UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-39687

~~CompoSecure~~GPGI, Inc.

(Exact name of registrant as specified in its charter)


Delaware						85-2749902
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

309 Pierce Street Somerset, New Jersey 08873

(908) 518-0500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

~~CMPO~~GPGI

~~The~~New ~~Nasdaq~~York ~~Global~~Stock ~~Market~~Exchange

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock

CMPOW

The Nasdaq Global Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐☒ No ☒☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the ~~Registrant~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the ~~Registrant~~registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~Registrant~~registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒☐ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 713(a)~~(2)(B)~~ of the ~~Securities~~Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of

the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act): ☐

As of June 2830, ~~2024~~2025, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant's voting and non-voting common stock outstanding, other than shares held by affiliates of the registrant at that date, computed by reference to the closing sales price for the registrant's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), on June 2830, ~~2024~~2025, as reported on the Nasdaq Global Market, the market on which the Class A Common Stock was listed on such date, was approximately $~~190~~665 million (based on the closing sales price of the ~~common~~Class ~~stock~~A Common Stock on June 2830, ~~2024~~2025 of $614.8009).

As of March 032, ~~2025~~2026, there were approximately ~~102~~289,~~311~~642,~~981~~587 shares of the registrant's Class A common stock outstanding .

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement to be filed pursuant to Regulation 14A with the SEC within 120 days after December 31, ~~2024~~2025 are incorporated by reference into Part III of this Annual Report on Form 10-K and certain documents are incorporated by reference into Part IV.

Table of Contents

			Page
Part 1			4
Part I			4
Item 1. Business			54
Item 1A. Risk Factors			2811
Item 1B. Unresolved Staff Comments			5441
Item 1C. Cybersecurity			5441
Item 2. Properties			5542
Item 3. Legal Proceedings			5543
Item 4. Mine Safety Disclosures			5543
Part II			5644
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			5644
Item 6. Reserved.			5746
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			5746
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			7664
Item 8. Audited Financial Statements			7766
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure			~~112~~114
Item 9A. Controls and Procedures			~~112~~114
Item 9B. Other Information			~~113~~115
Part III			~~114~~116
Item 10. Directors, Executive Officers and Corporate Governance			~~114~~116
Item 11. Executive Compensation			~~114~~116
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			~~114~~116
Item 13. Certain Relationships and Related Transactions, and Director Independence			~~115~~117
Item 14. Principal Accountant Fees and Services			~~115~~117
Part IV			~~116~~118
Item 15. Exhibits and Financial Statement Schedules			~~116~~118
Item 16. Form 10-K Summary			~~121~~124
Signatures			~~122~~125

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, and the documents incorporated by reference herein, may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although the Company believes that its plans, intentions, and expectations reflected in or suggested by these forward- looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning the Company’s possible or assumed future actions, business strategies, events, or results of operations, are forward- looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology.

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements:

•Risks of rapidly evolving domestic and global economic conditions, which are beyond our control;

•We may fail to retain existing customers or identify and attract new customers;

•Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage and increase risks of litigation;

•System outages, data loss or other interruptions could affect our operations;

•We may not be able to recruit, retain and develop qualified personnel, including for areas of newer specialized technology;

•Our future growth may depend upon our ability to develop and commercialize new products, and we may be unable to introduce new products and services in a timely manner;

•Disruptions in our supply chain or the performance of our suppliers and/or development partners could occur;

•We have limited experience in the digital assets industry and may not succeed in fully commercializing the products and solutions derived from the Arculus technology;

•Risks related to the rapid evolution of the security markets, including that our Arculus Authenticate solutions may not achieve widespread market acceptance or may not provide sufficient protection;

•Our dependence on certain distribution partners and the risk of their loss;

•Risks to market share and profitability due to competition;

•Risks relating to the management of our business by Resolute Holdings, including our reliance on Resolute Holdings for management services under the Management Agreement, which gives Resolute Holdings substantial influence over our business, operations, and strategy;

•We may fail to successfully manage and integrate acquisitions or strategic transactions, which could negatively impact our financial performance and growth prospects;

•The outcome of any legal proceedings that may be instituted against the Company or others;

•Future exchange and interest rates; and

•other risks and uncertainties indicated in this report, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.

These and other factors that could cause actual results to differ from those implied by the forward- looking statements in this report are more fully described in the “Risk Factors” section. The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Part I

Item 1. Business

BUSINESS

~~Unless~~Background ~~the~~& ~~context otherwise requires, all references in this subsection to the “Company,” “we,” “us,” “our,” and similar terms refer to CompoSecure, Inc. and its consolidated subsidiaries.~~Strategy

~~Overview~~GPGI, Inc. (formerly CompoSecure, Inc.) (“GPGI” and, together with its subsidiaries as the context requires, the "Company," “we”, “us” or “our”), is a permanent capital platform designed to acquire, own, and scale high-quality businesses that hold “great positions in good industries.” The operations, capital allocation, and strategy of our operating businesses are managed by Resolute Holdings Management, Inc. (NYSE: RHLD) (“Resolute Holdings”), an entity that was initially formed as a wholly owned subsidiary of the Company and was subsequently spun off to the Company's shareholders on a pro rata basis. This management structure is designed to eliminate the constraints found in traditional structures to attract great operators to lead and manage each business within GPGI. The leaders of each operating business benefit from the support and experience of Resolute Holdings, allowing them to focus on operating their respective businesses. We are focused on systematically deploying the Resolute Operating System (“ROS”) across the Company, which we believe will instill a high-performance culture and drive continuous improvement at each business, resulting in more consistent growth, earnings, and returns for shareholders of GPGI.

~~Founded~~The inCompany ~~2000,~~has ~~the~~evolved ~~Company~~from is a ~~technology~~single ~~partner~~operating tobusiness ~~market~~into ~~leaders,~~a ~~fintechs~~diversified ~~and~~permanent ~~consumers~~capital ~~enabling~~platform ~~trust~~that ~~for~~is ~~millions~~today comprised of ~~people~~two ~~around~~market ~~the~~leading ~~globe~~businesses: (1) CompoSecure, L.L.C. ~~The~~(“CompoSecure”), ~~Company’s~~a ~~innovative~~leading ~~metal~~manufacturer ~~payment~~of ~~card~~premium ~~technology~~metal credit cards and ~~Arculus~~provider ~~security~~of ~~and~~secure authentication ~~capabilities~~solutions, ~~deliver~~and ~~unique~~(2) Husky Holdings LLC (“Husky”), ~~premium~~a ~~branded~~leading ~~experiences~~manufacturer of injection molding equipment and aftermarket services for the food, ~~enable~~packaging, ~~people~~and medical markets. Our focus is to ~~access~~(i) improve the operating performance of CompoSecure and ~~use~~Husky ~~their~~through ~~assets,~~the ~~protect~~consistent ~~their~~deployment ~~digital~~of ~~identities~~ROS into each business, and ~~ensure~~(ii) ~~trust~~continuously atevaluate opportunities to acquire additional businesses that can benefit from the ~~point~~ROS ofand athe ~~transaction~~Company’s permanent capital base.

