ​ ​ ​ Reinstatement of accrued liabilities from liabilities subject to compromise ​ ​ ​ $ 25,565 Gain on reinstatement of accrued liabilities ​ ​ ( 5,380 ) Total adjustments to accrued liabilities ​ $ 20,185 ​ (10) Adjustments to Accrued Compensation and Benefits were made as follows: ​ ​ ​ ​ ​ Reinstatement of Accrued Compensation and Benefits from liabilities subject to compromise ​ ​ ​ $ 45,717 Gain on settlement of Accrued Compensation and Benefits ​ ​ ( 7,031 ) Amount transferred to long term ​ ​ ( 30,124 ) Total adjustments to accrued compensation and benefits ​ $ 8,562 ​ (11) Adjustments to Accrued Interest were made as follows: ​ ​ ​ ​ ​ Reinstatement of accrued interest from liabilities subject to compromise ​ ​ ​ $ 118,272 Gain on settlement of accrued interest ​ ​ ( 107,811 ) Payment of accrued interest on Senior Secured Term Loan ​ ​ ( 596 ) Conversion of Accrued Interest on the DIP Facility to July 2030 Notes ​ ​ ( 7,988 ) Total adjustments to accrued interest ​ $ 1,877 ​ (12) Adjustments to Long-term debt, net of current maturities were made as follows: ​ ​ ​ ​ ​ Issuance of July 2030 Notes (a) ​ ​ ​ $ 200,988 Borrowing from ABL Facility ​ ​ 58,653 Borrowing from Super Senior Term Loan ​ ​ 40,000 Conversion of DIP Facility to July 2030 Notes ​ ​ 6,000 Debt Issuance cost on Super Senior Secured Facility ​ ​ ( 50 ) Total adjustments to long-term debt, net of current maturities ​ $ 305,591 (a) Includes $ 18.0 million of principal amount of July 2030 Notes held by a subsidiary of the Company other than the issuer or a guarantor as of July 31, 2025 that are eliminated on consolidation . ​ 99 Table of Contents (13) Adjustments to other long-term liabilities were made as follows: ​ ​ ​ ​ ​ Reinstatement of Other long-term liabilities balance from liabilities subject to compromise ​ ​ ​ $ 2,578 Accounts payable to be paid in long term as per the Plan considered long term ​ ​ 4,633 Accrued compensation and benefits to be paid in long term as per the Plan considered long term ​ ​ 30,124 Total adjustments to other long-term liabilities ​ $ 37,335 ​ (14) Liabilities subject to compromise were settled as follows in accordance with the Plan: ​ ​ ​ ​ ​ Liabilities subject to compromise prior to the Emergence Date ​ ​ ​ ​ ​ Settled liabilities subject to compromise ​ ​ ​ Current portion of debt ​ $ 1,178,002 Accounts payable ​ ​ 35,048 Accrued liabilities ​ ​ 25,565 Accrued compensation and benefits ​ ​ 45,717 Accrued Interest ​ ​ 118,272 Total settled liabilities subject to compromise ​ $ 1,402,604 ​ Reinstated liabilities subject to compromise ​ ​ ​ ​ ​ Customer deposits ​ $ 17,696 Other long-term liabilities ​ ​ 2,578 Related party payables ​ ​ 1,311 Current portion of capital lease obligations ​ ​ 290 Total reinstated liabilities subject to compromise ​ $ 21,875 ​ ​ ​ ​ Total liabilities subject to compromise ​ $ 1,424,479 ​ ​ ​ ​ ​ Issuance of common stock to holders of Allowed Notes Claims (April 2026 and July 2026 Noteholders) ​ ​ ​ $ ( 8 ) Paid in capital in excess of par ​ ​ ( 407,355 ) Settlement of accounts payable as per the Plan ​ ​ ( 23,748 ) Settlement of accrued liabilities as per the Plan ​ ​ ( 20,185 ) Settlement of accrued compensation and benefit as per the Plan ​ ​ ( 38,686 ) Settlement of accrued interest as per the Plan ​ ​ ( 10,460 ) Reinstated liabilities subject to compromise ​ ​ ( 21,875 ) Gain on settlement of liabilities subject to compromise ​ $ 902,162 ​ (15) Predecessor’s Net Parent Investment was adjusted for the following activity on the Effective Date: ​ ​ ​ ​ ​ Gain on settlement of liabilities subject to compromise ​ ​ ​ $ ( 902,162 ) Gain recognition on DIP Facility forgiveness ​ ​ ( 4,000 ) Payment of legal fees ​ ​ 11,705 Amortization of Debt Issuance Cost on Super Senior Term Loan ​ ​ 1,056 Tax Expenses on Reorganization ​ ​ 33,162 Payment of Closing Fee for the Super Senior Term Loan ​ ​ 535 Payment of Legal Fee for the Securitization Facility ​ ​ 172 Amortization of Debt Issuance Cost on the ABL Facility ​ ​ 5 Reversal of the ABL Facility Deposit from Reorganization Items ​ ​ ( 250 ) Total adjustment to Predecessor’s net parent investment ​ $ ( 859,777 ) ​ ​ 100 Table of Contents Fresh Start Adjustments (16) Reflects fair value adjustments to personal property as well as the elimination of accumulated depreciation and amortization. (17) Represents implied Goodwill as of the Emergence Date. (18) Represents step-up to fair value of intangible assets as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Predecessor ​ ​ ​ Fresh Start Adjustments ​ ​ ​ Successor Intangible Assets, Net ​ ​ ​ ​ ​ ​ ​ Customer relationships ​ $ 90,344 $ 173,656 $ 264,000 Internally developed software ​ ​ 7,290 ​ 30,510 ​ 37,800 Purchased software ​ ​ 15,008 ​ — ​ 15,008 Trade names ​ ​ 5,300 ​ ( 2,425 ) ​ 2,875 Outsourced contract costs ​ ​ 1,090 ​ — ​ 1,090 Total ​ $ 119,032 $ 201,741 $ 320,773 ​ (19) Represents the cumulative effect of the fresh start accounting adjustments discussed above. (20) Upon adoption of fresh start accounting, foreign currency translation adjustment was reset to zero as part of the revaluation of BPA’s equity structure to reflect the fair value of the reorganized entity. ​ 5. Business Combination On July 3, 2025, pursuant to the MIPA, a wholly owned subsidiary of the Company agreed to purchase, subject to certain terms and conditions, BPA. The consideration for the sale was $ 1.00 , reflecting the encumbered nature of BPA, which at the time was involved in the Chapter 11 Cases. This transaction, referred to herein as the Business Combination, was subject to certain conditions subsequent, including emergence of BPA and certain of its affiliates from the Chapter 11 Cases, which occurred on July 29, 2025. On July 3, 2025, XBP Europe Holdings, Inc., entered into a Transaction Support Agreement with the BPA Debtors. Pursuant to the Transaction Support Agreement, XBP Europe Holdings, Inc. agreed to, among other things, support the Plan, including seeking stockholder approvals at XBP Europe Holdings, Inc.’s annual shareholder meeting and issuing shares of the Company’s Common Stock, as described in XBP Europe Holdings, Inc.’s definitive proxy statement filed with the SEC on July 15, 2025. On July 29, 2025, BPA consummated the transaction under the Plan and emerged from bankruptcy having satisfied or waived all the conditions set forth in the Plan and therefore, the conditions subsequent to the MIPA were cleared and the acquisition transaction was deemed closed from an accounting perspective on July 29, 2025. Under ASC 805, Business Combinations , BPA was determined as the accounting acquirer based on the following predominate factors: following the Emergence Date BPA’s former noteholders (who received the Company’s Common Stock as part of the Plan), had the largest portion of voting rights in the Company relative to the owners of the Company’s Common Stock prior to the Emergence Date, following the Emergence Date, the Company’s seven person board of directors has four new individuals nominated by the former noteholders of BPA pursuant to a one time right under the Plan, compared to three individuals remaining from the Company’s board of directors prior to the Emergence Date, and BPA was the significantly larger entity by revenue and by assets. The Company elected to apply business acquisition accounting effective July 31, 2025, to coincide with the timing of its normal accounting period close as well as the Convenience Date used for fresh start accounting of BPA (as discussed above). The Company evaluated the events between July 29, 2025 and July 31, 2025 and concluded that the use of an accounting convenience date of July 31, 2025 did not have a material impact on the results of operations or financial position. In connection with the Business Combination, certain of Company’s subsidiaries acquired debt facilities totaling $ 49.0 million outstanding under the Senior Credit Facilities Agreement as discussed in Note 13, Long Term Debt and Credit Facilities . Following the guidance under ASC 805 total fair value of purchase consideration for the transaction was measured at $ 32.3 million representing the 3,591,555 shares of Common Stock of the Company (the 101 Table of Contents combined entity XBP Global Holdings, Inc.) previously issued to the stockholders of XBP Europe Holdings, Inc. The Company incurred $ 0.1 million of equity issuance costs and $ 0.2 million of debt issuance costs in connection with the Business Combination. The acquired assets and assumed liabilities of XBP Europe Holdings, Inc. were recorded at their estimated fair values. The purchase price allocation for the Business Combination is preliminary and subject to change within the respective measurement period, which will not extend beyond one year from the acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. The following table summarizes the consideration paid for XBP Europe Holdings, Inc. by BPA for accounting purposes and the preliminary fair value of the assets acquired and liabilities assumed as of the Convenience Date, including adjustments made in the last three months of 2025 (measurement period adjustments) with a corresponding change to goodwill. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts Recognized as of Convenience Date (as previously reported) ​ ​ ​ Measurement Period Adjustments (a) ​ Amounts Recognized as of Convenience Date (as adjusted) Cash and cash equivalents ​ ​ ​ $ 1,485 ​ ​ ​ $ - ​ ​ ​ $ 1,485 Accounts receivable ​ ​ 29,467 ​ ​ - ​ ​ 29,467 Inventory ​ ​ 4,292 ​ ​ - ​ ​ 4,292 Prepaid expenses and other current assets ​ ​ 6,824 ​ ​ 2,174 (c) ​ 8,998 Property, plant and equipment ​ ​ 14,156 ​ ​ - ​ ​ 14,156 Right-of-use assets ​ ​ 4,774 ​ ​ - ​ ​ 4,774 Deferred income tax assets ​ ​ 3,177 ​ ​ ( 2,347 ) (c) ​ 830 Related party long term notes receivable ​ ​ 19,864 ​ ​ - ​ ​ 19,864 Other noncurrent assets ​ ​ 944 ​ ​ - ​ ​ 944 Intangible assets, net ​ ​ 38,360 ​ ​ - ​ ​ 38,360 Implied goodwill ​ ​ 55,847 ​ ​ 109 (b),(c) ​ 55,956 Total identifiable assets acquired ​ $ 179,190 ​ $ ( 64 ) ​ $ 179,126 Liabilities Assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ 17,290 ​ ​ - ​ ​ 17,290 Related party payables ​ ​ 4,129 ​ ​ - ​ ​ 4,129 Accrued liabilities ​ ​ 24,946 ​ ​ 3,739 (b),(c) ​ 28,685 Accrued compensation and benefits ​ ​ 23,056 ​ ​ - ​ ​ 23,056 Customer deposits ​ ​ 378 ​ ​ - ​ ​ 378 Deferred revenue ​ ​ 5,123 ​ ​ - ​ ​ 5,123 Operating lease liabilities ​ ​ 4,828 ​ ​ - ​ ​ 4,828 Long-term debts ​ ​ 49,014 ​ ​ - ​ ​ 49,014 Related party notes payable ​ ​ 1,597 ​ ​ - ​ ​ 1,597 Deferred tax liabilities ​ ​ 3,525 ​ ​ - ​ ​ 3,525 Pension liabilities (b) ​ ​ 11,141 ​ ​ ( 3,803 ) (b) ​ 7,338 Other long-term liabilities ​ ​ 1,835 ​ ​ - ​ ​ 1,835 Total liabilities assumed ​ $ 146,862 ​ $ ( 64 ) ​ $ 146,798 Total Consideration ​ $ 32,328 ​ $ - ​ $ 32,328 (a) The change in the estimated fair value is primarily to better reflect market participant assumptions about facts and circumstances existing as of the convenience date. The measurement period adjustments did not result from intervening events subsequent to the convenience date. (b) As adjusted, comprised of $ 3.8 million decrease in pension liabilities and $ 0.7 million increase in accrued liabilities due to pension related adjustments with a resulting $ 3.1 million decrease in implied goodwill. This measurement period adjustment did not have a material impact on our earnings. (c) As adjusted, comprised of $ 2.2 million increase in prepaid expenses and other current assets due to income tax receivables, $ 3.0 million increase in accrued liabilities due to income tax payable, $ 2.3 million decrease in net deferred income tax assets with a resulting $ 3.2 million increase in implied goodwill. This measurement period adjustment did not have a material impact on our earnings. 102 Table of Contents The identifiable intangible assets include trade name and trademarks, customer relationships and internally developed software. Trade name and trademarks names were valued using the Income Approach, specifically the RfR method. Customer relationships were valued using the Income Approach, specifically the Multi-Period Excess Earnings method. Internally developed software was valued based on the replacement cost method under the cost approach. All of these intangibles acquired represent a Level 3 measurement as they are based on unobservable inputs reflecting the Company’s management’s own assumptions about the inputs used in pricing the asset or liability at fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Useful Life ​ ​ ​ ​ ​ ​ (in years) ​ ​ ​ Fair value Trade name and trademarks ​ ​ 8 years ​ $ 9,030 Customer relationships ​ ​ 13 years ​ ​ 28,840 Internally developed software ​ ​ 5 years ​ ​ 490 ​ ​ ​ ​ ​ $ 38,360 ​ As of the date of the Business Combination, the weighted-average useful life of total identifiable intangible assets acquired in the Business Combination, excluding goodwill, is 11.7 years. The Company expects to realize revenue synergies, leverage, brand awareness, stronger margins, greater free cash flow generation, and expand its existing sales channels, and utilize the existing workforce. The Company also anticipates opportunities for growth through the ability to leverage additional future services and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of XBP Europe Holdings, Inc.’s identifiable net assets assumed, and as a result, the Company has recorded goodwill in connection with this acquisition. The Company engaged a third-party valuation firm to aid management in its analysis of the fair value of the assets and liabilities. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. $ 60.9 million of revenue and $ 7.1 million of net loss for XBP Europe Holdings, Inc. are included in consolidated revenues and net loss, respectively, in the consolidated statements of operations for the period August 1, 2025 to December 31, 2025. Transaction Costs The Company incurred approximately $ 2.5 million in advisory, legal, accounting and management fees in conjunction with the Business Combination. These costs do not include the legal and other fees paid for the Restructuring as discussed in Note 1 , Description of the Business . These costs were expensed as incurred and are included in selling, general and administrative expenses in the consolidated statement of operations for the period August 1, 2025 to December 31, 2025 (Successor). Pro-Forma Information Following are the supplemental consolidated results of the Company on an unaudited pro forma basis, as if the acquisition had been consummated on January 1, 2024 for the years ended December 31, 2025 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net Revenue ​ $ 879,629 ​ $ 1,017,896 Net Loss ​ ​ ( 95,039 ) ​ ​ ( 67,869 ) ​ These pro forma results were based on estimates and assumptions which the Company believes are reasonable. They are not the results that would have been realized had the Company been a combined company during the periods presented and are not necessarily indicative of consolidated results of operations in future periods. The pro forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred are included in the earliest period presented. ​ 103 Table of Contents 6. Inventories Inventories, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 Work in process ​ $ 582 ​ ​ $ 610 Finished goods ​ ​ 5,852 ​ ​ ​ 576 Supplies and parts ​ ​ 6,370 ​ ​ ​ 6,070 Less: Allowance for obsolescence ​ ​ ( 1,439 ) ​ ​ ​ ( 52 ) ​ ​ $ 11,365 ​ ​ $ 7,204 ​ Finished goods inventory includes $ 1.4 million and $ 0.1 million of allowance for obsolescence as of December 31, 2025 (Successor) and 2024 (Predecessor), respectively. The Company’s allowance for obsolescence is based on a policy developed by historical experience and management judgment. ​ 7. Accounts Receivable Accounts receivable, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 Billed receivables ​ $ 104,244 ​ ​ $ 3,099 Unbilled receivables ​ ​ 25,364 ​ ​ ​ 13,459 Other ​ ​ 6,333 ​ ​ ​ 5,384 Less: Allowance for credit losses ​ ​ ( 5,660 ) ​ ​ ​ ( 3,279 ) ​ ​ $ 130,281 ​ ​ $ 18,663 ​ Unbilled receivables represent balances recognized as revenue that have not been billed to the client. The Company’s allowance for credit losses is based on a policy developed by historical experience and management judgment. Adjustments to the allowance for credit losses may occur based on market conditions or specific client circumstances. ​ 104 Table of Contents The following table describes the changes in the allowance for expected credit losses for the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor) (all related to accounts receivable): ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 Balance at January 1 of the allowance for expected credit losses (Predecessor) ​ $ 3,279 Provision for expected loss ​ ​ 914 Write-off charged against the allowance ​ ​ ( 162 ) Recoveries collected ​ ​ ( 1,192 ) Foreign currency exchange rate adjustment ​ ​ 8 Balance at July 31 of the allowance for expected credit losses (Predecessor) ​ $ 2,847 Balance at August 1 of the allowance for expected credit losses (Successor) ​ ​ 3,764 Provision for expected loss ​ ​ 2,367 Write-off charged against the allowance ​ ​ ( 132 ) Recoveries collected ​ ​ ( 360 ) Foreign currency exchange rate adjustment ​ ​ 21 Balance at December 31 of the allowance for expected credit losses (Successor) ​ $ 5,660 ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2024 Balance at January 1 of the allowance for expected credit losses (Predecessor) ​ $ 5,580 Provision for expected loss ​ ​ 18,094 Write-off charged against the allowance (a) ​ ​ ( 17,887 ) Recoveries collected ​ ​ ( 2,517 ) Foreign currency exchange rate adjustment ​ ​ 9 Balance at December 31 of the allowance for expected credit losses (Predecessor) ​ $ 3,279 ​ (a) The significant increase in the write-off of receivables for the year ended December 31, 2024, is primarily attributable to a write-off resulting from a contract modification with a major client. This was a unique event, and no similar trends or material write-offs due to contract modifications have been noted in the current reporting year. ​ 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 Prepaids ​ $ 25,786 ​ ​ $ 21,422 Deposits ​ ​ 2,913 ​ ​ ​ 936 ​ ​ $ 28,699 ​ ​ $ 22,358 ​ ​ 9 . Leases The Company leases numerous facilities worldwide with larger concentrations of space in Texas, Michigan, Connecticut, California, India, Mexico and the Philippines. The Company’s facilities house general offices, sales offices, service locations, and production facilities. Substantially all of the Company’s operations facilities are leased under long-term leases with varying expiration dates, except for the few owned locations. The Company regularly obtains various machinery, equipment, vehicles and furniture on leases. The machinery and equipment leases mainly include leasing of computers, servers, other IT equipment, mailing system, production equipment, generators, office equipment, printers, copiers and miscellaneous warehouse equipment. 