Item 3 is hereby amended and supplemented with the following: On September 11, 2026, XBP entered into securities purchase agreements (the "Purchase Agreements") with certain accredited investors (the "Purchasers"), for the sale by XBP in a private placement (the "Private Placement") of an aggregate of 2,275,245 shares of XBP Common Stock (the "Shares"), at a weighted purchase price of approximately $2.66 per share, for aggregate gross proceeds to XBP of approximately $6.05 million. HCI, LLC ("HCI"), an affiliate of HGM Limited ("HGM"), participated as a Purchaser in the Private Placement, purchasing 204,946 Shares at a per share price of $2.83. Mr. Chadha is the Chairman of HGM and the Chairman of XBP. The closing of the Private Placement occurred on September 15, 2026. On September 11, 2026, in connection with the Purchase Agreements, XBP entered into Registration Rights Agreements with the Purchasers (each, a "Registration Rights Agreement" and collectively, the "Registration Rights Agreements"). The Registration Rights Agreements provide, among other things, that XBP will file with the SEC a registration statement registering the resale of the Shares no later than September 22, 2026. XBP agreed to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. In connection with the Private Placement, the officers, directors and certain stockholders of XBP each executed a lock-up agreement, pursuant to which each such person agreed, without the prior written consent of the placement agent and subject to certain exceptions, not to (i) directly or indirectly, offer for sale, sell, pledge or otherwise dispose of any shares of XBP Common Stock (including shares of XBP Common Stock that may be deemed to be beneficially owned or hereafter acquired) or securities convertible into or exercisable or exchangeable for XBP Common Stock, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of XBP Common Stock, or (iii) publicly disclose the intention to do any of the foregoing, for a period ending on the earlier of (a) the 30th day following the date on which XBP's registration statement registering for resale the Shares issued in the Private Placement has been declared effective by the SEC or (b) the 60th day following the closing of the Private Placement. The foregoing descriptions of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements or forms thereof, the forms of which are filed as Exhibit 99.6 and Exhibit 99.7 hereto, respectively, and incorporated herein by reference.

Item 6 is hereby amended and supplemented with the information contained in Item 3 responsive hereto, which is incorporated by reference herein.

Item 7 is hereby amended and supplemented by adding the following: Exhibit 99.5* Joint Filing Agreement dated September 17, 2026 by and among the Reporting Persons. Exhibit 99.6 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206). Exhibit 99.7 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by XBP on September 14, File No. 001-40206). * Filed herewith