~~Mission~~Future acquisitions may be bolt-ons to existing operating companies, where a product or service may bolster that business’s capabilities, reach, or offerings. Acquisitions may also be additional operating businesses that participate in different industries than CompoSecure or Husky and ~~Values~~would constitute an entirely new business segment. For all new operating companies we evaluate, we rigorously assess them against six criteria. All of these potential acquisitions are assessed to understand if they (1) have a great position, (2) operate in a good industry, (3) are able to differentiate the product or service they offer through technological differentiation, (4) have opportunities for organic growth, (5) have opportunities for inorganic growth, and (6) have opportunities for margin expansion, all while generating sustainable free cash flow. These criteria are critically important to us because we want to acquire businesses with sufficiently durable competitive moats that are worth making strategic investments in to allow for the full benefits of ROS implementation to be realized.

~~The~~As a function of the Company’s ~~mission~~permanent capital base, we believe our platform is toa ~~combine~~structurally ~~elegance~~advantaged buyer for private assets. Specifically, ~~simplicity~~we believe GPGI offers an alternative and more favorable exit pathway for large, sponsor-owned assets that are otherwise limited to an initial public offering. We can offer more upfront cash proceeds to the seller, provide speed and ~~security~~certainty, lower the concentrated ownership overhang with access to ~~deliver~~our ~~exceptional~~high-quality, ~~experiences~~long-term, and ~~peace~~diversified ofshareholder ~~mind~~base, inset up the ~~physical~~business for success with right-sized leverage, and ~~digital~~provide ~~world~~the opportunity to participate in future Resolute Holdings-led value creation. ~~The~~These ~~Company’s~~structural ~~values~~benefits ~~are~~collectively ~~embodied~~position inGPGI ~~the~~to ~~following~~make ~~key~~accretive ~~concepts:~~acquisitions of high-quality businesses at a fair price.

~~Key~~History ~~Product~~& ~~Overview~~Structure

The ~~Company~~evolution ~~led the creation and growth~~ of the ~~metal~~Company ~~card~~from ~~form~~a ~~factor~~single ~~through~~operating ~~its~~business ~~expertise~~into inthe ~~material~~diversified ~~science~~permanent ~~and~~capital ~~has~~platform ~~been~~it atis ~~the~~today ~~forefront~~began ofon ~~emerging~~August ~~embedded payment card technology (e.g.~~7, ~~the evolution of “tap to transact”). For more than two decades~~2024, ~~through~~when ~~its~~affiliates ~~combination~~ of ~~large-scale,~~Resolute ~~advanced~~Compo ~~manufacturing capabilities and deep technological expertise~~Holdings, ~~the Company has driven key payment card industry innovations in materials science~~LLC, ~~metal~~including ~~form~~Tungsten ~~factor~~2024 ~~design,~~LLC ~~dual interface functionality~~(collectively, ~~and security. The distinct value proposition of the Company’s products has resulted in widespread adoption by major banks~~"Tungsten"), ~~financial institutions~~ and ~~fintech~~all ~~innovators to support their acquisition and retention~~ of ~~consumer and business card customers. From 2010 through 2024,~~ the ~~Company~~Class ~~produced~~B ~~and~~stockholders ~~sold over 200 million metal payment cards worldwide (i.e., credit and debit cards issued primarily on one~~ of the ~~Visa, MasterCard, American Express, Discover payment networks). In 2024 alone, the~~ Company ~~provided metal payment card solutions for more than 150 branded and co-branded card programs~~, ~~totaling~~entered ~~approximately~~into 30 million payment cards sold. The Company’s metal payment card solutions have generated, and are expected to continue to generate, a significant base of growing, highly profitable revenue. The Company is now accelerating innovation in secure authentication technology solutions with the launch of Arculus

stock purchase agreements pursuant to which the selling Class B stockholders exchanged their 51,908,422 Class B units and corresponding Class B shares for Class A shares, (collectively, the "Tungsten Transactions") eliminating the Company's existing dual-share class structure. The Company was not party to the stock purchase agreements related to the Tungsten Transactions. The Tungsten Transactions closed on September 17, 2024 and as a result, Tungsten became the majority owner of the Company by acquiring 49,290,409 shares of Class A Common Stock of the Company for an aggregate purchase price of approximately $372 million, or $7.55 per share, representing an approximately 60% voting interest in the Company at the time of the Tungsten Transactions.

On September 27, 2024, Resolute Holdings was created as a wholly owned subsidiary of GPGI Holdings, L.L.C. (formerly CompoSecure Holdings, L.L.C) (“Holdings”). On February 28, 2025, the Company distributed all shares of common stock of Resolute Holdings (“Resolute Holdings Common Stock”) on a pro rata basis to the holders of the Company’s Class A Common Stock as of the February 20, 2025 record date (the “Spin-Off”). Each stockholder of record who held shares of the Company’s Class A Common Stock on February 20, 2025, received one share of Resolute Holdings common stock for every twelve shares of the Company’s common stock then held.

In connection with the completion of the Spin-Off, Holdings entered into a management agreement with Resolute Holdings (the "CompoSecure Management Agreement"), pursuant to which Resolute Holdings is responsible for managing the day-to-day business and operations and overseeing the strategy of Holdings and its controlled affiliates in exchange for a fee.

Pursuant to the CompoSecure Management Agreement, Holdings pays Resolute Holdings a quarterly management fee (the “CompoSecure Management Fee”), payable in arrears, in a cash amount equal to 2.5% of Holdings’ last twelve months' Adjusted EBITDA, as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“Management Agreement Adjusted EBITDA”). Management Agreement Adjusted EBITDA reflects (a) Holdings’ earnings before interest, taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non-recurring expenses, and the CompoSecure Management Fee, less (b) the Company’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). Management Agreement Adjusted EBITDA for GPGI Holdings is calculated without duplication of Husky Holdings’ Adjusted EBITDA as defined in the Husky Management Agreement (as defined below) and its share of Parent Allocated Expense. Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to Holdings under the CompoSecure Management Agreement. Resolute Holdings will determine, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by Holdings.

The CompoSecure Management Agreement has an initial term of 10 years and shall automatically renew for successive ten-year terms unless terminated in accordance with its terms. Resolute Holdings and Holdings may each terminate the Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require Holdings to pay a termination fee, which may be paid in cash, shares of the Company's common stock or a combination of cash and stock. The CompoSecure Management Agreement also provides for certain indemnification rights in Resolute Holdings’ favor, as well as certain additional covenants, representations and warranties.