105 Table of Contents The Company’s ROU assets and lease liabilities as of December 31, 2025 (Successor) and 2024 (Predecessor) recorded on the consolidated and combined balance sheets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ 2025 ​ ​ ​ ​ ​ 2024 Balance sheet location: ​ ​ ​ ​ ​ ​ ​ Operating Lease ​ ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets, net ​ $ 30,339 ​ ​ $ 30,543 Current portion of operating lease liabilities ​ ​ 9,814 ​ ​ ​ 9,210 Operating lease liabilities, net of current portion ​ ​ 22,530 ​ ​ ​ 23,907 Finance Lease ​ ​ ​ ​ ​ ​ ​ Finance lease right-of-use assets, net (included in property, plant and equipment, net) ​ ​ 16,043 ​ ​ ​ 15,778 Current portion of finance lease liabilities ​ ​ 4,390 ​ ​ ​ 5,441 Finance lease liabilities, net of current portion ​ ​ 6,857 ​ ​ ​ 6,381 ​ Supplemental balance sheet information related to leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 Weighted-average remaining lease term ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 3.4 Years ​ ​ ​ 3.6 Years Finance leases ​ ​ 3.3 Years ​ ​ ​ 2.4 Years ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average discount rate ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 16.9 % ​ ​ ​ 16.8 % Finance leases ​ ​ 20.2 % ​ ​ ​ 18.4 % ​ The interest on financing lease liabilities was $ 1.0 million, $ 1.3 million and $ 1.8 million for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor), respectively. The amortization expense on finance lease ROU assets was $ 3.1 million, $ 2.5 million and $ 4.7 million for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor), respectively. Maturities of finance and operating lease liabilities based on lease term for the next five years are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Finance ​ Operating ​ ​ ​ ​ Leases ​ ​ ​ Leases 2026 ​ $ 6,373 ​ $ 14,287 2027 ​ ​ 3,666 ​ ​ 12,391 2028 ​ ​ 2,655 ​ ​ 7,871 2029 ​ ​ 1,644 ​ ​ 4,709 2030 ​ ​ 659 ​ ​ 1,678 2031 and thereafter ​ ​ 584 ​ ​ 981 Total lease payments ​ ​ 15,581 ​ ​ 41,917 Less: Imputed interest ​ ​ ( 4,334 ) ​ ​ ( 9,573 ) Present value of lease liabilities ​ $ 11,247 ​ $ 32,344 ​ 106 Table of Contents Consolidated rental expense for all operating leases was $ 15.5 million, $ 21.2 million and $ 30.1 million for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor), respectively. The following table summarizes the cash paid and related ROU operating finance or operating lease recognized for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, 2025 ​ ​ Period from January 1, 2025 through July 31, 2025 ​ Year Ended December 31, 2024 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating cash flows for operating leases ​ $ 6,971 ​ ​ $ 8,791 ​ $ 15,137 Financing cash flows for finance leases ​ ​ 2,700 ​ ​ ​ 2,947 ​ ​ 6,573 Right-of-use lease assets obtained in the exchange for lease liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 1,353 ​ ​ ​ 7,870 ​ ​ 10,740 Finance leases ​ ​ 2,020 ​ ​ ​ 3,574 ​ ​ 12,028 ​ ​ 10 . Property, Plant and Equipment, Net Property, plant, and equipment, which include assets recorded under finance leases, are stated at cost less accumulated depreciation and amortization, and consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ Estimated Useful Lives ​ December 31, ​ ​ December 31, ​ ​ ​ ​ ​ (in Years) ​ ​ ​ ​ 2025 ​ ​ ​ ​ ​ 2024 Land ​ N/A ​ $ 8,515 ​ ​ $ 6,288 Buildings and improvements ​ 7 – 40 ​ ​ 13,663 ​ ​ ​ 12,203 Leasehold improvements ​ Shorter of life of improvement or lease term ​ ​ 15,712 ​ ​ ​ 36,328 Vehicles ​ 5 – 7 ​ ​ 335 ​ ​ ​ 558 Machinery and equipment ​ 5 – 15 ​ ​ 18,134 ​ ​ ​ 32,300 Computer equipment and software ​ 3 – 8 ​ ​ 16,678 ​ ​ ​ 77,719 Furniture and fixtures ​ 5 – 15 ​ ​ 3,173 ​ ​ ​ 5,777 Finance lease right-of-use assets ​ Shorter of life of the asset or lease term ​ ​ 17,840 ​ ​ ​ 67,879 ​ ​ ​ ​ ​ 94,050 ​ ​ ​ 239,052 Less: Accumulated depreciation and amortization ​ ​ ​ ​ ( 11,094 ) ​ ​ ​ ( 193,946 ) Property, plant and equipment, net ​ ​ ​ $ 82,956 ​ ​ $ 45,106 ​ Depreciation and amortization expense related to property, plant and equipment was $ 10.0 million, $ 7.1 million and $ 16.0 million for the periods August 1, 2025 to December 31, 2025 (Successor), January 1, 2025 to July 31, 2025 (Predecessor), and for the year ended December 31, 2024 (Predecessor), respectively. 107 Table of Contents 11. Intangible Assets and Goodwill Intangible Assets Intangible assets are stated at the Convenience Date fair values less accumulated amortization as of December 31, 2025 (Successor) and consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ ​ ​ Consolidated ​ ​ Weighted Average ​ December 31, 2025 ​ ​ Remaining Useful Life ​ Gross Carrying ​ Accumulated ​ Intangible ​ ​ ​ ​ ​ (in Years) ​ ​ ​ Amount (a) ​ ​ ​ Amortization ​ ​ ​ Asset, net Customer relationships ​ 11.0 ​ $ 292,855 ​ $ ( 11,076 ) ​ $ 281,779 Trade names—indefinite-lived (b) ​ Indefinite-lived ​ ​ 2,875 ​ ​ — ​ ​ 2,875 Trade names—others (c) ​ 8.0 ​ ​ 9,029 ​ ​ ( 470 ) ​ ​ 8,559 Outsourced contract costs ​ 5.0 ​ ​ 1,133 ​ ​ ( 94 ) ​ ​ 1,039 Internally developed software ​ 5.0 ​ ​ 39,381 ​ ​ ( 3,311 ) ​ ​ 36,070 Purchased software ​ 8.0 ​ ​ 15,009 ​ ​ ( 1,251 ) ​ ​ 13,758 Intangibles, net ​ ​ ​ $ 360,282 ​ $ ( 16,202 ) ​ $ 344,080 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Predecessor ​ ​ ​ ​ Combined and Consolidated ​ ​ Weighted Average ​ December 31, 2024 ​ ​ Remaining Useful Life ​ Gross Carrying ​ Accumulated ​ Intangible ​ ​ ​ ​ ​ (in Years) ​ ​ ​ Amount (a) ​ ​ ​ Amortization ​ ​ ​ Asset, net Customer relationships ​ 7.8 ​ $ 490,166 ​ $ ( 388,565 ) ​ $ 101,601 Developed technology ​ 0.2 ​ ​ 88,554 ​ ​ ( 88,501 ) ​ ​ 53 Trade names—indefinite-lived (b) ​ Indefinite-lived ​ ​ 5,300 ​ ​ — ​ ​ 5,300 Outsourced contract costs ​ 2.0 ​ ​ 17,660 ​ ​ ( 16,496 ) ​ ​ 1,164 Internally developed software ​ 2.2 ​ ​ 56,285 ​ ​ ( 47,610 ) ​ ​ 8,675 Purchased software ​ 9.0 ​ ​ 26,749 ​ ​ ( 10,700 ) ​ ​ 16,049 Intangibles, net ​ ​ ​ $ 684,714 ​ $ ( 551,872 ) ​ $ 132,842 ​ (a) Amounts include intangible assets acquired in business combinations and asset acquisitions. $ 14.6 million of gross carrying amount of intangible assets was fully amortized and written off during the year 2024. (b) The carrying amounts of trade names—indefinite-lived as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor) represent indefinite-lived intangible assets and is net of accumulated impairment losses of $ 0 and $ 44.1 million, respectively. (c) The carrying amount of trade names—others as of December 31, 2025 (Successor) represents definite-lived intangible asset and is net of accumulated impairment losses of $ 0 . Aggregate amortization expense related to intangible assets was $ 16.2 million and $ 15.1 million for the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), respectively. Aggregate amortization expense related to intangible assets was $ 34.3 million for the year ended December 31, 2024 (Predecessor). ​ 108 Table of Contents Estimated intangibles amortization expense for the next five years and thereafter consists of the following: ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ Amortization ​ ​ ​ ​ Expense 2026 ​ $ 37,427 2027 ​ ​ 37,144 2028 ​ ​ 37,144 2029 ​ ​ 37,033 2030 ​ ​ 33,480 2031 and thereafter ​ ​ 158,977 Total ​ $ 341,205 ​ Goodwill The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with clients. The Company is organized into two segments: Applied Workflow Automation and Technology (See Note 21, Segment Information ). Goodwill by reporting segment consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ ​ ​ Balances as at August 1, 2025 (a) ​ ​ ​ Additions ​ ​ ​ Deletions ​ ​ ​ Impairments ​ ​ ​ Currency Translation Adjustments ​ ​ ​ Balances as at December 31, 2025 (a) Applied Workflow Automation ​ $ 356,777 ​ $ — ​ $ ( 683 ) (b) $ ( 240,292 ) ​ $ — ​ $ 115,802 Technology ​ ​ 153,287 ​ ​ 792 (b) ​ — ​ ​ ( 80,000 ) ​ ​ — ​ ​ 74,079 Total ​ $ 510,064 ​ $ 792 ​ $ ( 683 ) ​ $ ( 320,292 ) ​ $ — ​ $ 189,881 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Predecessor ​ ​ Combined and Consolidated ​ ​ ​ ​ Balances as at January 1, 2025 (a) ​ ​ ​ Additions ​ ​ ​ Deletions ​ ​ ​ Impairments ​ ​ ​ Currency Translation Adjustments ​ ​ ​ Balances as at July 31, 2025 (a) Applied Workflow Automation ​ $ 39,718 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 39,718 Technology ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ $ 39,718 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ 39,718 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Predecessor ​ ​ Combined and Consolidated ​ ​ ​ ​ Balances as at January 1, 2024 (a) ​ ​ ​ Additions ​ ​ ​ Deletions ​ ​ ​ Impairments ​ ​ ​ Currency Translation Adjustments ​ ​ ​ Balances as at December 31, 2024 (a) Applied Workflow Automation ​ $ 147,542 ​ $ — ​ $ — ​ $ ( 108,489 ) ​ $ 665 ​ $ 39,718 Technology ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Total ​ $ 147,542 ​ $ — ​ $ — ​ $ ( 108,489 ) ​ $ 665 ​ $ 39,718 ​ (a) The goodwill amount for all periods presented is net of accumulated impairment amounts. Accumulated impairment relating to Applied Workflow Automation and Technology was $ 240.3 million and $ 80.0 million, respectively, at December 31, 2025 (Successor). Accumulated impairment relating to Applied Workflow Automation was $ 309.3 million and $ 731.1 million at December 31, 2024 (Predecessor) and January 1, 2024 (Predecessor), respectively. (b) Additions/Deletions represent measurement period adjustments as discussed in Note 5, Business Combination . 109 Table of Contents The Company tests for goodwill impairment at the reporting unit level on October 1 of each year and between annual tests if a triggering event indicates the possibility of an impairment. The Company monitors changing business conditions as well as industry and economic factors, among others, for events which could trigger the need for an interim impairment analysis. During the period August 1, 2025 to September 30, 2025 (Successor), the Company experienced a sustained and significant decline in its market capitalization causing the market capitalization to fall below the Company’s book value after the application of fresh start accounting at Emergence Date. Management concluded that this sustained decline, combined with revised long-term projections compared to those used to compute enterprise value of the reconstituted Successor as set forth in the Disclosure Statement for Joint Plan of Reorganization approved by the Bankruptcy Court, represented a triggering event under ASC 350, Intangibles – Goodwill and Other . As a result, the Company performed an interim quantitative goodwill impairment assessment for all reporting units as of September 30, 2025 (Successor). The Company’s interim impairment assessment as of September 30, 2025 (Successor) utilized Discounted Cash Flow Method of the Income Approach and the Guideline Public Company Method of the Market Approach to determine the reporting units’ fair values. For the Discounted Cash Flow Method, we utilized discounted cash flow projections using market participant weighted average cost of capital calculation. The Guideline Public Company Method utilizes market data of similar publicly traded companies. In connection with the completion of the interim impairment test, the Company recorded an impairment charge of $ 215.8 million and $ 80.0 million to goodwill relating to the reporting units reported under the Applied Workflow Automation segment and Technology segment, respectively as of September 30, 2025 (Successor). The Company did not update its analysis for purposes of the annual impairment test as of October 1, 2025 as the measurement date of the interim impairment test performed as of September 30, 2025 was one day from the annual impairment test date. ​ Additionally, later during the fourth quarter of 2025 (Successor), the Company conducted its annual budgeting process along with an update to its long-range plan. Following the completion of that process, the Company made an evaluation based on changes in the Company’s long-term projections, concluding that a triggering event for an impairment analysis had occurred for certain reporting units reported under the Applied Workflow Automation segment. Revised long-term projections resulted in lower than previously projected long-term future cash flows for certain reporting units which reduced the estimated fair values to below their carrying values. Accordingly, the Company performed quantitative impairment test as of December 31, 2025 (Successor), resulting in an impairment charge of $ 24.5 million to goodwill relating to the reporting units reported under the Applied Workflow Automation segment. Therefore, as a result of these two interim impairment assessments performed on September 30, 2025 (Successor) and December 31, 2025 (Successor), impairment charges totaling $ 320.3 million, were recorded to goodwill for the period August 1, 2025 to December 31, 2025 (Successor). ​ The impairment charges are included within impairment of goodwill in the consolidated and combined statements of operations. ​ 110 Table of Contents 12. Accrued Liabilities and Other Long-Term Liabilities Accrued liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 Accrued taxes (exclusive of income taxes) ​ $ 8,528 ​ ​ $ 7,020 Accrued lease exit obligations ​ ​ 420 ​ ​ ​ 108 Accrued professional and legal fees ​ ​ 2,964 ​ ​ ​ 3,418 Accrued expenses ​ ​ 30,625 ​ ​ ​ 20,124 Accrued legal reserve for pending litigation (including legal service fee) ​ ​ 2,787 ​ ​ ​ 9,940 Accrued transaction costs ​ ​ 514 ​ ​ ​ 2,777 Other accruals ​ ​ 1,263 ​ ​ ​ 1,511 ​ ​ $ 47,101 ​ ​ $ 44,898 ​ Other Long-term liabilities consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 Deferred revenue ​ $ 311 ​ ​ $ 357 Accrued lease exit obligations ​ ​ 208 ​ ​ ​ 373 Accrued compensation expense ​ ​ 366 ​ ​ ​ 476 Private warrants liability ​ ​ 3 ​ ​ ​ — Customer deposits under long term contracts ​ ​ 2,311 ​ ​ ​ 763 BPA's general unsecured claims ​ ​ 6,847 ​ ​ ​ — BPA's Priority Tax Claims (1) ​ ​ 29,518 ​ ​ ​ — Other ​ ​ 1,107 ​ ​ ​ 834 ​ ​ $ 40,671 ​ ​ $ 2,803 ​ ​ ​ ​ ​ (1) Consists of BPA’s pre-petition governmental tax obligations accorded priority status under the Plan per U.S. Bankruptcy Code. These claims are non-dischargeable and will be paid in full, with statutory interest, over a maximum five-year period from the Petition Date pursuant to the Plan. ​ 13. Long-term Debt and Credit Facilities Disclosure under this footnote should be read in conjunction with the “ Chapter 11 Reorganization ” disclosure included under Note 1 , Description of the Business. Successor Indebtedness (outstanding following the Restructuring) July 2030 Notes On July 29, 2025, Exela Technologies BPA, LLC and Exela Finance Inc., wholly-owned subsidiaries of the Company (for this purpose, together, the “2030 Notes Issuers”), certain guarantors and U.S. Bank Trust Company, National Association, as trustee, entered into an indenture (the “July 2030 Notes Indenture”) governing the Company’s 12.0 % First-Priority Senior Secured Notes due 2030 (the “July 2030 Notes”). The Company issued approximately $ 183.0 million aggregate principal amount of the July 2030 Notes pursuant to the Plan, which may be supplemented by additional issuances in accordance with the July 2030 Notes Indenture. In December 2025, the Company issued an additional $ 4.0 million in aggregate of principal amount of the July 2030 Notes generating net proceeds of $ 3.5 million. 111 Table of Contents The July 2030 Notes bear interest at a fixed rate of 12.0 % per annum, payable quarterly on January 15, April 15, July 15 and October 15 of each year, commencing January 15, 2026, and mature on July 15, 2030. Interest on overdue amounts accrues at the stated rate plus 2.0 % per annum. $ 187.0 million aggregate principal amount of the July 2030 Notes remained outstanding as of December 31, 2025. The July 2030 Notes may be redeemed, in whole or in part, at the 2030 Notes Issuers’ option at any time, upon not less than 10 nor more than 30 days ’ prior notice, at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest to, but excluding, the redemption date. In addition, the July 2030 Notes are subject to repurchase requirements upon the occurrence of certain specified events, including upon a change of control, at 101 % of principal plus accrued and unpaid interest and on certain asset sales or debt proceeds at 100 % of principal plus accrued and unpaid interest. The July 2030 Notes Indenture limits the ability of the 2030 Notes Issuers and the guarantors to incur additional debt, pay dividends or make other restricted payments, make certain investments, create or permit liens on assets, sell or dispose of assets, and enter into transactions with affiliates, in each case subject to specified exceptions. Events of default include the failure to pay principal, interest or other amounts when due, the failure to comply with covenants or other agreements in the July 2030 Notes Indenture, defaults on other material indebtedness of the 2030 Notes Issuers or the guarantors, certain bankruptcy or insolvency events, and the entry of material judgments against the 2030 Notes Issuers or the guarantors. If an event of default occurs and is continuing, the July 2030 Notes may be declared immediately due and payable, and in the case of bankruptcy or insolvency events, the July 2030 Notes automatically become immediately due and payable. The obligations under the July 2030 Notes are fully and unconditionally guaranteed on a senior secured basis by the 2030 Notes Issuers’ U.S. subsidiary guarantors and are secured by liens on the collateral of the 2030 Notes Issuers and such guarantors, subject to permitted liens and the terms of the Super Senior, ABL and Equal Priority Intercreditor Agreements. Under these agreements, the ABL Lenders (as described below) hold first-priority liens on receivables, inventory, cash and related assets, while the Super Senior Term Loan Lenders (as described below) and July 2030 Noteholders hold junior liens on such assets. With respect to fixed assets, equity interests, intellectual property and related assets, the Super Senior Term Loan Lenders hold first-priority liens and July 2030 Noteholders share equal second-priority liens on a pari passu basis with holders of outstanding general unsecured claims in the Chapter 11 Cases, while the ABL Lenders hold junior liens. Super Senior Term Loan On July 29, 2025, Exela Technologies BPA, LLC and Exela Finance Inc. (for this purpose, together, the “Super Senior Term Loan Borrowers”), each subsidiary of the Exela Technologies BPA, LLC, as guarantors, Ankura Trust Company, LLC, as administrative agent and collateral agent, and certain lenders (the “Super Senior Term Loan Lenders”) entered into a Financing Agreement (as amended, the “Super Senior Term Loan”), in accordance with the Plan. The Super Senior Term Loan provided for an aggregate principal amount of up to $ 46.0 million in senior secured term loans, consisting of (i) $ 40.0 million in new-money term loans, used to refinance obligations under BPA’s prepetition senior secured financing agreement and pay related fees and expenses, and (ii) $ 6.0 million in term loans issued to DIP lenders in exchange for and in full satisfaction of $ 10.0 million of DIP claims as contemplated by the Plan. Interest on the Super Senior Term Loan accrues, at the Super Senior Term Loan Borrowers’ election, either (a) at the Reference Rate, meaning the greatest of 4.0 % per annum, the Federal Funds Effective Rate plus 0.5 % per annum, one-month Term SOFR plus 1.0 % per annum, or the Wall Street Journal Prime Rate plus 10.7 % per annum, stepping down to 7.3 % per annum upon the establishment of an Incremental Facility, or (b) at Term SOFR, subject to a 4.0 % floor, plus 11.7 % per annum, stepping down to 8.3 % per annum upon the establishment of an Incremental Facility. Interest on Reference Rate Loans is payable monthly in arrears, while interest on SOFR Loans is payable at the end of each applicable interest period. Upon the occurrence of an event of default, all outstanding amounts bear interest at the applicable rate plus 2.0 % per annum, payable on demand. As of December 31, 2025, there were borrowings of $ 46.0 million outstanding under the Super Senior Term Loan. The Super Senior Term Loan is scheduled to mature on July 28, 2028. Voluntary prepayments are permitted at any time with five business days’ notice, provided accrued interest is paid and, if applicable, a prepayment premium is 112 Table of Contents payable at a rate of 2.0 % if prepaid prior to the first anniversary of the Emergence Date, 1.0 % if prepaid on or after the first anniversary but prior to the second anniversary, and 0 % thereafter. In addition, the Super Senior Term Loan is subject to mandatory prepayments of principal with accrued interest in certain circumstances, including (a) 25.0 % of annual Excess Cash Flow (beginning with the fiscal year ending December 31, 2026, payable within ten business days after delivery of annual financial statements), (b) 100 % of net cash proceeds from non-permitted asset sales in excess of $ 0.5 million in any fiscal year subject to reinvestment rights, (c) 100 % of net cash proceeds from the issuance of indebtedness or equity securities (other than permitted issuances), and (d) certain extraordinary receipts, such as insurance recoveries and condemnation awards, subject to reinvestment rights. Upon the occurrence of an event of default such as payment defaults, covenant breaches, bankruptcy or insolvency, cross-defaults to other significant indebtedness, and judgment defaults, the obligations under the Super Senior Term Loan may be accelerated and become immediately due and payable. The obligations under the Super Senior Term Loan are guaranteed on a joint and several basis by substantially all of the Super Senior Term Loan Borrowers’ subsidiaries and are secured by a first-priority lien on substantially all of the assets of the Super Senior Term Loan Borrowers' and the guarantors, subject to permitted liens and the terms of the ABL Intercreditor Agreement (as described below) and that certain Super Senior Intercreditor Agreement. The Super Senior Term Loan contains customary affirmative and negative covenants, including limitations on additional indebtedness, the granting of liens, asset sales, restricted payments, affiliate transactions, and changes in business. It also includes a financial covenant requiring the Issuer to maintain the ratio of (a) Indebtedness to (b) Covenant Consolidated EBITDA of no greater than 1.00 to 1.00 based on the trailing 12 months ended as of the last day of the most recently ended fiscal quarter. The Super Senior Term Loan Borrowers are also required to maintain liquidity of at least $ 2.0 million (or $ 10.0 million after the incurrence of any Incremental Facility). The Super Senior Term Loan Borrowers were in compliance with all financial covenants as of December 31, 2025. Second Lien Note On February 27, 2023, BPA, through its subsidiary Exela Receivables 3, LLC, and BRF Finance Co., LLC entered into a Secured Promissory Note pursuant to which BPA borrowed $ 31.5 million from BRF Finance Co., LLC secured by a second lien pledge of Exela Receivables 3, LLC, a subsidiary of BPA (as amended, the “Second Lien Note”). The Second Lien Note was originally scheduled to mature on June 17, 2025 and bears interest at a per annum rate of one-month Term SOFR plus 7.5 %. On July 29, 2025, BPA entered into an Amended and Restated Second Lien Credit Agreement with BRF Finance Co., LLC. The amendment was executed in connection with BPA’s emergence from the Chapter 11 Cases to align the terms of the Second Lien Note with the Company’s new capital structure and intercreditor arrangements. The revised agreement extended the maturity of the Second Lien Note to March 30, 2026. At the option of the Company, the maturity of the Second Lien Note was further extended to September 30, 2026. The obligations under the Second Lien Note are fully and unconditionally guaranteed by certain subsidiaries of BPA and are secured by liens on BPA’s and certain guarantors’ assets, including accounts receivable, inventory, cash and deposit accounts, equipment, real property, equity interests in subsidiaries, intercompany obligations, general intangibles, and other related assets. Pursuant to the ABL Intercreditor Agreement, BRF Finance Co., LLC’s liens are subordinated to the liens securing the Company’s senior debt facilities; specifically, the ABL Facility with respect to receivables, inventory, cash, and related assets, and the Super Senior Term Loan and July 2030 Notes with respect to fixed assets, equity interests, and other non-ABL assets. As a result, the obligations under the Second Lien Note are effectively second-priority liens behind the senior secured debt. The Second Lien Notes requires the borrowers to maintain a minimum fixed charge coverage ratio, calculated on a trailing twelve-month basis. The minimum required ratio varies depending on the period: for the defined periods tested quarterly through December 31, 2025, and monthly from January 1, 2026, through June 30, 2026, the fixed charge coverage ratio must be not less than 0.85 to 1.00. Thereafter, for the defined periods tested monthly from July 1, 2026, through the maturity date, the fixed charge coverage ratio must be not less than 1.00 to 1.00. The Company was in compliance with all financial covenants as of December 31, 2025. During 2024 (Predecessor), the Company had repaid $ 6.0 million principal amount of the Second Lien Note. The loss on early extinguishment of the debt during the year ended December 31, 2024 (Predecessor) totaled $ 0.4 million and is inclusive of $ 0.4 million write off of debt issuance costs. As of December 31, 2024 (Predecessor), there 113 Table of Contents were borrowings of $ 25.5 million outstanding under the Second Lien Note payable at maturity. During the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), the Company repaid $ 3.8 million and $ 6.0 million, respectively, in principal amount of the Second Lien Note. The loss on early extinguishment of debt during the period August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor) totaled $ 0 and $ 0.1 million, respectively and represents write off of debt issuance costs. Loss on the early extinguishment of debt is reported within debt modification and extinguishment costs (gain), net within the Company’s consolidated and combined statements of operations. As of December 31, 2025 (Successor), there were borrowings of $ 15.8 million outstanding under the Second Lien Note included in the current portion of long-term debt in the consolidated balance sheet. ABL Facility On July 29, 2025, Exela Technologies BPA, LLC and certain of its subsidiaries (collectively, the “ABL Borrowers”) entered into a $ 150.0 million Asset-Based Lending Credit and Security Agreement (as amended, the “ABL Facility”) with MidCap Funding IV Trust, as administrative and collateral agent (the “Agent”), and a syndicate of lenders (the “ABL Lenders”). The ABL Facility was executed in connection with BPA’s emergence from the Chapter 11 Cases and provides for revolving commitments of up to $ 150.0 million, with an option to increase to $ 175.0 million through an additional tranche. The borrowing availability under the ABL Facility is limited to the lesser of (i) the aggregate revolving commitments and (ii) the borrowing base, which is calculated by reference to eligible billed and unbilled receivables, certain other receivables, eligible cash, and related assets, reduced by reserves established by the Agent. Borrowings under the ABL Facility bear an interest at Term SOFR plus an applicable margin ranging from 3.8 % to 4.3 %, depending on the ABL Borrowers’ trailing twelve-month EBITDA, subject to a 1.0 % SOFR floor. Interest is payable monthly, with a 2.0 % default premium. In addition to interest, the ABL Borrowers are required to pay an unused commitment fee of 0.5 % per annum on the average daily unused portion of the commitments, customary letter of credit fees on the face amount of each outstanding letter of credit, a collateral management fee payable to the Agent, and a minimum balance fee if borrowings under the ABL Facility fall below 20.0 % of the Borrowing Base. As of December 31, 2025 (Successor), there were borrowings of $ 76.8 million outstanding under the ABL Facility. There were unamortized debt issuance costs of $ 1.9 million on the ABL Facility as of December 31, 2025 included in other noncurrent assets on the consolidated balance sheet. The ABL Facility matures on July 29, 2028, and may be prepaid at any time without penalty (other than breakage costs). Mandatory repayments are required from proceeds of dispositions of the ABL Priority Collateral, certain insurance proceeds, or upon acceleration following an event of default. The events of default include failure to pay principal, interest or fees when due; breaches of covenants or other material contractual obligations; materially inaccurate representations or warranties; failure to pay specified other indebtedness above $ 25.0 million; bankruptcy or insolvency; final unsatisfied judgments; ERISA-related defaults; and a change in control. The obligations under the ABL Facility are guaranteed on a joint and several basis by substantially all of the ABL Borrowers’ U.S. subsidiaries. The liens securing the ABL Facility are subject to an Intercreditor Agreement (the “ABL Intercreditor Agreement”) dated July 29, 2025, among MidCap Funding IV Trust, Ankura Trust Company, LLC, as Term Agent, BRF Finance Co., LLC, as Riley Agent, and U.S. Bank Trust Company, National Association, as July 2030 Notes Trustee. The ABL Intercreditor Agreement governs lien priorities including (i) relative priorities for the collateral securing the ABL Facility obligations, the Super Senior Term Loan obligations, the July 2030 Notes Indenture obligations and the Second Lien Note obligations; (ii) collateral priorities securing (a) any Second Lien Note obligations, (b) any Super Senior Term Loan obligations, (c) any July 2030 Notes Indenture obligations, or (d) any Excess ABL Debt; and (iii) prohibition on contesting liens. The ABL Facility is secured by a first-priority lien on certain ABL Priority Collateral (including receivables, cash, inventory, deposit accounts, and related assets) and a junior lien on certain Term Priority Collateral (as defined therein), subject to the ABL Intercreditor Agreement. The ABL Facility includes customary affirmative covenants such as reporting, collateral maintenance, insurance, and inspections, and negative covenants, including restrictions on additional indebtedness, liens, asset sales, investments, affiliate transactions, and changes in business, with a minimum fixed charge coverage ratio, tested if excess availability falls below a defined threshold. The ABL Facility requires the ABL Borrowers to maintain a minimum fixed charge coverage ratio, calculated on a trailing twelve-month basis. The fixed charge coverage ratio is defined as the ratio 114 Table of Contents of EBITDA less Unfinanced Capital Expenditures less Capitalized Software Expenditures, to Fixed Charges (as such terms are defined in the ABL Facility). The minimum required ratio varies depending on the period: for the defined periods tested quarterly through December 31, 2025, and monthly from January 1, 2026 through June 30, 2026, the fixed charge coverage ratio must be not less than 0.85 to 1.00. Thereafter, for the defined periods tested monthly from July 1, 2026, through the maturity date, the fixed charge coverage ratio must be not less than 1.00 to 1.00. The ABL Facility also requires maintaining minimum excess availability of not less than $ 7.5 million at any time for three (3) or more consecutive business days through June 30, 2026. The Company was in compliance with all financial covenants as of December 31, 2025 (Successor). Senior Credit Facilities Agreement In June 2024, XBP Europe, Inc., a wholly owned subsidiary of the Company, together with certain other subsidiaries, entered into a Facilities Agreement (the “Facilities Agreement”) with HSBC UK Bank plc (“HSBC”) for a £ 15.0 million and € 10.5 million secured credit facility consisting of (i) a single draw, secured Term Loan A facility in an aggregate principal amount of £ 3.0 million (the “2028 Term Loan A Facility”), (ii) a single draw, secured Term Loan B facility in an aggregate principal amount of € 10.5 million (the “2028 Term Loan B Facility”, collectively with the 2028 Term Loan A Facility, the “2028 Term Loan Facilities”) and (iii) a multi-draw, multi-currency secured revolving credit facility in an aggregate principal amount of £ 12.0 million (the “Revolving Credit Facility”), and, together with the 2028 Term Loan Facilities, (the “Senior Credit Facilities”). Pursuant to the original Facilities Agreement, the 2028 Term Loan Facilities mature on June 26, 2028, and the Revolving Credit Facility matures on June 26, 2027, with certain extension rights at the discretion of HSBC. Borrowings under the 2028 Term Loan A Facility, the 2028 Term Loan B Facility and Revolving Credit Facility bear interest at a rate per annum equal to the SONIA plus the applicable margin of 3.25 %, Euro Interbank Offered Rate (“EURIBOR”) plus the applicable margin of 3.25 % and Reference Rate plus the applicable margin of 3.25 %, respectively. “Reference Rate” for any period means (i) Secured Overnight Financing Rate (“SOFR”) for funds extended in U.S. Dollars; (ii) the EURIBOR, for funds extended in Euros; (iii) the SONIA, for funds extended in Pounds Sterling; and the Stockholm Interbank Offered Rate (“STIBOR”) for funds extended in Swedish Krona. On July 25, 2025, an amendment to the Facilities Agreement was executed to permit the borrowing of an additional sum of € 16.1 million, the equivalent of £ 14.0 million, under the Revolving Credit Facility. The drawdowns were made in Euro and used for general corporate purposes. This amendment extended the maturity of the Revolving Credit Facility to June 26, 2028, and updated certain definitions and covenants reflecting the Company’s new corporate structure following the Business Combination as discussed in Note 5 , Business Combination . The Senior Credit Facilities continue to be secured by first-ranking security interests over substantially all assets of XBP Europe, Inc. and other borrower and guarantor subsidiaries, including cash, receivables, inventory, intercompany receivables, shares in subsidiaries, and related assets. The amendment added a new covenant restricting XBP Global Holdings, Inc., as the parent of XBP Europe, Inc., from providing certain guarantees or other credit support. Except as otherwise provided by applicable law, all obligations under the Facilities Agreement are jointly and severally unconditionally guaranteed by the European subsidiaries of XBP Europe, Inc. The outstanding principal amount of the 2028 Term Loan A Facility is scheduled to be repaid in fifteen (15) equal quarterly installments of £ 150 thousand, which commenced September 30, 2024, with the remaining outstanding principal amount of £ 750 thousand payable at maturity along with accrued and unpaid interest. The outstanding principal amount of the 2028 Term Loan B Facility is scheduled to be repaid in fifteen (15) equal quarterly installments of € 525 thousand, which commenced September 30, 2024, with the remaining outstanding principal amount of € 2.6 million payable at maturity along with accrued and unpaid interest. The Company may, at any time, prepay the principal of the Senior Credit Facilities. Each prepayment shall be accompanied by the payment of accrued interest, without any premium or penalty. However, the Company is limited to a maximum of four voluntary prepayments of the Revolving Credit Facility within any consecutive twelve-month period. During the period August 1, 2025 to December 31, 2025, the Company repaid $ 1.6 million of outstanding principal amount under the 2028 Term Loan A Facility and 2028 Term Loan B Facility. As of December 31, 2025, the outstanding balance of the 2028 Term Loan A Facility, the 2028 Term Loan B Facility, and the Revolving Credit Facility was approximately $ 2.8 million, $ 8.6 million, and $ 35.6 million, respectively. 