On November 2, 2025, the Company entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC ("Platinum Equity"), pursuant to which the Company combined with Husky Technologies Limited for aggregate consideration of approximately $4.976 billion, comprised of cash and shares of the Company’s Class A Common Stock (the “Husky Combination”). Concurrently with the execution of the Share Purchase Agreement, the Company entered into purchase agreements with certain investors (“PIPE Investors”), pursuant to which the Company agreed to issue and sell to such investors in a private placement an aggregate of 106.1 million shares of Class A Common Stock at a purchase price per share of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion, subject to consummation of the Husky Transaction (the “PIPE Transaction,” and together with the Husky Combination, the "Husky Transaction"). The Husky Transaction was completed on January 12, 2026, whereby Husky became a wholly owned subsidiary of Holdings.

~~(named~~In ~~for~~conjunction ~~the ancient Roman god of safes and strongboxes). Arculus is a digital security platform~~ with ~~broad industry applicability. Through~~ the ~~convenience~~closing of athe ~~premium~~Husky ~~metal card~~Transaction, ~~this~~Husky ~~technology is designed to solve chronic industry~~ and ~~consumer~~Resolute ~~needs~~Holdings ~~for~~entered ~~reliable,~~into ~~trusted~~a ~~and~~management ~~secure~~agreement ~~authentication~~(the ~~solutions~~"Husky -Management ~~moving~~Agreement") ~~beyond~~on ~~passwords,~~substantially asidentical ~~well~~terms as ~~providing~~the ~~enhanced~~CompoSecure ~~security~~Management ~~for~~Agreement ~~storage~~(as ofdescribed ~~digital~~above), ~~assets.~~pursuant ~~The Company's Arculus technology is designed~~ to ~~transform~~which aResolute ~~metal~~Holdings ~~payment~~provides ~~card~~management ~~into a multifunctional device to support both traditional payments~~ and toother ~~act~~related asservices ~~a ‘tap-~~to~~-authenticate’~~ ~~hardware~~Husky ~~token~~in ~~allowing~~exchange for ~~passwordless,~~payment ~~and~~of ~~hardware-based,~~quarterly ~~multi-factor~~management ~~authentication~~fees.

~~Recent~~Following ~~Developments~~the closing of the Husky Transaction, the Company rebranded to GPGI and, beginning on January 23, 2026, the Company’s Class A Common Stock continued trading on the New York Stock Exchange (the "NYSE") under the ticker symbol “GPGI.”

~~Acquisition~~The Company’s current entity structure as of ~~Majority~~the ~~Ownership~~date of ~~CompoSecure~~this report is as follows:

InCompoSecure September 2024, Tungsten 2024 LLC ("Tungsten", which subsequently transferred the shares to Resolute Compo Holdings LLC) and its affiliated vehicles (“Resolute”), an investment firm led by David Cote and Tom Knott, became the majority owner of the Company, having acquired 49,290,409 shares of the Class A Common Stock of the Company (the “Class A Common Stock”) for an aggregate purchase price of approximately $372.1 million, or $7.55 per share of Class A Common Stock acquired, representing an approximately 60% voting interest (which has since been diluted by additional share issuances) (the "Resolute Transaction"). Upon completion of the Resolute Transaction, all issued and outstanding shares of Class B Common Stock of the Company (the "Class B Common Stock") were cancelled, eliminating the Company's dual-class structure. The Resolute management team has a proven track record of sourcing, executing, and integrating acquired businesses and then growing and developing those businesses profitably. David Cote brings more than 40 years of operating experience across a wide range of industries. Following a variety of senior executive positions at General Electric Company (“GE”) and TRW Inc. (“TRW”), Mr. Cote served as Executive Chairman of the Board and Chief Executive Officer of Honeywell International Inc. (“Honeywell”) from 2002 to 2017. He has served since February 2020 as Executive Chairman of the Board of Vertiv Holdings Co. (“Vertiv”). Mr. Knott brings more than 14 years of investment experience across a variety of asset classes and investment structures. Most recently, he led the Permanent Capital Strategies group at Goldman Sachs, where his efforts were focused on developing a platform to combine long-term capital and a disciplined acquisition strategy with best-in-class operating capabilities.Business

InCompoSecure, ~~connection~~founded ~~with~~in ~~the Resolute Transaction~~2000, ~~upon authorization~~ and ~~approval~~headquartered byin aSomerset, ~~special~~New ~~committee~~Jersey, ofis the ~~Board~~global ~~comprised~~leader ~~solely~~in ofthe ~~independent~~design and ~~disinterested~~manufacturing ~~directors~~of ~~(the~~premium ~~“Special~~metal ~~Committee”),~~payment ~~the~~cards ~~Company~~ and asecure ~~subsidiary~~authentication ~~entered~~solutions. ~~into~~CompoSecure apioneered ~~Letter Agreement with an investment entity affiliated with Resolute (~~the ~~“Letter~~use ~~Agreement”),~~of ~~and~~metal ~~the~~in ~~Company~~payment ~~and~~cards ~~Resolute~~dating ~~entered~~back ~~into a Governance Agreement (the "Governance Agreement")~~ to ~~establish~~2003 ~~certain~~and ~~governance~~combines ~~matters~~industry-leading innovation, ~~including~~advanced ~~ongoing~~materials ~~obligations regarding the size of the board of directors~~science, ~~election~~and ofproprietary ~~specified~~manufacturing ~~directors~~processes ~~including~~to ~~independent~~deliver ~~directors,~~highly asdifferentiated ~~well~~products asto ~~other~~its ~~matters~~customers. InCompoSecure’s ~~addition,~~metal inpayment ~~connection~~cards ~~with~~integrate ~~the~~a ~~Resolute~~metal ~~Transaction,~~core ~~the~~with ~~Company~~EMV® ~~entered into the TRA Amendment~~ (asacronym ~~defined~~representing inEuropay, ~~"Management's~~Mastercard, ~~Discussion~~ and ~~Analysis~~Visa) ofchips, ~~Financial~~magnetic ~~Condition~~stripes, and ~~Results~~contactless ofpayment ~~Operations")~~technology, ~~which~~while ~~amends~~meeting ~~the~~stringent ~~TRA~~certification ~~(as~~requirements ~~defined~~from inglobal ~~"Management's~~payment ~~Discussion~~networks. ~~and~~CompoSecure’s ~~Analysis~~metal ofcards ~~Financial~~deliver ~~Condition~~a ~~and~~distinctive ~~Results of Operations") to~~weight, ~~among~~a ~~other~~premium ~~things~~aesthetic, ~~prevent~~and ~~acceleration~~enhanced ofdurability ~~TRA~~for ~~payments~~consumers, ~~that~~while ~~would~~its ~~otherwise~~issuer becustomers ~~payable~~benefit asfrom ~~a result of~~ the ~~Resolute~~ability ~~Transaction.~~to ~~The~~attract ~~TRA~~higher-value ~~Amendment~~consumers, ~~was~~reduce ~~effective~~cardholder ~~upon the closing of the Resolute Transaction. For more information on the TRA and TRA Amendment~~churn, ~~see "Management's Discussion~~ and ~~Analysis~~unlock ofhigher ~~Financial~~customer ~~Condition~~spend ~~and~~relative ~~Results~~to oftraditional ~~Operations~~plastic cards."