115 Table of Contents The Facilities Agreement contains financial covenants including, but not limited to, (i) a consolidated total leverage ratio of not greater than 2.50 to 1.00 (with step-downs to (a) 2.25 to 1.00 starting January 1, 2025 and (b) 2.00 to 1.00 starting January 1, 2026); (ii) a cash flow coverage ratio of at least 1.10 :1.00; and (iii) a consolidated interest coverage ratio of not less than 4.00 to 1.00. The Facilities Agreement and indenture governing the Senior Credit Facilities contains certain affirmative and negative covenants limiting the ability of the XBP Europe, Inc. 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. As of December 31, 2025, the Company was in compliance with all affirmative and negative covenants under its Facilities Agreement, including all financial covenants, except for a temporary technical non‑compliance with the net leverage covenant arising from the timing of an intercompany cash transfer on December 31, 2025. The lender has acknowledged this matter, and no remedies were exercised or are expected to be exercised. BR Exar AR Facility On February 12, 2024, certain of the Company’s subsidiaries entered into a receivables purchase agreement with BR Exar, LLC (“BREL”), an affiliate of B. Riley Commercial Capital, LLC (as subsequently amended on various dates in connection with each monthly sale of certain existing receivables, up to and including December 31, 2025 (the “BR Exar AR Facility”)). The Company received an aggregate of $ 15.2 million and $ 22.1 million, net of legal and other fees of $ 1.8 million and $ 1.6 million, respectively, under the BR Exar AR Facility during the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), respectively. Under the terms of the BR Exar AR Facility during the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), certain of the Company’s subsidiaries agreed to sell certain existing receivables and all of their future receivables to BREL until such time as BREL shall have collected $ 17.0 million and $ 25.5 million, respectively, net of any costs, expenses or other amounts paid to or owing to the buyer under the agreement. BREL collected $ 23.0 million and $ 25.8 million under the BR Exar AR Facility during the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), respectively. As of December 31, 2025, and December 31, 2024, there was a $ 1.4 million and $ 7.8 million of outstanding balance, respectively, under the BR Exar AR Facility included in the current portion of long-term debt in the consolidated and combined balance sheets. Under the BR Exar AR Facility, transfers of accounts receivable from certain of the Company’s subsidiaries to BREL are treated as secured borrowings under ASC 860, Transfers and Servicing and are not accounted for as a reduction in accounts receivable. Accordingly, the Company treated the aggregate $ 1.8 million and $ 1.6 million of legal fee and other expense incurred under the BR Exar AR Facility as debt issuances cost, and $ 0 and $ 1.7 million of difference between the net proceeds received by the Company and total amount collected by BREL under the BR Exar AR Facility as original issue discount during the periods August 1, 2025 to December 31, 2025 (Successor) and January 1, 2025 to July 31, 2025 (Predecessor), respectively. Amortizations of the debt issuance cost and original issue discount relating to the BR Exar AR Facility are included in interest expense, net in the consolidated and combined statements of operations. Amended Factoring Agreement On September 15, 2023, certain European subsidiaries of the Company entered into an amendment to a secured borrowing facility (the “Amended Factoring Agreement”) for a non-recourse factoring program pursuant to which an unrelated third party (the “Factor”) purchases certain approved and partially approved accounts receivables (as defined in the Amended Factoring Agreement) from certain subsidiaries of the Company (the “Relevant Entities”) up to a maximum amount of € 15.0 million while assuming the risk of non-payment on the purchased accounts receivables up to the level of approval. The Relevant Entities have no continuing involvement in the transferred accounts receivable, other than collection and administrative responsibilities and, once sold, the accounts receivable are no longer available to satisfy creditors of the relevant entities. 116 Table of Contents The Company accounts for the transactions under the Amended Factoring Agreement as a sale under ASC 860, Transfers and Servicing, and as an off-balance sheet arrangement. Net funds received from the transfers reflect the face value of the account less a fee, which is recorded as an increase to cash and a reduction to accounts receivable outstanding in the consolidated balance sheets. The Company reports the cash flows attributable to the sale of accounts receivables to the Factor and the cash receipts from collections made on behalf of and paid to the Factor under the Amended Factoring Agreement, on a net basis as trade accounts receivables in cash flows from operating activities in the Company’s consolidated statements of cash flows. As of December 31, 2025, the Company’s outstanding factored accounts receivable totalled approximately $ 2.6 million pursuant to the Amended Factoring Agreement, representing the face value of the factored 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 totalling approximately $ 0.3 million for the period August 1, 2025 to December 31, 2025 (Successor), which is presented in selling, general and administrative expenses on the consolidated statements of operations. Predecessor Indebtedness (not outstanding following the Restructuring) Predecessor’s July 2026 Notes As of December 31, 2024, there was outstanding $ 24.0 million aggregate principal amount of 11.5 % First-Priority Senior Secured Notes scheduled to mature July 15, 2026 (the “July 2026 Notes”) issued by Exela Intermediate LLC and Exela Finance Inc., wholly-owned subsidiaries of the Predecessor. The July 2026 Notes were guaranteed by nearly all U.S. subsidiaries of Exela Intermediate LLC. The July 2026 Notes bore interest at a rate of 11.5 % per year. The Predecessor was required to pay interest on the July 2026 Notes on January 15 and July 15 of each year and commenced making such interest payments on July 15, 2022. Following the Restructuring, the July 2026 Notes were reclassified as liabilities subject to compromise and were discharged on July 29, 2025 by issuance of Common Stock of the Company to holders of claims relating to such notes in the Restructuring. Refer to Note 4, Fresh Start Accounting . Predecessor’s April 2026 Notes As of December 31, 2024, there was outstanding $ 1,231.1 million aggregate principal amount of 11.5 % First-Priority Senior Secured Notes scheduled to mature April 15, 2026 (the “April 2026 Notes”) issued by Exela Intermediate LLC and Exela Finance Inc., wholly-owned subsidiaries of the Predecessor. The April 2026 Notes were guaranteed, by the same guarantors that guaranteed the July 2026 Notes (other than certain guarantors that had ceased to have operations or assets) and by certain of the Predecessor’s other affiliates. The April 2026 Notes bore interest at a rate of 11.5 % per year. The Predecessor was required to pay interest on the April 2026 Notes on January 15 and July 15 of each year, and commenced making such interest payments on July 15, 2023. Interest historically was payable in cash or, subject to the terms of the governing indenture, in kind through the issuance of additional April 2026 Notes. Following the Restructuring, the April 2026 Notes were reclassified as liabilities subject to compromise and were discharged on July 29, 2025, by issuance of Common Stock of the Company to holders of claims relating to such notes in the Restructuring. Refer to Note 4, Fresh Start Accounting . Predecessor’s Senior Secured Term Loan As of December 31, 2024, there was $ 38.5 million outstanding under a financing agreement among Exela Intermediate LLC and Exela Finance Inc., wholly-owned subsidiaries of the Predecessor, as borrowers and certain lenders and Blue Torch Finance LLC, as administrative agent, pursuant to which the lenders extended a term loan maturing January 14, 2026 (“Senior Secured Term Loan”). The Senior Secured Term Loan was, at the option of the Company, either a Reference Rate Loan, or a Secured Overnight Financing Rate (“SOFR”) Loan. Each portion of the Senior Secured Term Loan that was a Reference Rate Loan bore interest on the principal amount outstanding from the date of the Senior Secured Term Loan until repaid, at a rate per annum equal to the Reference Rate plus the Applicable Margin. “Reference Rate” for any period meant the greatest of (i) 4.00 % per annum, (ii) the federal funds rate plus 0.50 % per annum, (iii) the Adjusted Term SOFR (which rate was to be calculated based upon an interest period of 1 117 Table of Contents month and should be determined on a daily basis) plus 1.00 % per annum, and (iv) the rate last quoted by the Wall Street Journal as the "Prime Rate" in the United States. “Applicable Margin,” with respect to the interest rate of (a) any Reference Rate Loan was 10.39 % per annum, and (b) any SOFR Rate Loan was 11.39 % per annum. SOFR Rate Loans bore interest on the principal amount outstanding, at a rate per annum equal to the Adjusted Term SOFR rate for the Interest Period in effect for the Term Loan plus Applicable Margin. “Adjusted Term SOFR” meant the rate per annum equal to Term SOFR for such calculation, plus 0.26161 %. “Term SOFR,” for calculation with respect to a SOFR Rate Loan, was the per annum forward-looking term rate based on secured overnight financing rate for a tenor comparable to the applicable interest period on the day that was two business days prior to the first day of such interest period. However, with respect to a Reference Rate Loan, “Term SOFR” meant the per annum forward-looking term rate based on secured overnight financing rate for a tenor of three months on the day that was two business days prior to such day. Term SOFR was subject to a floor rate of 4.00 %. The Predecessor had an option to prepay the principal of the Senior Secured Term Loan, subject to the payment of accrued interest and applicable premiums. The outstanding principal amount on the Senior Secured Term Loan was repaid in full on July 29, 2025 along with accrued interest (including default interest) and the applicable premium. Predecessor’s Securitization Facility ​ On June 17, 2022, the Predecessor entered into an amended and restated receivables purchase under an existing $ 150.0 million securitization facility (the “Securitization Facility”) among certain of the Company’s subsidiaries, Exela Receivables 3, LLC (the “Securitization Borrower”), Exela Receivables 3 Holdco, LLC (the “Securitization Parent SPE,” and together with the Securitization Borrower, the “SPEs”) and certain global financial institutions (the “Purchasers”). The amended agreement provided that the SPEs were permitted to sell certain accounts receivable to the Purchasers until June 17, 2025. Under the amended agreement, transfers of accounts receivable from the SPEs were treated as sales and were accounted for as a reduction in accounts receivable, because the agreement transferred effective control over and risk related to the accounts receivable to the Purchasers. The Predecessor and related subsidiaries had no continuing involvement in the transferred accounts receivable, other than collection and administrative responsibilities, and, once sold, the accounts receivable were no longer available to satisfy creditors of the Predecessor or its subsidiaries. ​ Accounts receivable were sold at face value, and the Predecessor de-recognized $ 509.0 million of accounts receivable under this agreement during the year ended December 31, 2024 (Predecessor). The amount remitted to the Purchasers during fiscal year 2024 was $ 508.2 million. Unsold accounts receivable of $ 26.2 million had been pledged by the SPEs as collateral to the Purchasers as of December 31, 2024 (Predecessor) and were included in accounts receivable, net in the combined and consolidated balance sheet as of December 31, 2024 (Predecessor). The program resulted in a pre-tax loss of $ 8.9 million for the year ended December 31, 2024 (Predecessor). The Predecessor de-recognized approximately $ 257.7 million of accounts receivable under this agreement during the period from Janaury 1, 2025 through July 31, 2025 (Predecessor). The amount remitted to the Purchasers during the period from Janaury 1, 2025 through July 31, 2025 (Predecessor) was approximately $ 254.3 million. The program resulted in a pre-tax loss of approximately $ 4.2 million for period from Janaury 1, 2025 through July 31, 2025 (Predecessor). The Securitization Facility was terminated on July 29, 2025. ​ The fair value of the sold accounts receivable approximated their book value due to their short-term nature. Sold accounts receivable are presented as a change in receivables within operating activities in the combined and consolidated statements of cash flows for the year ended December 31, 2024 (Predecessor) and for period from Janaury 1, 2025 through July 31, 2025 (Predecessor). ​ Predecessor’s Debtor-in-Possession Financing ​ On March 3, 2025, BPA filed the Chapter 11 Cases. In connection with the Chapter 11 Cases, Exela Finance, Inc. and Exela Intermediate LLC and the guarantors party thereto entered into a debtor-in-possession (“DIP”) financing agreement totaling $ 185.0 million. The DIP facility consisted of a total of $ 80.0 million in new money loans and $ 105.0 million in “rolled-up” prepetition notes. The DIP facility was critical for BPA’s operations during the Chapter 11 Cases. 118 Table of Contents As collateral, BPA granted security interests and liens to Ankura Trust Company, LLC, for the benefit of the lenders, with the liens being senior to the prepetition financing agreements, subject to certain limited exceptions. ​ The DIP Facility loans were due for repayment on the earliest of August 1, 2025, substantial consummation of the Plan, or other specified events. Interest accrued at 12.00 % per annum for the new money loans and 11.50 % per annum for the roll-up loans, with interest capitalized monthly on a paid-in-kind basis. As of the Emergence Date, total outstanding amount of debtor-in-possession obligations under DIP facility was $ 193.0 million including accrued interest and interest capitalized monthly on a paid-in-kind basis. Following the Restructuring, the Company issued $ 183.0 million of July 2030 Notes (as described above) in a cashless rollover of a comparable amount of debtor-in-possession obligations with the remaining $ 10.0 million of debtor-in-possession obligations being cancelled and replaced with $ 6.0 million of loans under the Super Senior Term Loan (as described above). ​ Long-Term Debt Outstanding ​ As of December 31, 2025 (Successor), and December 31, 2024 (Predecessor), the following debt instruments were outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ 2024 Other (a) ​ $ 14,921 ​ ​ $ 11,324 Secured borrowings under BR Exar AR Facility (b) ​ ​ 1,257 ​ ​ ​ 7,030 Senior secured term loan (c) ​ ​ — ​ ​ ​ 36,936 July 2026 Notes (d) ​ ​ — ​ ​ ​ 23,200 April 2026 Notes (e) ​ ​ — ​ ​ ​ 1,331,953 Second Lien Note maturing September 30, 2026 (f) ​ ​ 15,775 ​ ​ ​ 24,509 2028 Term Loan Facilities maturing June 26, 2028 (g) ​ ​ 10,862 ​ ​ ​ — Revolving Credit Facility maturing in June 26, 2028 ​ ​ 35,563 ​ ​ ​ — Super Senior Term Loan maturing July 28, 2028 (h) ​ ​ 45,957 ​ ​ ​ — ABL Facility maturing July 29, 2028 ​ ​ 76,753 ​ ​ ​ — July 2030 Notes maturing July 15, 2030 (i) ​ ​ 186,513 ​ ​ ​ — Total debt ​ ​ 387,601 ​ ​ ​ 1,434,952 Less: Current portion of long-term debt ​ ​ ( 34,334 ) ​ ​ ​ ( 1,433,484 ) Long-term debt, net of current maturities (j) ​ $ 353,267 ​ ​ $ 1,468 ​ (a) Other debt represents outstanding loan balances associated with various hardware and software purchases, and maintenance and leasehold improvements, along with other loans entered into by subsidiaries of the Company. This includes $ 5.0 million of outstanding principal owed to BREL under a promissory note executed in December 2025. (b) Net of unamortized debt issuance cost of $ 0.2 million as of December 31, 2025; and net of unamortized net original issue discount of $ 0.7 million and less than $ 0.1 million of debt issuance cost as of December 31, 2024. (c) Net of unamortized debt issuance costs of $ 1.0 million and net of unamortized original issue discount of $ 0.6 million as of December 31, 2024. (d) Net of unamortized original issue discount of $ 0.6 million and debt issuance costs of $ 0.2 million as of December 31, 2024. Following the Restructuring, the July 2026 Notes were reclassified to liabilities subject to compromise and were discharged on July 29, 2025 by issuance of Common Stock of the Company to the noteholders. Refer to Note 4, Fresh Start Accounting . (e) Includes unamortized net debt exchange premium of $ 100.9 million as of December 31, 2024. Following the Restructuring, the April 2026 Notes were reclassified to liabilities subject to compromise and were discharged on 119 Table of Contents July 29, 2025 by issuance of Common Stock of the Company to holders of claims relating to such notes. Refer to Note 4, Fresh Start Accounting . (f) Net of unamortized debt issuance costs of $ 0 and $ 1.0 million as of December 31, 2025 and December 31, 2024, respectively. (g) Net of unamortized debt issuance costs of $ 0.6 million as of December 31, 2025. (h) Net of unamortized debt issuance costs of less than $ 0.1 million as of December 31, 2025. (i) Net of unamortized debt issuance costs of $ 0.5 million as of December 31, 2025 and net of $ 14.0 million of principal amount of July 2030 Notes internally held by a subsidiary of the Company as of December 31, 2025. (j) Outstanding amount of $ 1.5 million of long-term debt, net of current maturities as of December 31, 2024 (Predecessor), represents long term notes payable relating to acquisition of assets. This was not subject to default provisions based on filing for the bankruptcy or a cross-default provision. As of December 31, 2025 (Successor), maturities of long-term debt are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Maturity 2026 ​ $ 35,300 2027 ​ 3,933 2028 ​ 163,225 2029 ​ — 2030 ​ ​ 186,993 Thereafter ​ — Total long-term debt ​ 389,451 Less: Unamortized original issue discount and debt issuance cost ​ ( 1,850 ) ​ ​ $ 387,601 ​ ​ 14. Income Taxes The Company provides for income taxes using an asset and liability approach, under which deferred income taxes are provided for based upon enacted tax laws and rates applicable to periods in which the taxes become payable. For financial reporting purposes, income/ (loss) before income taxes includes the following components: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, 2025 ​ ​ ​ ​ Period from January 1, 2025 through July 31, 2025 ​ Year Ended December 31, 2024 United States ​ $ ( 343,871 ) ​ ​ $ 1,491,457 ​ $ ( 214,395 ) Foreign ​ ( 2,241 ) ​ ​ ​ ( 924 ) ​ ​ 9,254 ​ ​ $ ( 346,112 ) ​ ​ $ 1,490,533 ​ $ ( 205,141 ) ​ 120 Table of Contents The provision for federal, state, and foreign income taxes consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, 2025 ​ ​ ​ ​ Period from January 1, 2025 through July 31, 2025 ​ Year Ended December 31, 2024 Federal ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ $ 511 ​ ​ $ ( 3,374 ) ​ $ 3,693 Deferred ​ ( 764 ) ​ ​ ​ 31,705 ​ ​ 245 State ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ 21 ​ ​ ​ 392 ​ ​ 1,035 Deferred ​ 1,372 ​ ​ ​ 4,591 ​ ​ ( 62 ) Foreign ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ 4,090 ​ ​ ​ 2,461 ​ ​ 4,342 Deferred ​ ( 219 ) ​ ​ ​ 100 ​ ​ 756 Income Tax Expense ​ $ 5,011 ​ ​ $ 35,875 ​ $ 10,009 ​ The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for period from August 1, 2025 through December 31, 2025 (Successor) and period from January 1, 2025 through July 31, 2025 (Predecessor) are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, 2025 ​ ​ ​ ​ Period from January 1, 2025 through July 31, 2025 ​ ​ Amount Percent ​ ​ ​ Amount Percent ​ U.S. Federal Statutory Tax Rate ​ $ ( 72,684 ) 21.0 % ​ ​ $ 313,013 21.0 % State and Local Income Taxes, Net of Federal Income Tax Effect (1) ​ 1,100 ( 0.3 ) ​ ​ ​ ​ 3,936 0.3 ​ Foreign Tax Effects ​ 1,664 ( 0.5 ) ​ ​ ​ ​ 2,051 0.1 ​ Effect of Cross-Border Tax Laws ​ 335 ( 0.1 ) ​ ​ ​ ​ 297 0.0 ​ Tax Credits ​ ( 143 ) 0.0 ​ ​ ​ ​ ( 79 ) ( 0.0 ) ​ Changes in Valuation Allowances ​ 4,347 ( 1.3 ) ​ ​ ​ ​ ( 256,058 ) ( 17.1 ) ​ Nontaxable or Nondeductible Items: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restructuring gain ​ — — ​ ​ ​ ​ ( 314,376 ) ( 21.1 ) ​ Fresh start ​ ​ — — ​ ​ ​ ​ 278,575 18.7 ​ Goodwill impairment ​ 67,262 ( 19.4 ) ​ ​ ​ ​ — — ​ Other ​ 755 ( 0.2 ) ​ ​ ​ ​ 8,061 0.5 ​ Other Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Uncertain tax positions ​ 2,375 ( 0.7 ) ​ ​ ​ ​ 455 0.0 ​ Effective Tax Rate ​ $ 5,011 ( 1.5 ) % ​ ​ $ 35,875 2.4 % (1) State taxes in California, Minnesota, New York, and New York City made up the majority ( greater than 50% ) of the tax effect in this category for the period from August 1, 2025 through December 31, 2025 (Successor), and state taxes in California, Illinois, Minnesota, and New York made up the majority ( greater than 50% ) of the tax effect in this category for the period from January 1, 2025 through July 31, 2025 (Predecessor). ​ 121 Table of Contents Cash payments of U.S. federal, state and foreign income taxes, net of refunds, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, 2025 ​ ​ ​ ​ Period from January 1, 2025 through July 31, 2025 Federal ​ $ 63 ​ ​ $ 25 Texas ​ ​ — ​ ​ ​ 365 State Other ​ ​ 74 ​ ​ ​ 613 India ​ ​ 1,422 ​ ​ ​ 1,764 Netherlands ​ ​ 219 ​ ​ ​ — Germany ​ ​ 991 ​ ​ ​ — Foreign Other ​ 180 ​ ​ ​ 130 ​ ​ $ 2,949 ​ ​ $ 2,897 ​ The differences between income taxes expected by applying the U.S. federal statutory tax rate of 21% and the amount of income taxes provided for the year ended December 31, 2024 (Predecessor), before the adoption of ASU 2023-09 and as previously disclosed, are as follows: ​ ​ ​ ​ ​ ​ ​ Predecessor ​ ​ Combined and Consolidated ​ ​ ​ ​ Year Ended December 31, 2024 Tax at statutory rate ​ $ ( 43,080 ) Add (deduct) ​ ​ ​ State income taxes ​ ​ ( 4,276 ) Foreign income taxes ​ ​ ( 77 ) Nondeductible goodwill impairment ​ ​ 22,854 Permanent differences ​ ​ 1,878 Changes in valuation allowance ​ ​ 28,788 Unremitted earnings ​ ​ 734 GILTI Inclusion ​ ​ 282 Uncertain tax positions ​ ​ 2,499 Other ​ ​ 407 Income Tax Expense ​ $ 10,009 ​ 122 Table of Contents The components of deferred income tax liabilities and assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ December 31, ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 Deferred income tax liabilities: ​ ​ ​ ​ ​ ​ ​ Book over tax basis of intangible assets and fixed assets ​ $ ( 75,921 ) ​ ​ $ ( 25,247 ) Unremitted foreign earnings ​ ( 10,967 ) ​ ​ ​ ( 10,341 ) Operating lease and finance lease right-of-use assets ​ ​ ( 5,441 ) ​ ​ ​ ( 6,349 ) Other, net ​ ​ ( 2,793 ) ​ ​ ​ ( 1,607 ) Total deferred income tax liabilities ​ $ ( 95,122 ) ​ ​ $ ( 43,544 ) ​ ​ ​ ​ ​ ​ ​ ​ Deferred income tax assets: ​ ​ ​ ​ ​ ​ ​ Allowance for credit losses and receivable adjustments ​ $ 1,947 ​ ​ $ 1,722 Inventory ​ 319 ​ ​ ​ 3,064 Accrued liabilities ​ 10,135 ​ ​ ​ 15,391 Net operating loss and tax credit carryforwards ​ 51,490 ​ ​ ​ 15,495 Tax deductible goodwill ​ — ​ ​ ​ 1,665 Disallowed interest deduction ​ ​ 125,167 ​ ​ ​ 267,032 Operating lease and finance lease liabilities ​ ​ 5,896 ​ ​ ​ 6,512 Sec 174 Costs ​ ​ — ​ ​ ​ 1,991 Debt and credit facilities ​ ​ — ​ ​ ​ 130,062 Other, net ​ 4,499 ​ ​ ​ 3,737 Total deferred income tax assets ​ $ 199,453 ​ ​ $ 446,671 ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance ​ ( 156,926 ) ​ ​ ​ ( 416,245 ) Total net deferred income tax liabilities ​ $ ( 52,595 ) ​ ​ $ ( 13,118 ) ​ Gross deferred tax assets are reduced by valuation allowances to the extent the Company determines it is not more-likely-than-not the deferred tax assets are expected to be realized. At December 31, 2025 (Successor), the Company recognized $ 156.9 million of valuation allowances against gross deferred tax assets primarily related to disallowed interest deduction and state and foreign net operating losses. Of this amount, approximately $ 1.7 million of the total valuation allowance relates to state limitations on the utilization of net operating loss carryforwards due to numerous changes in ownership. Approximately $ 92.7 million and $ 13.2 million of the total valuation allowance relates to U.S. federal and state disallowed interest deduction pursuant to the TCJA. The remaining $ 49.3 million of the valuation allowance relates to non-limited U.S. and foreign net operating losses that are not expected to be realizable. The net change during the year from December 31, 2024 (Predecessor) in the total valuation allowance was a decrease of $ 259.3 million primarily driven by fresh start accounting adjustments, including the recognition of deferred tax liabilities associated with revalued assets, which provided a source of taxable income supporting the realizability of certain deferred tax assets. In addition, the decrease reflects the reduction in deferred tax assets related to debt instruments and interest limitation carryforwards under Section 163(j) and the reduction of the corresponding valuation allowances. These decreases were partially offset by valuation allowances recorded on deferred tax assets primarily related to net operating losses generated during the current period and as a result of purchase accounting adjustments. The company has recorded a valuation allowance against these deferred tax assets as of December 31, 2025 (Successor) as it has determined that it is not more likely than not that such deferred tax assets will be realized. The Company has not performed a detailed analysis under Section 382 of the Internal Revenue Code (the “Code”) with respect to the tax attributes recorded as part of the purchase accounting, therefore, limitations on utilization, if any, have not been determined. ​ 123 Table of Contents Included in deferred tax assets are federal, foreign and state net operating loss carryforwards, and state tax credit carryforwards due to expire beginning in 2026 through 2044. As of December 31, 2025 (Successor), the Company has state income tax net operating loss (NOL) carryforwards of $ 323.6 million, which will expire at various dates from 2026 through 2044, and $ 5.1 million of federal NOLs and $ 79.9 million of state NOLs that carry forward indefinitely. Such NOL carryforwards expire as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ State and Local ​ ​ ​ ​ ​ ​ ​ ​ Federal NOL ​ ​ ​ NOL ​ ​ ​ Foreign NOL 2026–2030 ​ $ — ​ $ 31,874 ​ $ 395 2031–2035 ​ — ​ ​ 59,546 ​ ​ — 2036–2044 ​ — ​ ​ 152,284 ​ ​ — Indefinite ​ ​ 5,071 ​ ​ 79,854 ​ ​ 33,922 ​ ​ $ 5,071 ​ $ 323,558 ​ $ 34,317 ​ As of December 31, 2025 (Successor), the Company has foreign net operating loss carryforwards of $ 34.3 million, $ 0.2 million of which were generated in Poland and Serbia, $ 0.2 million were generated in Finland and all of which will expire in 2026 and 2028, respectively. The remainder of the foreign net operating losses will be carried forward indefinitely. The Company accounts for uncertain tax positions in the Company's financial statements and utilizes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on tax returns. The total amount of unrecognized tax benefits, exclusive of interest and penalties, is $ 4.3 million, and $ 3.5 million at December 31, 2025 (Successor) and 2024 (Predecessor), respectively. Included in the balance of unrecognized tax benefits as of December 31, 2025 (Successor) and 2024 (Predecessor) are $ 4.3 million and $ 3.5 million, respectively, of tax benefits that, if recognized, would benefit the effective tax rate. Total accrued interest and penalties recorded on the consolidated balance sheet was $ 6.2 million and $ 4.7 million at December 31, 2025 (Successor) and 2024 (Predecessor), respectively. The total amount of interest and penalties recognized in the consolidated statement of operations for the years ended December 31, 2025 (Successor) and 2024 (Predecessor) was $ 0.8 million and $ 0.8 million, respectively. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, 2025 ​ ​ ​ ​ Period from January 1, 2025 through July 31, 2025 ​ Year Ended December 31, 2024 Unrecognized tax benefits —o pening balance ​ $ 3,225 ​ ​ $ 3,541 ​ $ 2,221 Gross increases—tax positions in prior period ​ 8 ​ ​ ​ — ​ ​ 1,531 Gross decreases—tax positions in prior period ​ ( 203 ) ​ ​ ​ — ​ ​ — Gross increases—tax positions in current period ​ 1,336 ​ ​ ​ 134 ​ ​ ( 32 ) Settlement ​ — ​ ​ ​ ( 296 ) ​ ​ — Lapse of statute of limitations ​ ​ ( 34 ) ​ ​ ​ ( 154 ) ​ ​ ( 179 ) Unrecognized tax benefits—closing balance ​ $ 4,332 ​ ​ $ 3,225 ​ $ 3,541 ​ The Company files income tax returns in the U.S. and various state and foreign jurisdictions. The statute of limitations for U.S. purposes is open for tax years ending on or after December 31, 2020. State jurisdictions that remain subject to examination are not considered significant. The Company has significant foreign operations in India and EMEA. The Company may be subject to examination by the India tax authorities for tax periods ending on or after March 31, 2020. In addition, the company is open for examination by German tax authorities for tax periods ending on or after December 31, 2018. At December 31, 2025 (Successor), the Company maintains its prior indefinite reinvestment assertion on undistributed earnings related to certain foreign subsidiaries. Accordingly, no deferred taxes have been provided for 124 Table of Contents withholding taxes or other taxes that would result upon repatriation of approximately $ 151.0 million of undistributed earnings from these foreign subsidiaries as those earnings continue to be permanently reinvested. However, the Company does not indefinitely reinvest earnings in Canada, India, Mexico and Philippines. The Company recorded $ 10.4 million and $ 9.8 million of foreign withholding taxes on the undistributed earnings of these jurisdictions at December 31, 2025 (Successor) and 2024 (Predecessor), respectively. The Company recorded $ 0.3 million, $ 0.3 million and $ 0.7 million of deferred tax expenses in the consolidated and combined statement of operations for period from August 1, 2025 through December 31, 2025 (Successor) and period from January 1, 2025 through July 31, 2025 (Predecessor) and the year ended December 31, 2024 (Predecessor), respectively. The foreign withholding taxes deferred expense recorded in the current year is attributable to the current year undistributed earnings. ​ The Company is continuing to refine the calculation of the Transaction Tax Liabilities. However, the full set of required data to complete the analysis will not be available until 2025 federal income tax return for ETI is filed, which is expected to occur in the next few weeks. The draft analysis reflects tax liabilities below the initial $ 15 million funding obligation. ​ 15. Employee Benefit Plans All of the pension plans as discussed below pertain to the Company’s European subsidiaries, which were acquired as part of the Business Combination (Refer to Note 5, Business Combination ). U.K. Pension Plan Two of the Company’s subsidiaries in the United Kingdom (“U.K.”) provide pension benefits to certain retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to October 2001. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants at the earlier of two dates, the participant’s leaving the Company or March 31, 2015. The expected rate of return assumptions for plan assets relate solely to the UK plan and are based mainly on historical performance achieved over a long period of time ( 15 to 20 years ) encompassing many business and economic cycles. German Pension Plan XBP Global’s subsidiary in Germany, Exela Technologies ECM Solutions GmbH, provides pension benefits to certain retirees. Employees eligible for participation include all employees who started working for the Company or its predecessors prior to September 30, 1987 and have finished a qualifying period of at least 10 years . The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. The German pension plan is an unfunded plan and therefore has no plan assets. No new employees are registered under this plan and the participants who are already eligible to receive benefits under this plan are no longer employees of the Company. Norway Pension Plan The Company’s subsidiary in Norway provides pension benefits to eligible retirees and eligible dependents. Employees eligible for participation include all employees who were more than three years from retirement prior to March 2018. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants at the earlier of two dates, the participants leaving the Company’s subsidiary or April 30, 2018. 125 Table of Contents Asterion Pension Plan In 2018, Exela Technologies Holding GmbH acquired the obligation to provide pension benefits to eligible retirees and eligible dependents. Employees eligible for participation included all full-time regular employees who were more than three years from retirement prior to July 2003. A retirement pension or a lump-sum payment may be paid dependent upon length of service at the mandatory retirement age. The Company accrues the cost of these benefits over the service lives of the covered employees based on an actuarial calculation. The Company uses a December 31 measurement date for this plan. No new employees are registered under this plan and the pension obligation for the existing participants of the plan is calculated based on actual salary of the participants at the earlier of two dates, the participant’s leaving the Company or April 10, 2018. 