~~Controlled~~CompoSecure ~~Company~~maintains ~~Status~~approximately 75%+ market share in the global metal payment card market and delivered more than 32 million payment cards in 2025, serving over 150 customers across 200 branded and co-branded card programs. The company’s leading position is reinforced by long-standing customer relationships with leading bank issuers like American Express, JPMorgan Chase and Capital One, and financial technology companies like Coinbase, Robinhood, and Gemini. CompoSecure’s customers generate highly recurring demand for metal payment cards after initial program launch, driven by new account acquisition, portfolio expansion, product upgrades, and reissuance for loss, theft, or card expiration. With an estimated global addressable market of approximately 5.5 billion payment cards in issuance, the company’s total penetration is estimated to be less than 1% of total payment cards in issuance and delivered each year.

AsIn aaddition ~~result~~to ofmetal ~~the~~payment ~~Resolute Transaction~~cards, ~~the~~CompoSecure ~~Company~~has isleveraged aits ~~“controlled~~core ~~company”~~competencies ~~within~~in ~~the~~advanced ~~meaning~~manufacturing ~~of the Nasdaq listing rules. As of February 28, 2025, Resolute owned approximately 51% of the voting power of the Company's common stock~~ and ~~therefore~~trusted ishardware ~~able~~ to ~~control~~develop ~~all~~secure ~~matters~~authentication ~~that require approval by the stockholders of the Company, including the election~~ and ~~removal~~digital ofasset ~~directors,~~storage ~~changes~~solutions tothrough the Company's organizational documents and approval of acquisition offers and other significant corporate transactions. As a “controlled company” within the meaning of the Nasdaq listing rules, the Company qualifies for and relies on certain exemptions from certain corporate governance requirements.

~~Spin~~Arculus platform. Arculus combines a physical metal card with a mobile software application to enable three-~~Off~~factor ofsecure ~~Resolute~~authentication, ~~Holdings~~high-value ~~Management~~transaction authorization, ~~Inc.~~and management of digital assets in ~~Pro~~cold ~~Rata~~storage. ~~Distribution~~With its tap-to-authenticate technology, Arculus provides tamper resistance, cryptographic security, and ease of use for enterprise and individual customers facing increased cybersecurity risks across diverse end markets.

OnCompoSecure ~~February~~has ~~28,~~developed ~~2025,~~ the ~~Company~~ability ~~completed~~to ~~the~~provide ~~spin-off~~volume ofand ~~Resolute~~quality ~~Holdings~~at ~~Management, Inc. (“Resolute Holdings”), formerly an indirect, wholly owned subsidiary of~~ the ~~Company~~scale ~~(the~~required ~~"Spin-Off").~~for ~~The distribution of all shares of~~ the ~~common~~success ~~stock, par value $0.0001 per share,~~ of ~~Resolute~~its ~~Holdings~~very ~~(the~~large ~~“Resolute~~customer ~~Holdings Common Stock”)~~programs, towhile ~~holders~~also ofdriving ~~CompoSecure’s~~manufacturing ~~Class~~efficiencies Aand ~~Common Stock, as~~ a ~~pro~~cost ~~rata~~advantage. ~~dividend~~The ~~occurred~~company onalso ~~February~~has ~~28,~~separate ~~2025~~manufacturing ~~(the~~operations ~~"Distribution~~designed ~~Date"),~~to ~~and~~optimize ~~Resolute~~smaller ~~Holdings~~quantity ~~began~~production ~~trading~~runs onfor ~~The~~pilot ~~Nasdaq~~or ~~Stock~~more ~~Market~~specialized ~~LLC~~card ~~on February 28, 2025 under the ticker symbol “RHLD~~programs.” ~~Holders~~Coupled ofwith ~~the~~its ~~Company's~~manufacturing ~~Class~~footprint, ACompoSecure ~~Common~~holds ~~Stock~~over ~~received one (~~1),000 ~~share~~design ofand ~~Resolute~~utility ~~Holdings Common Stock for every twelve (12) shares of Class A Common Stock held on February 20~~patents, ~~2025,~~representing ~~the~~more ~~record~~than ~~date~~65 ~~for the distribution~~U.S. ~~The~~and ~~distribution~~foreign ofpatent ~~shares~~families ofissued ~~Resolute Holdings will give rise to a taxable gain to the Company~~ and ~~will~~more bethan ~~treated~~35 ~~as a taxable dividend to all existing stockholders of the Company for~~ U.S. ~~federal~~ and ~~applicable~~foreign ~~state~~patent ~~and~~family ~~local~~applications ~~tax purposes~~pending. ~~Investors~~The ~~should~~company ~~note~~expects ~~that~~to ~~Resolute~~continue ~~Holdings~~developing ~~Management,~~innovations ~~Inc.~~for ispayment acard ~~distinct~~form ~~entity~~factor ~~from~~design, ~~Resolute Compo Holdings LLC~~components, ~~which~~and ~~acquired~~manufacturing ~~CompoSecure shares in September 2024~~methods, as ~~described~~well ~~above.~~as ~~The~~further ~~Company's~~technological ~~Board~~innovations ~~believes~~for ~~that investors will value~~ the ~~Resolute~~Arculus ~~Holdings operating management capabilities more favorably if conducted through a stand-alone company than residing within the legacy strategy at the Company~~platform.

~~The~~Husky CompoSecure Board believes that the aggregate value of the Company and Resolute Holdings will increase over time relative to the stand-alone value of the Company prior to the announcement of the planned Spin-Off, as the Spin-Off will permit investors to invest separately in Resolute Holdings and in the operating businesses of the Company. This structure may also make the Company's and the Resolute Holdings' common stock more attractive to investors as compared to the Company’s common stock before the Spin-Off because the stock would become available to a broader base of investors who seek an investment that offers the growth, risk, and sector prospects of either Resolute Holdings or the Company, but not that of the combined company. The Company's Board also considered factors that might have a negative effect on the Company attributable to the Spin-Off. For example, there can be no assurance as to the future market prices of the common stock of either the Company or Resolute Holdings. Additionally, certain factors such as a lack of Resolute Holdings’ historical financial and performance data as an independent public company may limit investors’ ability to appropriately value the Resolute Holdings common stock. Further, Resolute Holdings is expected to initially operate with limited profitability due to the initial resource investment required to build the capabilities to perform its duties required by the Management Agreement (defined below) with the Company.Business

~~Management~~Headquartered ~~Agreement~~in ~~with~~Bolton, ~~Resolute~~Ontario, ~~Holdings~~Husky is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services. Since its founding in 1953, Husky has focused on developing highly technical precision technologies instrumental in the delivery of food, beverages, medical devices, and other applications including general packaging and closures, thinwall packaging, and consumer products. Husky delivers its integrated capabilities through a combination of systems, tooling, and aftermarket parts and services to create value for customers throughout the entire lifecycle of its solutions. As of December 31, 2025, Husky serves approximately 4,000 customers in approximately 140 countries through approximately 13,500 installed systems, including over 6,000 fully integrated polyethylene terephthalate (“PET”) systems.