126 Table of Contents Funded Status The change in benefit obligations, the change in the fair value of the plan assets and the funded status of the Company’s pension plans (except for the German pension plan which is unfunded) and the amounts recognized in the Company’s consolidated financial statements are as follows: ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, 2025 Change in Benefit Obligation: ​ ​ ​ Benefit obligation at August 1, 2025 ​ $ 60,233 Service cost ​ 78 Interest cost ​ 1,395 Actuarial gain ​ 713 Plan amendments ​ ​ 130 Plan participants’ contributions ​ ​ 35 Benefits paid ​ ( 1,976 ) Foreign-exchange rate changes ​ 1,039 Benefit obligation at end of year ​ $ 61,647 ​ ​ ​ ​ Change in Plan Assets: ​ ​ Fair value of plan assets at August 1, 2025 ​ $ 52,382 Actual return on plan assets ​ 2,835 Employer contributions ​ 1,180 Benefits paid ​ ( 1,907 ) Foreign-exchange rate changes ​ 916 Fair value of plan assets at end of year ​ 55,406 Funded status at end of year ​ $ ( 6,241 ) ​ ​ ​ Net amount recognized in the Consolidated Balance Sheets: ​ ​ Pension liability, net (a) ​ $ 6,241 Amounts recognized in accumulated other comprehensive loss, net of tax consist of: ​ ​ Net actuarial gain (loss) ​ ​ 1,718 Net amount recognized in accumulated other comprehensive loss, net of tax ​ $ 1,718 ​ ​ ​ ​ Plans with underfunded or non-funded accumulated benefit obligation: ​ ​ Aggregate projected benefit obligation ​ $ 61,647 Aggregate accumulated benefit obligation ​ $ 61,647 Aggregate fair value of plan assets ​ $ 55,406 ​ (a) Consolidated balance of $ 6.2 million as of December 31, 2025 includes pension liabilities (assets) of $ 3.4 million, $ 1.4 million, $ 1.3 million and $( 0.5 ) million under U.K., Asterion, German and Norway pension plans, respectively, and minimum regulatory benefit for a Philippines legal entity of $ 0.6 million. Tax Effect on Accumulated Other Comprehensive Loss As of December 31, 2025, the Company recorded $ 1.7 million of actuarial gain. 127 Table of Contents Pension and Postretirement Expense The components of the net periodic benefit cost for the period August 1, 2025 to December 31, 2025 (Successor) are as follows: ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ ​ ​ Period from August 1, 2025 through December 31, ​ ​ ​ ​ 2025 Service cost ​ $ 78 Interest cost ​ ​ 1,395 Expected return on plan assets ​ ( 1,484 ) Plan amendments ​ ​ 130 Amortization: ​ ​ ​ Amortization of net loss ​ ​ 858 Net periodic (benefit) cost ​ $ 977 ​ The Company records pension interest cost within interest expense, net. Expected return on plan assets, plan amendments, and amortization of net losses are recorded within other expense (income), net. Service cost is recorded within cost of revenue in the consolidated statements of operations. Valuation The Company uses the corridor approach and projected unit credit method in the valuation of its defined benefit plans for the U.K., Germany, and Norway. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and economic estimates or actuarial assumptions. For defined benefit pension plans, these unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over 15 years . Similarly, the Company used the Projected Unit Credit Method for the Germany plan, and evaluated the assumptions used to derive the related benefit obligations consisting primarily of financial and demographic assumptions including commencement of employment, biometric decrement tables, retirement age, staff turnover. The projected unit credit method determines the present value of the Company’s defined benefit obligations and related service costs by taking into account each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately in building up the final obligation. Benefit is attributed to periods of service using the plan’s benefit formula, unless an employee’s service in later years will lead to a materially higher of benefit than in earlier years, in which case a straight-line basis is used. 128 Table of Contents The following tables set forth the principal actuarial assumptions used to determine benefit obligation and net periodic benefit costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ UK ​ ​ Germany ​ ​ Norway ​ ​ Asterion ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average assumptions used to determine benefit obligations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rate 5.60 % ​ 3.90 % ​ 3.90 % ​ 3.90 % Rate of compensation increase N/A ​ N/A ​ 4.00 % ​ N/A ​ Weighted-average assumptions used to determine net periodic benefit cost: ​ ​ ​ ​ ​ ​ ​ Discount rate 5.60 % ​ 3.90 % ​ 3.90 % ​ 3.90 % Expected asset return 6.82 % ​ N/A % ​ 5.10 % ​ 3.90 % Rate of compensation increase N/A ​ ​ N/A ​ 4.00 % ​ N/A ​ ​ The Germany plan is an unfunded plan and therefore has no plan assets. The expected rate of return assumptions for plan assets are based mainly on historical performance achieved over a long period of time ( 10 to 20 years ) encompassing many business and economic cycles. Adjustments, upward and downward, may be made to those historical returns to reflect future capital market expectations; these expectations are typically derived from expert advice from the investment community and surveys of peer company assumptions. The Company assumed a weighted average expected long-term rate of return on plan assets for the U.K. scheme of 6.82 %. The Company long-term expected rate of return on cash is determined by reference to U.K. government 10-year bond yields at the balance sheet dates. The long-term expected return on bonds is determined by reference to corporate bond yields at the balance sheet dates. The long-term expected rate of return on equities and diversified growth funds is based on the rate of return on U.K. long dated government bonds with an allowance for out-performance. The long-term expected rate of return on the liability driven investments holdings is determined by reference to U.K. government 20-year bond yields at the balance sheet dates. The discount rate assumption was developed considering the current yield on an investment grade non-gilt index with an adjustment to the yield to match the average duration of the index with the average duration of the plan’s liabilities. The index utilized reflected the market’s yield requirements for these types of investments. The inflation rate assumption was developed considering the difference in yields between a long-term government stocks index and a long-term index-linked stocks index. This difference was modified to consider the depression of the yield on index-linked stocks due to the shortage of supply and high demand, the premium for inflation above the expectation built into the yield on fixed-interest stocks and the government’s target rate for inflation (CPI) at 2.4%. The assumptions used are the best estimates chosen from a range of possible actuarial assumptions which, due to the time scale covered, may not necessarily be borne out in practice. Plan Assets The investment objective for the U.K. plan is to earn, over moving fifteen to twenty year periods, the long-term expected rate of return, net of investment fees and transaction costs, to satisfy the benefit obligations of the plan, while at the same time maintaining sufficient liquidity to pay benefit obligations and proper expenses, and meet any other cash needs, in the short-to medium-term. The Company’s investment policy related to the U.K. defined benefit plan is to continue to maintain investments in government gilts and highly rated bonds as a means to reduce the overall risk of assets held in the fund. 129 Table of Contents No specific targeted allocation percentages have been set by category, but are set at the direction and discretion of the plan trustees. The weighted average allocation of plan assets by asset category is as follows: ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ ​ Consolidated ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ U.K. and other international equities ​ 33.6 % U.K. government and corporate bonds ​ 3.9 ​ Diversified growth fund ​ 21.4 ​ Liability driven investments ​ 35.6 ​ Multi-asset credit fund ​ 5.5 ​ Total ​ 100.0 % ​ The following tables set forth, by category and within the fair value hierarchy, the fair value of the Company’s pension assets at December 31, 2025 (Successor): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ December 31, 2025 ​ ​ ​ ​ Total ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 Asset Category: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ 1,784 ​ $ 1,784 ​ $ — ​ $ — Equity funds: ​ ​ ​ ​ ​ ​ ​ ​ U.K. and other international ​ 16,801 ​ — ​ 16,801 ​ — Fixed income securities: ​ ​ ​ ​ ​ ​ ​ ​ Corporate bonds / U.K. Gilts ​ 2,177 ​ — ​ 2,177 ​ — Other investments: ​ ​ ​ ​ ​ ​ ​ ​ Diversified growth fund ​ 11,846 ​ — ​ 11,846 ​ — Liability driven investments ​ ​ 19,728 ​ ​ — ​ ​ 19,728 ​ ​ — Multi-asset credit fund ​ ​ 3,070 ​ ​ — ​ ​ 3,070 ​ ​ — Total fair value ​ $ 55,406 ​ $ 1,784 ​ $ 53,622 ​ $ — ​ The plan assets are categorized as follows, as applicable: Level 1: Any asset for which a unit price is available and used without adjustment, cash balances, etc. Level 2: Any asset for which the amount disclosed is based on market data, for example a fair value measurement based on a present value technique (where all calculation inputs are based on data). Level 3: Other assets. For example, any asset value with a fair value adjustment made not based on available indices or data. Employer Contributions XBP Global’s funding of employer contributions is based on governmental requirements and differs from those methods used to recognize pension expense. The Company made contributions of $ 0.5 million to its pension plans for the period August 1, 2025 to December 31, 2025 (Successor). The Company expects to fund the pension plans with the required contributions for 2026 based on current plan provisions. ​ 130 Table of Contents Estimated Future Benefit Payments The estimated future pension benefit payments expected to be paid to plan participants are as follows: ​ ​ ​ ​ ​ ​ ​ Estimated ​ ​ Benefit ​ ​ ​ ​ Payments Year ended December 31, ​ ​ ​ 2026 ​ $ 2,811 2027 ​ 3,187 2028 ​ 3,521 2029 ​ 3,401 2030 ​ 3,578 2031 – 2035 ​ 19,232 Total ​ $ 35,730 ​ ​ 16. Commitments and Contingencies Litigation The Company is, from time to time, involved in certain legal proceedings, inquiries, claims and disputes, which arise in the ordinary course of business. Although management cannot predict the outcomes of these matters, management does not believe any of these actions that are currently pending will have a material, adverse effect on the Company’s consolidated and combined balance sheets, consolidated and combined statements of operations or consolidated and combined statements of cash flows. Business Interruption Insurance Claim During the second half of 2022, certain subsidiaries of the Company experienced a network security incident (the “2022 Network Outage”) impacting certain of such subsidiaries operational and information technology systems. As a result of the 2022 Network Outage, such subsidiaries of the Company experienced lost revenue and incurred certain incremental costs. The Company had reduced its revenue for 2022 by the estimated settlement amount of the incident-related customer claims and recorded an accrued liability for the claims payable to customers. A total of $ 0 and $ 1.9 million that may be payable to customers to settle customer claims are recorded as customer payables in accrued liabilities on its consolidated and combined balance sheets as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively. On August 29, 2023, the Company submitted a claim to its insurers for $ 44.6 million in covered losses related to the 2022 Network Outage (the “August 2023 Claim”). During the year 2023, the Company received insurance proceeds of $ 10.8 million in respect of business interruption claims from its underlying and first excess carriers. On April 17, 2024, the Company commenced an action (the “Insurance Lawsuit”) against two excess-layer insurers (collectively, the “Second Excess Insurers”) seeking a declaratory judgment and alleging breach of contract and bad faith for failing to pay out their share of losses connected to the August 2023 Claim. On August 9, 2024, the Company settled its claim against one of the Second Excess Insurers for $ 3.6 million, and on October 15, 2024, the Company settled its claim against the other Second Excess Insurers for $ 3.6 million (less amounts already paid). On October 8, 2024, the Company moved to amend the complaint (the “Amended Complaint”) to add two additional excess-layer insurers to the Insurance Lawsuit (collectively, the “Third Excess Insurers”). The Amended Complaint was filed on October 24, 2024. On December 2, 2025, the Company settled its claim against the Third Excess Insurers for $ 5.3 million. With execution of these insurance settlements and the reassessment of outstanding customer claims, the Company has concluded all insurance and customer claim matters relating to the 2022 Network Outage. The Company does not believe that any additional losses related to the 2022 Network Outage are probable, nor does the Company expect further material costs, customer claims, or insurance recoveries. 131 Table of Contents Company Subsidiary Litigation A group of 71 former employees brought a claim against a subsidiary of the Company related to their dismissal resulting from the closure of two production sites in France in 2020. The employees filed complaints with the French Labor Court on June 9, 2022. Various hearings were held. In March 2023, 67 claimants ( 4 had previously settled) applied for summary judgment which was granted for $ 1.1 million and was paid by the Company. In addition, settlement agreements were reached with 56 claimants for $ 1.8 million in 2024. A further settlement with the 15 remaining claimants was reached for $ 0.8 million in 2025. On November 7, 2025, settlements with all claimants were signed. All settlement amounts under these settlement agreements have been paid as of December 31, 2025. Contract Claim ​ On October 24, 2018, HOV Services, Inc., a subsidiary of the Predecessor (“HOV Services”), filed a lawsuit against ASG Technologies Group, Inc. (“ASG”) that sought to terminate the renewal of licensing agreement between the parties. HOV Services alleged that the licensing agreement was renewed under duress and brought claims against ASG under the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., the Stored Communications Act, 18 U.S.C. § 2701 et seq., and various common law doctrines. ASG subsequently brought counterclaims asserting breach of contract and other allegations. On February 27, 2024, a judge granted ASG’s motion for directed verdict on its breach of contract claim and awarded ASG $ 2.5 million in damages plus interest. On February 29, 2024, the jury found in favor of ASG on all remaining claims and awarded ASG damages in the amount of approximately $ 0.7 million plus interest, for a total award of approximately $ 4.7 million in the case. On December 31, 2024, the parties entered into a settlement agreement under which the Predecessor agreed to pay a total of $ 5.1 million over three (3) equal installments starting in January 2025 to fully resolve the matter. As of December 31, 2024 (Predecessor), the Predecessor had accrued $ 5.1 million for this matter included in accrued liabilities on the consolidated and combined balance sheet. On January 3, 2025, the Predecessor paid the first installment of $ 1.7 million. The remaining installments were included in the Restructuring related settlements and will be satisfied in accordance with the Plan. Contract-Related Contingencies The Company has certain contingent obligations that arise in the ordinary course of providing services to its clients. These contingencies are generally the result of contracts that require the Company to comply with certain performance measurements or the delivery of certain services to clients by a specified deadline. The Company believes the adjustments to the transaction price, if any, under these contract provisions will not result in a significant revenue reversal or have a material adverse effect on the Company’s consolidated and combined balance sheets, consolidated and combined statements of operations, consolidated and combined statements of comprehensive loss or consolidated and combined statements of cash flows. ​ 17. Fair Value Measurement Assets and Liabilities Measured at Fair Value The carrying amount of assets and liabilities including current portion of other debt approximated their fair value as of December 31, 2025 and 2024, due to the relatively short maturity of these instruments. Management estimated the fair values of the Successor’s July 2030 Notes at approximately 87.9 % of the principal balance outstanding as of December 31, 2025 (Successor). Management had estimated the fair values of the Predecessor’s July 2026 Notes and the April 2026 Notes at approximately 20.0 % and 15.0 %, respectively, of the respective principal balance outstanding as of December 31, 2024 (Predecessor). During the Chapter 11 Cases, the July 2026 Notes and the April 2026 Notes were classified as liabilities subject to compromise on the consolidated and combined balance sheet of the Predecessor and were discharged on July 29, 2025 on issuance of Common Stock of the Company as discussed under Note 4, Fresh Start Accounting . The fair values of secured borrowings under the BR Exar AR Facility, the Second Lien Note, the Super Senior Term Loan, the ABL Facility, the 2028 Term Loan Facilities and the Revolving Credit Facility are equal to their respective carrying values. Other debt represents the Company’s outstanding loan balances associated with various hardware, software purchases, maintenance and leasehold improvements along with other loans entered into by subsidiaries of the Company and as such, the cost incurred would approximate fair value. Property and equipment, 132 Table of Contents intangible assets, capital lease obligations, and goodwill are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the respective asset is written down to its fair value. The Company determined the fair value of its long-term debt and current portion of long-term debt using Level 2 inputs, including any recent issuance of the debt, the Company’s credit rating, and the current market rate. The Company determined the fair value of Private Warrants liability of the Company included in the other long-term liabilities in the consolidated balance sheet as of December 31, 2025 under Level 3 fair value measurement using the Black-Scholes option pricing model. The following table provides the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ Carrying ​ Fair ​ Fair Value Measurements As of December 31, 2025 ​ ​ ​ Amount ​ ​ ​ Value ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 Long-term debt ​ $ 353,267 ​ $ 330,699 ​ $ — ​ $ 330,699 ​ $ — Current portion of long-term debts ​ ​ 34,334 ​ ​ 34,334 ​ ​ — ​ ​ 34,334 ​ ​ — Private Warrants liability ​ ​ 3 ​ ​ 3 ​ ​ — ​ ​ — ​ ​ 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Predecessor ​ ​ Combined and Consolidated ​ ​ ​ ​ Carrying ​ Fair ​ ​ ​ Fair Value Measurements As of December 31, 2024 ​ ​ ​ Amount ​ ​ ​ Value ​ ​ ​ Level 1 ​ ​ ​ Level 2 ​ ​ ​ Level 3 Long-term debt ​ $ 1,468 ​ $ 1,468 ​ $ — ​ $ 1,468 ​ $ — Current portion of long-term debts ​ ​ 1,433,484 ​ ​ 267,781 ​ ​ — ​ ​ 267,781 ​ ​ — ​ The significant unobservable inputs used in the fair value of the Private Warrants liability of the Company are assumptions related to the inputs of exercise price, fair value of the underlying Common Stock, risk-free interest rate, expected term, expected volatility, and expected dividend yield. Significant increases (decreases) in the discount rate would have resulted in a lower (higher) fair value measurement. Significant increases (decreases) in the forecasted financial information would have resulted in a higher (lower) fair value measurement. For all significant unobservable inputs used in the fair value measurement of the Level 3 liabilities, a change in one of the inputs would not necessarily result in a directionally similar change in the fair value. The following table reconciles the beginning and ending balances of net assets and liabilities classified as Level 3 for which a reconciliation is required: ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Consolidated ​ ​ Period from August 1, 2025 through December 31, ​ ​ ​ ​ 2025 Balance as at August 1, 2025 ​ $ 9 Reduction in the fair value of the Private Warrants liability ​ ​ ( 6 ) Balance as at December 31, 2025 ​ 3 ​ ​ 133 Table of Contents 18. Stock-Based Compensation XBP 2024 Stock Incentive Plan On June 13, 2024, the stockholders of XBP Europe Holdings, Inc. (the legal acquirer under the Business Combination) approved and adopted XBP Europe Holdings, Inc.’s 2024 Stock Incentive Plan (the “XBP 2024 Equity Plan”) at XBP Europe Holdings, Inc.’s 2024 Annual Meeting of Stockholders. The XBP 2024 Equity Plan was subsequently amended following stockholder approval on July 25, 2025, to authorize additional shares, and continues to be effective after the Business Combination. Under the XBP 2024 Equity Plan, subject to adjustment for certain changes in capitalization or other corporate events, the Company has been authorized to issue up to 1,727,187 shares of common stock, which may be granted to eligible participants in furtherance of the Company’s broader compensation strategy and philosophy, of which 1,305,831 shares remain available for issuance (including 278,212 shares subject to outstanding awards), as of December 31, 2025. Awards under the 2024 Equity Plan are granted upon terms approved by the Company’s Compensation Committee and set forth in an award agreement or other evidence of an award. Restricted Stock Units Restricted stock unit awards generally vest ratably over one ( 1 ) year to three ( 3 ) year period. Restricted stock units are subject to forfeiture if employment or service terminates prior to vesting and are expensed ratably over the vesting period. Restricted stock unit activities under the XBP 2024 Equity Plan for the period August 1, 2025 to December 31, 2025 (Successor) is summarized in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ Weighted ​ Remaining ​ ​ Number ​ Average Grant ​ Contractual Life ​ ​ ​ ​ of Units ​ ​ ​ Date Fair Value ​ ​ ​ (Years) Outstanding Balance as of August 1, 2025 (Successor) ​ 105,239 ​ $ 12.93 2.08 Granted 176,989 ​ ​ 8.14 ​ 0.68 Forfeited — ​ ​ ​ ​ ​ Vested ( 4,016 ) ​ ​ ​ ​ ​ Outstanding Balance as of December 31, 2025 (Successor) ​ 278,212 ​ $ 9.96 1.12 ​ As of December 31, 2025, there was $ 1.4 million of total unrecognized compensation expense related to non-vested restricted stock unit awards under the XBP 2024 Equity Plan, which will be recognized over the respective service period. Stock-based compensation expense is recorded within selling, general, and administrative expenses. The Company incurred total compensation expense of $ 0.9 million related to restricted stock unit awards under the XBP 2024 Equity Plan for the period August 1, 2025 to December 31, 2025 (Successor). Options Under the XBP 2024 Equity Plan, stock options are granted at a price per share not less than 100 % of the fair market value per share of the underlying stock at the grant date. The vesting period for each option award is established on the grant date, and the options generally expire ten ( 10 ) years from the grant date. Stock options granted under the 2024 Plan generally require not less than a four ( 4 ) year ratable vesting period. There was no stock option activity for the period August 1, 2025 to December 31, 2025 (Successor) and no stock options outstanding as of December 31, 2025 under the XBP 2024 Equity Plan. ​ 134 Table of Contents 19. Stockholders’ Equity and Warrants The following description summarizes the material terms and provisions of the securities that the Company has authorized. Preferred Stock — The Company is authorized to issue up to 20,000,000 shares of preferred stock with a par value of $ 0.0001 per share. As of December 31, 2025, there were no shares of preferred stock issued or outstanding. Common Stock — The Company is authorized to issue up to 400,000,000 shares of Common Stock with a par value of $ 0.0001 per share. Each holder of Common Stock will be entitled to one (1) vote in person or by proxy for each share of Common Stock. The holders of shares of Common Stock will not have cumulative voting rights. As of December 31, 2025, there were 11,755,434 shares of Common Stock issued and outstanding. On December 12, 2025, the Company effected the Reverse Stock Split of our issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split every ten (10) shares of Common Stock issued and outstanding were automatically combined into one (1) share of issued and outstanding Common Stock, without any change in the par value per share. All information related to Common Stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. Warrants — As of December 31, 2025, the Company had the following warrants to purchase Common Stock outstanding: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Warrants ​ ​ ​ Common Stock Underlying Warrants ​ ​ ​ Exercise Price Per Share ​ ​ ​ Expiration Private Placement Warrants ​ 135,000 ​ 13,500 ​ 115.00 ​ 11/29/2028 Forward Purchase Warrants ​ 250,000 ​ 25,000 ​ 115.00 ​ 11/29/2028 Public Warrants ​ 6,249,980 ​ 624,998 ​ 115.00 ​ 11/29/2028 ETI Warrants ​ 6,632,418 ​ 663,242 ​ 49.80 ​ 07/29/2030 Total ​ 13,267,398 ​ 1,326,740 ​ ​ ​ ​ ​ Public Warrants The Public Warrants qualify for the derivative scope exception under ASC 815 and are therefore classified as equity on the consolidated balance sheets. Every ten warrants may be exercised for one whole share of Common Stock at a price of $ 115.00 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants are currently exercisable and will expire November 29, 2028, or earlier upon redemption or liquidation. The Company may redeem the outstanding Public Warrants if the price per share of common stock equals or exceeds $ 180.00 (except as described with respect to the Private Placement Warrants and Forward Purchase Warrants): ● in whole and not in part; ● at a price of $ 0.01 per Warrant; ● upon not less than 30 days ’ prior written notice of redemption to each warrant holder; and ● if, and only if, the closing price of the Common stock equals or exceeds $ 180.00 per share (as adjusted) for any of 20 trading days within a 30 - trading day period and ending three trading days before the Company sends the notice of redemption to the warrant holders. If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from 135 Table of Contents registration or qualification under applicable state blue sky laws or the Company is unable to affect such registration or qualification. Private Placement and Forward Purchase Warrants The Private Placement and Forward Purchase Warrants (together “Private Warrants”) meet the definition of a derivative; however, they do not meet the equity scope exception in ASC 815 and are therefore classified as a liability. The Private Warrants are identical to the Public Warrants, except that so long as they are held by CFAC Holdings VIII, LLC (an affiliate of Cantor Fitzgerald) or any Permitted Transferees, as applicable, the Private Warrants (i) may be exercised for cash or on a cashless basis, and (ii) shall not be redeemable by the Company, Upon exercise of each of the Public Warrants and Private Warrants, the exercise price and number of shares of Common Stock issuable may be adjusted in certain circumstances including in the event of a stock dividend, a consolidation, combination, reverse stock split or reclassification of shares of Common Stock. Private warrants’ liability is included within other long-term liabilities on the consolidated balance sheet as of December 31, 2025. ETI Warrants On July 29, 2025, the Company issued Common Stock purchase warrants to certain subsidiaries of ETI which entitles them to purchase 663,242 shares of Common Stock of the Company for an exercise price of $ 49.80 per share (the “ETI Warrants”). The ETI Warrants qualify for the derivative scope exception under ASC 815 and are therefore classified as equity on the consolidated and combined balance sheets. No fractional shares will be issued upon exercise of the ETI Warrants. The ETI Warrants are currently exercisable and will expire on July 29, 2030. The ETI Warrants are not traded as of December 31, 2025 and are not subject to redemption by the Company. ​ 20. Related-Party Transactions Successor Relationship with HandsOn Global Management Par Chadha, the Chairman of the Company’s board of directors, and Andrej Jonovic, Chief Executive Officer of the Company and a director, are affiliated with HandsOn Global Management LLC (together with affiliated entities managed by HandsOn Global Management LLC, “HGM”). On January 1, 2015, the Company, through one of its subsidiaries, entered into a master agreement with Rule 14, LLC, a portfolio company of HGM. In addition, the Company is party to ten master agreements with entities affiliated with HGM’s managed funds, each of which were entered into during 2015 and 2016 (collectively, with the agreement with Rule 14, LLC, the “Master Agreements”). Each of the Master Agreements provides the Company with use of certain technology and services and includes a reseller arrangement pursuant to which the Company was entitled to sell these services to third parties. Any revenue earned by the Company in such third-party sales is to be shared 75 %/ 25 % with each of HGM’s venture affiliates in favor of the Company. There are various applications subject to arrangements under the Master Agreements, and the Company has the license to use and resell such applications, as provided for in the Master Agreements. The Company incurred total expenses of approximately of $ 2.4 million for the period August 1, 2025 to December 31, 2025 (Successor) for outsourced digital document processing services, workflow automation services, and software platform subscriptions services provided under these Master Agreements. The majority of these costs were on account of: (i) workflow automation services related to automated document control and field mapping for specialized medical and financial records using Intelligent Document Processing (IDP) and Teletypewriter (TTY) primarily including processing for Centers for Medicare & Medicaid Services (CMS) workflow, Uniform Billing (UB) workflow, DMR and Accounts Payable workflows, (ii) enterprise platform subscriptions including licensing, custom reporting, and subscription fees for proprietary enterprise systems namely the Athena platform and the Peri platform, and (iii) Information Technology (IT) infrastructure services—onshore and offshore support services for the core platforms (Athena, Peri, Speakup, and Spring) including charges for change requests, hosting and AWS. The 136 Table of Contents Company earned no revenue from third-party sales under the reseller arrangement contemplated by the Master Agreements for the period August 1, 2025 to December 31, 2025 (Successor). Certain operating subsidiary of the Company leased an operating facility from HandsOn Global Management (HGM) Limited (f/k/a HOV Services Limited), which is an affiliate under common control with HGM. The rental expense for this operating lease (the “HOV Lease”) was $ 0.1 million for the period August 1, 2025 to December 31, 2025 (Successor). In addition, HandsOn Global Management (HGM) Limited (f/k/a HOV Services Limited) provides the Company data capture and technology services. The expense recognized for these services was approximately $ 0.4 million for the period August 1, 2025 to December 31, 2025 (Successor). These expenses are included in related party expense in the consolidated statement of operations. On October 27, 2025, the Company, through one of its subsidiaries, entered into an assignment and assumption agreement with HGM to assign certain portion of its right, title and interest in a building lease to HGM. The rental income from this lease (the “Assigned Lease”) was less than $ 0.1 million for the period August 1, 2025 to December 31, 2025 (Successor). On September 1, 2024, the Company, through one of its subsidiaries, entered into a master services agreement with Aideo Technology LLC (“Aideo”), which offers its AI coding platform and is an affiliate under common control with HGM, wherein the Company agreed to provide medical coding services to Aideo. On October 1, 2024, the Company, through one of its subsidiaries, entered into another master services agreement with Aideo wherein the Company agreed to provide the management of Amazon Web Services hosting services to Aideo (together with the initial Aideo Agreement, the “Aideo Agreements”). For the period August 1, 2025 to December 31, 2025 (Successor), the Company has recognized $ 0.5 million of revenue under the Aideo Agreements. On February 5, 2025, the Company entered into a service agreement with Nventr, LLC, a portfolio company of HGM, that provides AI analytics solutions (the “Nventr Agreement”). The Company incurred an expense of $ 0.4 million for the period August 1, 2025 to December 31, 2025 (Successor), in related party expenses for these services within the consolidated statement of operations. The Company capitalized $ 0.1 million towards solutioning work under the Nventr Agreement for the period August 1, 2025 to December 31, 2025 (Successor). On February 18, 2025, the Company entered into a service agreement with HandsOn Global Management (HGM) Limited (f/k/a HOV Services Limited), to help mitigate the risk of service disruption from the Chapter 11 Cases on the Predecessor by providing an alternate source for certain business process outsourcing, management, and financial transaction processing solutions. The Company incurred an expense of $ 2.0 million for the period August 1, 2025 to December 31, 2025 (Successor), in related party expenses within the consolidated statements of operations. Predecessor Relationship with HGM Par Chadha, who served as Executive Chairman of the Predecessor’s former parent ETI, Matthew Brown, the former Interim Chief Financial Officer of ETI, and Ron Cogburn, and James Reynolds, who served as members of ETI’s board of directors, are or had been affiliated with HGM. Mr. Chadha remains affiliated with HGM. Messrs. Cogburn and Reynolds were affiliated with HGM until 2020, and Mr. Brown was affiliated with HGM until 2017. The Predecessor incurred fees relating to the Master Agreements of $ 4.5 million for the period January 1, 2025 to July 31, 2025 (Predecessor). The Predecessor incurred fees relating to the Master Agreements of $ 7.5 million for the year ended December 31, 2024 (Predecessor). The Predecessor earned no revenue from third-party sales under the reseller arrangement contemplated by the Master Agreements for the period January 1, 2025 to July 31, 2025 (Predecessor) and for the year ended December 31, 2024 (Predecessor). The rental expense for the HOV Lease was $ 0.1 million for the period January 1, 2025 to July 31, 2025 (Predecessor). The rental expense for the HOV Lease was $ 0.2 million for the year ended December 31, 2024 (Predecessor). In addition, HandsOn Global Management (HGM) Limited (f/k/a HOV Services Limited) provided the 137 Table of Contents Predecessor data capture and technology services. The expense recognized for these services was approximately $ 0.8 million for the period January 1, 2025 to July 31, 2025 (Predecessor). The