InHusky’s ~~connection~~injection ~~with~~molding ~~the~~equipment ~~Spin-Off,~~solutions ~~Resolute~~are ~~Holdings~~focused ~~and~~on ~~CompoSecure~~maximizing ~~Holdings~~performance ~~L.L.C.,~~by aincreasing ~~wholly-owned~~productivity, ~~subsidiary~~reducing ofpart ~~the Company ("Holdings"~~variability, and ~~which~~reducing ~~solely~~maintenance ~~for~~to minimize the ~~purposes~~total cost of ~~this~~ownership ~~section,~~for ~~includes~~ultra-high ~~its~~volume ~~controlled~~applications. ~~affiliates),~~The ~~entered~~company’s ~~into~~product amix ~~management~~includes ~~agreement~~injection ~~(the~~molding ~~"Management~~systems, ~~Agreement")~~application-specific onmolds ~~the~~and ~~Distribution~~hot ~~Date~~runners, ~~pursuant~~and toadvanced ~~which~~precision ~~Resolute~~controller ~~Holdings~~technologies. isAdditionally, ~~responsible~~Husky ~~for~~has ~~managing~~developed ~~the~~its ~~day-to-day~~Advantage+Elite ~~business~~remote ~~and~~asset ~~operations~~monitoring, ~~and~~enabling ~~overseeing~~its technical service team to monitor customers’ equipment around the ~~strategy~~world ~~of,~~on ~~Holdings~~a ~~and~~real ~~its~~time ~~subsidiaries~~basis to provide proactive service. ~~Under~~Using ~~the~~advanced ~~Management~~data ~~Agreement~~algorithms, ~~Resolute~~the ~~Holdings~~company is ~~responsible~~able ~~for,~~to ~~among~~remotely ~~other~~predict ~~things~~performance deterioration and identify issues before they occur, ~~the~~avoiding ~~following~~unplanned ~~services~~downtime and ~~activities~~expanding toits ~~the~~customer ~~fullest~~share ~~extent~~of ~~permitted~~wallet. byDue ~~Delaware~~to ~~law,~~its ~~the~~market ~~Securities~~leading ~~Exchange~~installed ~~Act~~base of ~~1934~~equipment, ~~the~~Husky ~~Securities~~generates ~~Act~~approximately 65% of ~~1933,~~its ~~the~~revenue ~~Nasdaq~~from ~~listing~~highly ~~rules~~recurring aftermarket molds, hot runners and ~~any~~controllers, ~~other~~service ~~applicable~~contracts, ~~rule~~aftermarket orparts ~~regulation:~~and tooling, and technology upgrades.

~~•establishing~~Husky has a significant market position in PET beverage systems and ~~monitoring~~aftermarket ~~Holdings~~molds with a highly diversified customer base. The company’s ~~objectives~~well-established position is underpinned by its extensive intellectual property and trade secret knowledge base developed over decades of research and development investment and customer-centric innovation. Husky has approximately 1,350 ~~financing~~issued ~~activities~~and active patents and ~~operating~~has ~~performance;~~significant brand recognition amongst its customers who view it as the premier name in quality, service, and value.

~~•selecting~~Husky has a global operating footprint consisting of manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China, and ~~overseeing~~India. ~~Holdings’~~The ~~management~~company ~~team~~also has an extensive sales and ~~their~~service ~~operating~~network ~~performance;~~consisting of approximately 650 service representatives, with service technicians located in over 50 countries.

~~•reviewing~~The ~~and~~Husky ~~approving~~Transaction ~~Holdings’~~was ~~compensation~~completed ~~and~~on ~~benefit~~January ~~plans~~12, ~~programs~~2026, ~~policies~~and accordingly, the Company’s results of operations and ~~agreements~~financial statements for the fiscal year ended December 31, ~~including~~2025 ~~with~~do ~~respect~~not toreflect ~~any~~the ~~grants~~results of ~~equity~~Husky, ~~awards~~which towas ~~persons~~not ~~providing~~a ~~services~~part toof ~~CompoSecure~~the ~~Holdings;~~Company until after the completion of this fiscal period.

~~•devising~~Human ~~capital~~Capital/Employees ~~allocation strategies, plans and policies of Holdings;~~

~~•setting~~As ~~the~~of ~~budget~~February ~~parameters~~1, 2026, CompoSecure had approximately 971 full-time employees, and ~~expense~~6 ~~guidelines~~part-time ofemployees ~~CompoSecure~~and ~~Holdings~~Husky had approximately 4,556 full-time employees, and ~~monitoring~~80 ~~compliance~~part-time ~~therewith;~~employees.

~~•identifying,~~The ~~analyzing~~Company is committed to upholding and ~~overseeing~~promoting ~~the~~human ~~consummation~~rights in all aspects of ~~business~~its ~~opportunities~~operations. The Company believes in the inherent dignity and ~~potential~~equal ~~acquisitions~~rights of every individual, ~~dispositions~~and recognizes a responsibility to respect and ~~other~~protect ~~business~~these ~~combinations;~~rights. As an Equal Opportunity Employer, the Company does not discriminate against any employee or job applicant based on race, ethnicity, religion, national origin, sex, physical or mental disability, or age.

~~•originating~~The Company focuses human capital efforts on attracting and ~~recommending~~retaining ~~opportunities~~employees towith ~~form~~skills orand ~~acquire~~experience which benefit the business and support the Company's mission and values. Compensation programs are competitive, including base wage and ~~structuring~~salary rates, annual cash incentives, long-term equity incentives, medical, dental and ~~managing~~vision insurance, ~~any~~paid ~~joint~~time ~~ventures;~~off, and employee assistance program, and other benefits. The Company also fosters ongoing management development through training and promotions.

~~•overseeing~~The ~~negotiations~~Company ~~with~~promotes ~~potential~~honest, ~~participants~~ethical and respectful conduct. The Company's Code of Conduct sets the standards for appropriate behavior, and employees are required to follow these standards and participate in ~~any~~regular ~~business~~training ~~opportunity~~programs. ~~under~~The ~~Holdings’~~Company ~~consideration~~encourages employees to bring forward issues and ~~determining~~concerns, ~~(or~~and ~~delegating~~maintains a whistleblower hotline system. The Company conducts ongoing employee training programs for ethics, anti-harassment and other important programs and policies. The Company and its employees participate in community initiatives to ~~any~~enhance ~~officer~~the lives of ~~Holdings~~people in the ~~decision~~communities toin ~~determine)~~which ifthe Company and ~~when~~its toemployees ~~proceed;~~work and live through volunteerism, charitable giving and other support. The Company’s Code of Conduct is available at https://gpgi.com/corporate-governance/.

~~•engaging~~Additional ~~and supervising, on Holdings’ behalf, independent contractors and third-party service providers;~~Information

~~•reviewing~~Our ~~and~~website ~~approving~~is ~~Holdings’~~www.GPGI.com. ~~compensation~~We make available through the “Investors” section, free of charge, our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and ~~benefit~~Forms ~~plans~~3, ~~programs~~4 and 5, ~~policies~~and amendments to those reports, as soon as reasonably practicable after filing such materials with or furnishing such documents to the Securities and ~~agreements;~~Exchange Commission (the “SEC”). The information found on our website is not a part of this or any other report filed with or furnished to the SEC.

~~•setting~~The ~~the~~SEC ~~budget~~maintains ~~parameters~~a site that contains reports, proxy and ~~expense~~information ~~guidelines~~statements, ofand ~~Holdings;~~other information regarding issues, such as the Company, that file electronically with the SEC at www.sec.gov.

•communicating on behalf of Holdings with the holders of any securities of Holdings (i) as required to satisfy any reporting and other requirements of any governmental authority having jurisdiction over Holdings and (ii) to maintain effective relations with such holders;

•overseeing all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which CompoSecure Holdings may be involved or to which CompoSecure Holdings may be subject arising out of CompoSecure Holdings’ day-to-day activities (other than with us or our affiliates);

•counselling CompoSecure Holdings in connection with decisions required by Delaware law to be made by the CompoSecure Board; and

•performing such other services from time to time in connection with the management of the business and affairs of CompoSecure Holdings and its activities as the CompoSecure Board shall reasonably request and/or we shall deem appropriate under the particular circumstances.

Holdings is required to pay Resolute Holdings a quarterly management fee equal to 2.5% of Holdings' last 12 months' Adjusted EBITDA, as defined in the Management Agreement (the "Management Fee"). Holdings is also required to reimburse Resolute Holdings and its affiliates for their documented costs and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings' or their affiliates' personnel who provide services to Holdings under the Management Agreement. The Management Agreement has an initial term of 10 years and shall automatically renew for successive ten-year terms unless terminated in accordance with its terms. Each of Holdings and Resolute Holdings may terminate the Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require us to pay a Termination Fee (as defined below), which could be significant and may be paid in cash, shares of common stock or a combination of cash and stock.

Holdings is responsible for all of its costs and expenses and will reimburse Resolute Holdings or its affiliates for its or its affiliates' documented costs and expenses incurred on behalf of Holdings, other than expenses related to Resolute Holdings' or its affiliates' personnel who provide services to Holdings under the Management Agreement. Resolute Holdings will determine, in its sole and absolute discretion, whether a cost or expense will be borne by it or by Holdings. Resolute Holdings may elect not to seek reimbursement for certain expenses during a

~~given~~CAUTIONARY ~~quarterly~~NOTE ~~period,~~REGARDING ~~but~~FORWARD-LOOKING ~~any such determination will not constitute a waiver of reimbursement for such expenses, or similar expenses, in future periods.~~STATEMENTS

~~The~~This ~~Management~~report, ~~Agreement~~and ~~has~~the andocuments ~~initial~~incorporated ~~term~~by reference herein, may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of ~~ten~~1995. ~~years~~These statements are based on the beliefs and assumptions of management. Although GPGI, Inc. (the ~~term~~"Company," ~~will~~"we" ~~automatically~~or ~~renew~~"us") ~~for~~believes ~~successive~~that our plans, intentions, and ~~additional~~expectations ~~ten~~reflected in or suggested by these forward-~~year~~looking ~~terms~~statements are reasonable, ~~unless~~the Company cannot assure you that it iswill ~~terminated~~achieve inor ~~accordance~~realize ~~with~~these ~~its~~plans, ~~terms~~intentions, or expectations. ~~Resolute~~Forward-looking ~~Holdings~~statements ~~will~~are ~~have~~inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning the ~~right~~Company’s topossible ~~terminate~~or assumed future actions, business strategies, events, or results of operations, are forward- looking statements. In some instances, these statements may be preceded by, followed by or include the ~~Management~~words ~~Agreement:~~“believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology.

~~•for~~Forward-looking ~~any~~statements ~~reason~~are ~~upon~~not ~~180~~guarantees ~~days'~~of ~~written~~performance. ~~notice~~You toshould ~~Holdings~~not ~~before~~put ~~the~~undue ~~last~~reliance ~~day~~on these statements which speak only as of the ~~initial~~date ~~term~~hereof. You should understand that the following important factors, among others, could affect the Company’s future results and could cause those results or aother ~~renewal~~outcomes ~~term;~~to differ materially from those expressed or implied in the Company’s forward-looking statements:

•~~upon~~Risks ~~60 days' written notice to Holdings before the last day~~ of ~~the~~rapidly ~~initial~~evolving ~~term~~domestic orand aglobal ~~renewal~~economic ~~term~~conditions, inwhich ~~the~~are ~~event~~beyond ~~of:~~our control;

◦a•We ~~default~~may bynot ~~Holdings~~be inable the performance or observance of any material term, condition or covenant contained in the Management Agreement that continues for a period of 30 days after delivery by Resolute Holdings of a written notice to ~~Holdings~~sustain ~~specifying~~our ~~the~~revenue ~~default~~growth ~~and~~rate ~~requesting that it be remedied~~ in the ~~same 30-day period (and the Termination Fee will be payable in accordance with the terms of the Management Agreement)~~future; or

◦a•We ~~termination~~may offail ~~the~~to ~~Letter~~retain ~~Agreement~~existing ~~(and~~customers ~~the~~or ~~Termination~~identify ~~Fee~~and ~~will~~attract benew ~~payable in accordance with the terms of the Management Agreement)~~customers;

•atOur ~~any~~dependence ~~time~~on ~~upon~~certain ~~Holdings~~distribution ~~becoming~~partners ~~required~~and ~~to register as an investment company under~~ the ~~Investment~~risk ~~Company Act~~ of ~~1940.~~their loss;

~~Holdings~~•Risks ~~will~~to ~~have~~market ~~the~~share ~~right~~and toprofitability ~~terminate~~due ~~the~~to ~~Management Agreement:~~competition;