expense recognized for these services was approximately $ 2.7 million for the year ended December 31, 2024 (Predecessor). These expenses are included in related party expense in the consolidated and combined statements of operations. For the period January 1, 2025 to July 31, 2025 (Predecessor), the Predecessor has recognized $ 0.1 million of revenue under the Aideo Agreements. For the year ended December 31, 2024 (Predecessor), the Predecessor had recognized $ 0.1 million of revenue under the Aideo Agreements and received an expense reimbursement of $ 0.1 million. On September 1, 2023, the Predecessor, through one of its subsidiaries, entered into a master services agreement with Doctors of Waikiki LLP (“DOW”), which is an affiliate under common control with HGM, where the Predecessor could provide services under one or more statements of work to DOW. The Predecessor, acting under the first statement of work, provided collection services to DOW to collect past-due medical debts from its patients and insurance companies for which the Predecessor received a commission of 15 % for accounts assigned within one year of the service date and 25 % for accounts assigned after one year. Under the second statement of work the Predecessor managed DOW's insurance billing and denial management for medical bills generated after patients receive treatment from DOW for which the Predecessor invoiced $ 2,000 per month for each full-time employee assigned to the project. For the period January 1, 2025 to July 31, 2025 (Predecessor), the Predecessor recognized $ 0 of income under these two SOWs. For the year ended December 31, 2024 (Predecessor), the Predecessor had recognized less than $ 0.1 million of income under these two SOWs. April 2026 Notes held by ETI Subsidiaries As of December 31, 2024, $ 368.8 million of aggregate principal amount of the Predecessor’s April 2026 Notes were held by subsidiaries of ETI that had been formed to acquire and hold such indebtedness. The Predecessor recorded net interest expense of $ 13.7 million using effective interest rate method on the April 2026 Notes held by such ETI subsidiaries for the period January 1, 2025 to July 31, 2025 (Predecessor). The Predecessor recorded net interest expense of $ 16.7 million using the effective interest rate method on the Predecessor’s April 2026 Notes held by such ETI subsidiaries for the year ended December 31, 2024 (Predecessor). Recharges by ETI Pursuant to carve out of the Predecessor as a separate entity, cost incurred by the Predecessor’s former parent ETI to support the Predecessor business has been recharged by ETI. During the period January 1, 2025 to July 31, 2025 (Predecessor), the Predecessor reimbursed $ 1.2 million to ETI primarily on account of salaries, legal and professional fees and other miscellaneous expenses. During the year ended December 31, 2024 (Predecessor), the Predecessor reimbursed $ 8.2 million to ETI primarily on account of salaries, legal and professional fees and other miscellaneous expenses. Transactions between the Predecessor and XBP Europe Holdings, Inc. XBP Europe Holdings, Inc. (together with its subsidiaries, “XBP Europe”) was a subsidiary of ETI and an affiliate of the Predecessor until the Business Combination. Historically, XBP Europe and its predecessor entities and subsidiaries were managed and operated in the ordinary course of business with other subsidiaries of ETI including the Predecessor. Given below are the transactions that occurred between the Predecessor and XBP Europe during the year ended December 31, 2024 (Predecessor) and for the period January 1, 2025 to July 31, 2025 (Predecessor). Purchase of Products and Services: during the historical periods presented, the Predecessor purchased products and services from XBP Europe. Related party expense in the consolidated and combined statements of operations include purchases from XBP Europe of $ 0.4 million for the period January 1, 2025 to July 31, 2025 (Predecessor). Related party expense in the consolidated and combined statements of operations include purchases from XBP Europe of $ 0.4 million for the year ended December 31, 2024 (Predecessor). 138 Table of Contents Sales: during the historical periods presented, the Predecessor sold SDS scanners and related spare parts to XBP Europe. These sales totaled $ 0 for the period January 1, 2025 to July 31, 2025 (Predecessor). These sales totaled $ 0.1 million for the year ended December 31, 2024 (Predecessor). Shared Service Center Costs: the historical costs and expenses of XBP Europe include costs for certain shared service functions historically provided by the Predecessor, including, but not limited to accounting and finance, IT and business process operations. Where possible, these charges were allocated based on full-time equivalents (FTEs), formal agreements between the Predecessor and XBP Europe, or other allocation methodologies that Management determined to be a reasonable reflection of the utilization of services provided or the benefit received by XBP Europe and the costs of operating XBP Europe during the periods presented. The allocated shared service expenses and general corporate expenses for the period January 1, 2025 to July 31, 2025 (Predecessor) were $ 1.4 million. The allocated shared service expenses and general corporate expenses for the year ended December 31, 2024 (Predecessor) were $ 3.8 million, respectively, and are included in the related party revenue, net in the consolidated and combined statements of operations. In the opinion of management of the Predecessor and XBP Europe, the expense and cost allocations had been determined on a basis considered to be a reasonable reflection of the utilization of services provided or the benefit received by XBP Europe during 2025 and 2024. The amounts that would have been, or will be incurred, on a stand-alone basis could differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been incurred had XBP Europe operated as an independent entity, including any expenses associated with obtaining any of these services from the Predecessor. In addition, the future results of operations, financial position and cash flows could differ materially from the historical results presented herein. Service Fee: during the historical periods presented, the Predecessor provided management services to XBP Europe in exchange for a management fee. These management services included provision of legal, human resources, corporate finance, and marketing support. The management fee was calculated based on a weighted average of total external revenue, headcount and total assets attributable to XBP Europe. On October 9, 2022, the management fee was terminated and was replaced by the related party service fee pursuant to a certain services agreement, which reduced the fee and modified the services provided. Services provided under the services agreement include sales of certain hardware, operations delivery, finance, accounting, human resource and technology support services. The Predecessor earned total fees of $ 0.8 million for the period January 1, 2025 to July 31, 2025 (Predecessor). The Predecessor earned total fees of $ 1.5 million for the year ended December 31, 2024 (Predecessor). Notes Receivable: The combined and consolidated statements of operations included related party interest income of $ 0.9 million for the year ended December 31, 2024 (Predecessor) in other income, net relating to certain old terminated intercompany loan agreements with XBP Europe. The Predecessor entered into four intercompany loan agreements (“Related Party Notes Receivable”) with XBP Europe. Three of the notes are dated September 4, 2023 (and subsequently amended on September 15, 2023) and one note is dated September 15, 2023. The Related Party Notes Receivable has a ten-year term and bear annual interest of 6.0 %, due at the end of the term. The consolidated and combined balance sheet included $ 1.5 million Related Party Notes Receivable as of December 31, 2024 (Predecessor). The consolidated and combined statements of operations included $ 0.1 million of related party interest income for the period January 1, 2025 to July 31, 2025 (Predecessor) in the interest expense, net. The consolidated and combined statements of operations included $ 0.1 million of related party interest income for the year ended December 31, 2024 (Predecessor) in the interest expense, net. ​ ​ ​ 139 Table of Contents Payable and Receivable/Prepaid Balances with Affiliates ​ Payable and receivable/prepaid balances with affiliates as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ ​ December 31, 2025 ​ ​ December 31, 2024 ​ ​ ​ ​ ​ Receivables and Prepaid Expenses ​ ​ ​ Payables ​ ​ Receivables and Prepaid Expenses ​ ​ ​ Payables ​ HandsOn Global Management (HGM) Limited (f/k/a HOV Services Limited) ​ $ — ​ $ 2,050 ​ ​ $ — ​ $ 620 ​ Rule 14, LLC ​ ​ — ​ ​ 950 ​ ​ ​ — ​ ​ 2,626 ​ HGM ​ ​ — ​ ​ 227 ​ ​ ​ 831 ​ ​ — ​ DOW ​ ​ — ​ ​ 137 ​ ​ ​ — ​ ​ 137 ​ Aideo Technology, LLC ​ ​ 736 ​ ​ — ​ ​ ​ 261 ​ ​ — ​ XBP Europe Holdings, Inc. ​ ​ — ​ ​ — ​ ​ ​ 11,013 ​ ​ — ​ ETI ​ ​ — ​ ​ 1,147 ​ ​ ​ — ​ ​ — ​ Nventr, LLC ​ ​ — ​ ​ 832 ​ ​ ​ — ​ ​ — ​ ​ ​ $ 736 ​ $ 5,343 ​ ​ $ 12,105 ​ $ 3,383 ​ ​ ​ 21. Segment Information The Company’s operating segments are significant strategic business units that align its products and services with how it manages its business, approaches the markets and interacts with its clients. The Company is organized into two segments: Applied Workflow Automation and Technology. Applied Workflow Automation The Applied Workflow Automation segment provides services powered by intelligent, AI-enabled workflows that generate outcomes for clients’ systems. Revenue primarily stems from transactions processed and includes payment processing, data capture, analysis, decisioning, distribution and transformation across industries and the public and private sectors, primarily in Americas and Europe, and increasingly in Asia. The Applied Workflow Automation segment includes the Company’s Bills & Payments, healthcare industry solutions, on-site enterprise solutions, integrated communications and enterprise legal management business units which serve leading banks, payers and providers, utilities as well as federal, regional and local government entities. Technology The Technology segment focuses on the sale of recurring and perpetual software licenses, software maintenance and professional services, as well as hardware solutions and maintenance. The Company offers an industry-agnostic and cross-departmental suite of products, with primary focus on scalable workflows leveraging AI through neural networks together with deep domain expertise. The Company also offers industry specific platforms for the banking and healthcare industries. The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer. The CODM reviews segment profit to evaluate operating segment performance and determine how to allocate resources to operating segments. “Segment profit” is defined as revenue less cost of revenue (exclusive of depreciation and amortization). The Company does not allocate selling, general, and administrative expenses, depreciation and amortization, related party expense, net, interest expense, net, sundry expenses (income), net, and other expense (income), net to its reporting segments. The Company manages assets on a total company basis, not by operating segment, and therefore asset information and capital expenditures by operating segments are not presented. A reconciliation of segment profit to net loss before income taxes is presented below. Other than cost of revenue, no 140 Table of Contents expenses are tracked, allocated or reported based on segments as the CODM does not review or use financial information below segment profit to manage and direct the resources of the reportable segments. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Successor ​ ​ Predecessor ​ ​ Consolidated ​ ​ Combined and Consolidated ​ ​ Period from August 1, 2025 through December 31, 2025 ​ ​ Period from January 1, 2025 through July 31, 2025 ​ ​ ​ ​ Applied Workflow Automation ​ ​ ​ Technology ​ ​ ​ Total ​ ​ Applied Workflow Automation ​ ​ ​ Technology ​ ​ ​ Total Revenue (including related party revenue) ​ $ 321,618 ​ $ 37,763 ​ $ 359,381 ​ ​ $ 401,593 ​ $ 30,068 ​ $ 431,661 Cost of revenue (exclusive of depreciation and amortization) ​ 264,474 ​ 14,917 ​ 279,391 ​ ​ 329,433 ​ 10,548 ​ 339,981 Segment profit ​ ​ 57,144 ​ ​ 22,846 ​ ​ 79,990 ​ ​ ​ 72,160 ​ ​ 19,520 ​ ​ 91,680 Selling, general and administrative expenses (exclusive of depreciation and amortization) ​ ​ ​ ​ ​ ​ ​ 49,669 ​ ​ ​ ​ ​ ​ ​ ​ 53,946 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ 26,225 ​ ​ ​ ​ ​ ​ ​ ​ 22,313 Impairment of goodwill ​ ​ ​ ​ ​ ​ ​ ​ 320,292 ​ ​ ​ ​ ​ ​ ​ ​ ​ — Related party expense ​ ​ ​ ​ ​ ​ ​ 5,386 ​ ​ ​ ​ ​ ​ ​ ​ 5,750 Interest expense, net ​ ​ ​ ​ ​ ​ ​ 24,237 ​ ​ ​ ​ ​ ​ ​ ​ 75,226 Sundry expense, net ​ ​ ​ ​ ​ ​ ​ 274 ​ ​ ​ ​ ​ ​ ​ ​ 1,644 Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ( 1,596 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 28 ) Loss before reorganization items and income taxes ​ ​ ​ ​ ​ ​ ​ ​ ( 344,497 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 67,292 ) Reorganization items ​ ​ ​ ​ ​ ​ ​ ​ 1,615 ​ ​ ​ ​ ​ ​ ​ ​ ( 1,557,825 ) Net profit (loss) before income taxes ​ ​ ​ ​ ​ ​ $ ( 346,112 ) ​ ​ ​ ​ ​ ​ ​ $ 1,490,533 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Predecessor ​ ​ Combined and Consolidated ​ ​ Year ended December 31, 2024 ​ ​ ​ ​ Applied Workflow Automation ​ ​ ​ Technology ​ ​ ​ Total Revenue (including related party revenue) ​ $ 816,447 ​ $ 56,243 ​ $ 872,690 Cost of revenue (exclusive of depreciation and amortization) ​ 665,401 ​ 18,523 ​ 683,924 Segment profit ​ ​ 151,046 ​ ​ 37,720 ​ ​ 188,766 Selling, general and administrative expenses (exclusive of depreciation and amortization) ​ ​ ​ ​ ​ ​ ​ 124,440 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ 50,307 Impairment of goodwill and other intangible assets ​ ​ ​ ​ ​ ​ ​ ​ 108,489 Related party expense ​ ​ ​ ​ ​ ​ ​ 10,971 Interest expense, net ​ ​ ​ ​ ​ ​ ​ 101,939 Debt modification and extinguishment costs (gain), net ​ ​ ​ ​ ​ ​ ​ 363 Sundry income, net ​ ​ ​ ​ ​ ​ ​ ( 2,087 ) Other income, net ​ ​ ​ ​ ​ ​ ​ ​ ( 515 ) Loss before reorganization items and income taxes ​ ​ ​ ​ ​ ​ ​ ​ ( 205,141 ) Reorganization items ​ ​ ​ ​ ​ ​ ​ ​ — Net loss before income taxes ​ ​ ​ ​ ​ ​ $ ( 205,141 ) ​ ​ 22. Subsequent Events BR Exar AR Facility Repayments During the period January 1, 2026 through March 30, 2026, the Company fully repaid $ 1.4 million of outstanding principal amount under the BR Exar AR Facility. There was no amount outstanding under the BR Exar AR Facility as of March 30, 2026. Amended BR Exar AR Facility On January 21, 2026, certain of the Company’s subsidiaries entered into an Amended and Restated Receivables Purchase Agreement with BREL (as subsequently amended on February 10, 2026 and March 27, 2026 (the “Amended BR Exar AR Facility”)), pursuant to which they agreed to sell certain existing receivables and all of their future receivables to BREL until such time as BREL shall have collected $ 20.0 million, net of any costs, expenses or other amounts paid to or owing to the buyer under the agreement. The Company received $ 14.5 million in net cash consideration for sale of these receivables. The Company adjusted $ 5.0 million of outstanding loans owed to BREL under certain promissory note entered into in December 2025 against the remaining sale consideration to be received for the sale of these receivables. During the period January 1, 2026 through March 30, 2026, BREL collected $ 10.1 million 141 Table of Contents of outstanding principal amount under the Amended BR Exar AR Facility. There was $ 9.9 million outstanding under the Amended BR Exar AR Facility as of March 30, 2026. Repayment on Second Lien Note During the period January 1, 2026 through March 30, 2026, the Company repaid $ 3.3 million principal amount of the Second Lien Note. Accordingly, the outstanding principal amount under the Second Lien Note was $ 12.5 million, as of March 30, 2026. Amendment to Super Senior Term Loan On February 13, 2026, the Super Senior Term Loan Borrowers, each subsidiary of the Exela Technologies BPA, LLC, as guarantors, Ankura Trust Company, LLC, as administrative agent and collateral agent, and the Super Senior Term Loan Lenders entered into a second amendment to the Super Senior Term Loan and certain lenders from the Super Senior Term Loan Lenders (the “2026 Incremental Term Loan Lender”) agreed to extend credit to the Super Senior Term Loan Borrowers in the form of incremental term loans in an aggregate principal amount of $ 4.0 million for working capital and for general corporate purposes. As of March 30, 2026, there were borrowings of $ 50.0 million outstanding under the Super Senior Term Loan. Amendment to ABL Facility On March 6, 2026, the ABL Borrowers, the Agent and the ABL Lenders entered into a Limited Waiver and Third Amendment to the ABL Facility (the "Amended ABL Facility”). Among other things, the Amended ABL Facility (i) eliminates the covenant requiring the ABL Borrower to maintain a minimum excess availability of $ 7.5 million; (ii) implements a temporary availability block through June 30, 2026, which reduces borrowing capacity by the greater of $ 3.75 million or 5.0 % of the borrowing base if the ABL Borrower’s fixed charge coverage ratio falls below 1.00 to 1.00; (iii) temporarily increases the advance rate for eligible investment grade billed accounts to 95.0 % through September 30, 2026; (iv) adjusts the calculation of the borrowing base; (v) amends the mechanics governing the cash dominion period; and (vi) resets the deferred revolving loan origination fee. ​ ​ ​ 142 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.