•~~upon~~As ~~180~~consumers ~~days' written notice before the last day of the initial term or a renewal term~~ and ~~payment~~businesses ofspend ~~the~~less, ~~Termination~~our ~~Fee~~businesses, ifoperation ~~two-thirds~~outcomes ~~of the independent directors of the Company (who have not recused themselves with respect to such vote) determine the Management Fee is not fair~~ and ~~the~~financial ~~parties~~state ~~fail~~may tobe ~~reach~~adversely ~~an understanding on the fee following consultation and mediation procedures set forth in the Management Agreement~~affected;

•~~upon~~Production 30quality ~~days'~~and ~~prior~~manufacturing ~~written~~process ~~notice~~disruptions atcould ~~any~~adversely ~~time~~affect ~~during~~our ~~the initial term or a renewal term, without payment of the Termination Fee, if any of the following events occur (each, a "Kick-Out Event"):~~businesses;

◦a•Disruptions ~~final~~in ~~judgment~~our ~~(which~~supply ischain ~~not stayed~~ or ~~vacated~~the ~~within~~performance ~~30 days) that Resolute Holdings has committed a felony or material violation~~ of ~~securities~~our ~~laws~~suppliers ~~that has a material adverse effect on Holdings' business~~ and/or ~~ability~~development ofpartners ~~Resolute~~could ~~Holdings to perform its duties under the Management Agreement~~occur;

◦a•Our ~~final~~future ~~judgment~~growth ~~(subject~~may todepend aupon ~~30-day~~our ~~cure~~ability ~~period)~~to ~~that~~develop ~~Resolute~~and ~~Holdings~~commercialize ~~has~~new ~~committed fraud against Holdings~~products, ~~misappropriated~~and orwe ~~embezzled~~may ~~funds~~be ofunable ~~Holdings,~~to ~~acted~~introduce ornew ~~failed~~products toand ~~act~~services in a ~~manner~~timely ~~constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties~~manner; or

◦•Our failure to operate our businesses in compliance with the ~~bankruptcy~~security standards of the payment card industry or ~~dissolution~~other ofindustry ~~Resolute~~standards ~~Holdings.~~applicable to our customers, such as payment networks certification standards, could adversely affect our businesses;

As•Data ~~used~~and insecurity ~~this~~breaches ~~summary,~~could ~~the~~compromise ~~term~~our ~~"Termination~~systems ~~Fee"~~and ~~means~~confidential aninformation, ~~amount~~cause ~~equal~~reputational toand ~~the~~financial ~~greatest~~damage and increase risks of: litigation;

•asSystem ofoutages, ~~the~~data ~~effective termination date~~loss, ~~the~~disruptions ~~fair~~at ~~market~~our ~~value~~primary ofproduction ~~the~~facility ~~aggregate Management Fee then payable~~ or ~~that~~other ~~would~~interruptions ~~become~~could ~~payable~~affect ifour ~~the Management Agreement were automatically renewed and remained in effect in perpetuity~~operations;

•Product liability and warranty claims and their associated costs may adversely affect our businesses;

•We rely on licensing arrangements in production and other fields, and actions taken by any of our licensing partners could have a material adverse effect on our businesses;

•The adoption of new tax legislation could affect our financial performance;

•asThe ofrisk ~~the~~that ~~effective termination date,~~ the ~~net~~anticipated ~~present~~benefits ~~value~~ of ~~the~~our ~~aggregate~~combination ~~Management~~with ~~Fee~~Husky ~~then~~Technologies ~~payable~~Limited or(“Husky,” ~~that~~and ~~would~~such ~~become~~combination, ~~payable if~~ the ~~Management~~“Husky ~~Agreement~~Transaction”) ~~were~~or ~~automatically~~any ~~renewed~~future ~~and~~acquisitions ~~remained~~may innot ~~effect~~be infully ~~perpetuity,~~realized ~~calculated~~or inmay ~~accordance~~take ~~with~~longer ~~the~~to ~~Management~~realize ~~Agreement~~than expected; ~~and~~

•~~four~~Risks ~~times~~related to the ~~aggregate~~significant ~~Management~~international ~~Fee~~operations ~~that~~of ~~became~~our ~~payable~~Husky ~~during~~business; ~~the 24-month period prior to termination.~~

~~The~~•Unexpected ~~Termination~~costs, ~~Fee~~charges ~~will be payable in cash~~ or, atexpenses ~~the~~resulting ~~option~~from ~~of Holdings, by action of a two-thirds vote of~~ the ~~independent~~Husky ~~directors~~Transaction ~~of our Board (who have not recused themselves with respect to such vote) and upon written notice thereof, shares of our Class A Common Stock~~ or ~~a combination of shares of Class A Common Stock and cash, provided that the issuance of~~ any ~~shares~~future ofacquisition ~~Class~~or Adifficulties ~~Common Stock~~ in ~~connection~~integrating ~~with the payment of the Termination Fee will be in accordance with applicable laws~~ and ~~stock~~operating ~~exchange~~acquired ~~regulations.~~ companies;

~~Holdings~~•Risks ~~will,~~relating to the ~~fullest~~management ~~extent~~of ~~permitted~~our businesses by ~~Delaware~~Resolute ~~law~~Holdings Management, ~~reimburse~~Inc., ~~indemnify~~including ~~and~~our ~~hold~~reliance ~~harmless~~on Resolute Holdings, ~~its~~for ~~affiliates~~management ~~and~~services under the ~~respective~~Management ~~directors,~~Agreements ~~officers,~~(as ~~employees~~defined ~~and stockholders~~below), ~~including~~each ~~the~~of ~~directors,~~which ~~officers,~~gives ~~employees,~~Resolute ~~managers,~~Holdings ~~trustees,~~substantial ~~control~~influence ~~persons~~over our businesses, ~~partners~~operations, ~~stockholders~~ and ~~equityholders ("Manager Indemnified Parties") of and from:~~strategy;

•~~any~~The ~~and~~outcome ~~all expenses, losses, damages, liabilities, demands, penalties, costs, charges and claims~~ of any ~~nature~~legal ~~whatsoever~~proceedings ~~(excluding~~that ~~the~~have ~~costs~~been ~~described in the below bullet) in respect of~~ or ~~arising~~may ~~from~~be ~~any acts or omissions of such Manager Indemnified Party performed~~ in ~~good faith in accordance with, pursuant to, or in furtherance of,~~ the ~~Management~~future ~~Agreement~~instituted ~~and~~against ~~not constituting bad faith~~us, ~~fraud,~~our ~~willful~~businesses ~~misconduct, gross negligence~~ or ~~reckless disregard of duties of such Manager Indemnified Party under the Management Agreement~~others; ~~and~~

•~~any~~Our ~~and~~inability all documented and reasonable out-of-pocket expenses (including fees and out-of-pocket disbursements of counsel) incurred in connection with investigating, preparing or defending any acts or omissions by us or our officers, employees or affiliates performed in accordance with, pursuant to orsafeguard inagainst ~~furtherance~~misappropriation ~~of, the Management Agreement, whether by~~ or ~~through~~infringement ~~attempted piercing~~ of ~~the~~our ~~corporate~~intellectual ~~veil,~~property bymay oradversely ~~through~~affect aour claim, by the enforcement of any judgment or assessment or by any legal or equitable proceeding (including any threatened or ongoing investigative, administrative, judicial or regulatory action or proceeding), or by virtue of any statute, regulation or other applicable law, or otherwise as such expenses are incurred or paid (provided that if it is ultimately finally judicially determined in a court of competent jurisdiction that the aforementioned Manager Indemnified Parties are not entitled to indemnification thereunder, such Manager Indemnified Parties shall reimburse Holdings for any and all documented and reasonable out-of-pocket expenses (including fees and out-of-pocket disbursements of counsel) already paid or reimbursed by Holdings in respect of which such final judicial determination was made).businesses;

~~The~~•We ~~Management~~may ~~Agreement~~incur ~~contains~~substantial ~~mutual~~costs ~~representations~~because ~~and warranties~~ of ~~Holdings~~litigation ~~and~~or ~~Resolute~~other ~~Holdings~~proceedings ~~with~~relating ~~respect~~ to: ~~due~~patents ~~organization~~ and ~~good~~other ~~standing;~~intellectual ~~corporate~~property ~~power and authority~~rights; ~~and non-contravention of laws, regulations and contracts by the execution, delivery and performance of the Management Agreement.~~

~~The~~•Escalating ~~Management~~U.S. ~~Agreement~~tariffs ~~does~~or ~~not~~other ~~create~~trade anrestrictions ~~exclusive relationship between Holdings and its controlled affiliates,~~ on ~~the~~imported ~~one~~raw ~~hand~~materials, and ~~Resolute~~any ~~Holdings,~~retaliatory onmeasures ~~the~~by other ~~hand. Under the Management Agreement~~countries, ~~Holdings~~could ~~and~~increase ~~Resolute~~our ~~Holdings~~costs ~~or its affiliates may, in their sole and absolute discretion, allocate opportunities among Holdings and any other person to~~ which ~~Resolute~~could ~~Holdings~~have ~~renders~~a ~~services~~material ofadverse ~~any~~impact kind, or for which Resolute Holdings otherwise acts as an external manager, in any manner that Resolute Holdings deems appropriate. The doctrine of corporate opportunity or any analogous doctrine will not apply to Resolute Holdings or its affiliates, and nothing in the Management Agreement will be construed to impose on ~~Resolute~~our ~~Holdings~~results ~~an express or implied fiduciary duty to Holdings, any~~ of its controlled affiliates or any holders of equity or voting interests in Holdings or such controlled affiliates. The foregoing summary of the material provisions of the Management Agreement is qualified in its entirety by the Management Agreement, the form of which is filed as an exhibit to this annual report.operations;

•Future exchange and interest rates;

•We have limited experience in the digital assets industry and may not succeed in fully commercializing the products and solutions derived from the technology of the Arculus Holdings, L.L.C. subsidiary (“Arculus”) of our CompoSecure business;

•Risks related to the rapid evolution of the security markets, including that our CompoSecure business’ Arculus Authenticate solutions may not achieve widespread market acceptance or may not provide sufficient protection;

•Digital asset storage systems, such as the Arculus Cold Storage Wallet, are subject to potential illegal misuse, risks related to a loss of funds due to theft of digital assets, security and cybersecurity risks, system failures and other operational issues, which could cause damage to the reputation and brand of our CompoSecure business and us;

•Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects our business, prospects or operations; and

•Other risks and uncertainties indicated in this report, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described in the “Risk Factors” section. The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations

~~Strategic~~to ~~Priorities~~update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

We are focused on the following strategic priorities in 2025, described in more detail below:

Accelerate Organic Growth

Our more than 20-year track record of providing new and innovative products to the market has given us a leading position in the premium payment card market. We enter 2025 with a strong pipeline for new product development and commercialization focused on providing compelling products to our customers so they can attract and retain consumer and business card accounts. In 2025, we expect to accelerate organic growth through winning new customers, expanding programs with existing customers, and offering new and innovative products and services to existing customers.

Improve Operational Efficiency

We are actively developing and implementing the CompoSecure Operating System, with guidance from David Cote's decades of operational experience. The goal is to deliver consistent excellence across the organization.

Continue Arculus Traction

We believe a payment card can do more — more than their current functionality. The Company's Arculus technology is designed to transform a payment card into a multifunctional device to support both traditional payments and to act as a ‘tap-to-authenticate’ hardware token allowing for passwordless and hardware-based multi-factor authentication. The Company believes its Arculus technology elevates the digital security experience for consumers by seamlessly integrating secure authentication and/or cold storage capabilities into their everyday wallets.

Expand and Diversify Through Acquisitions

Through our Management Agreement with Resolute Holdings, we expect to utilize our core business' ability to generate strong free cash flow to drive growth through accretive M&A transactions. The Resolute Holdings team has extensive, cross-functional expertise in identifying opportunities in attractive markets with robust growth drivers that can both add capabilities to the Company’s core business and further diversify our business mix.

Market Opportunity

Edgar, Dunn and Company, a global financial services and payments consulting firm (“Edgar Dunn”), estimated there would be 10.3 billion addressable payment cards in circulation (from total of over 17 billion) globally in 2024, with 5.2 billion addressable payment cards issued in 2024, and estimates total cards issued will grow to 6.1 billion by 2027. Similarly, McKinsey & Company, a leading management consulting firm, estimates that global payment card revenue is expected to grow 5 percent annually over the next five years, on pace to exceed $3.1 trillion by 2028. Ongoing payment card innovations, particularly dual-interface (“contactless” or “tap-to-pay”) functionality, are expected to support continued physical card use as compared with other payment approaches.

Payment cards are primarily offered by bank issuers through proprietary issuer brands or as co-branded cards that leverage the brand equity and customer base of co-brand partners. Issuers dedicate significant resources to acquire new customers, retain existing customers, and grow customer spend as intense competition drives the need to differentiate their payment card programs. Issuers use advertising and program benefits to attract cardholders and also use brand recognition that relies upon the physical attributes of the payment card itself, including the look, feel and composition of the physical cards.

The Company’s metal payment cards offer issuers the opportunity to provide a premium experience to their cardholders as part of a payment card program’s overall combination of benefits. Traditional plastic card programs are highly commoditized and have historically relied upon offering benefits such as introductory interest rates, discounts, and rewards to win customers. These benefit costs are variable and can be unpredictable. Use of metal payment cards has become an increasingly key differentiator among payment card programs. Relative to traditional program incentives, the cost of a metal payment card is relatively low and predictable, giving card issuers a strong return on investment for premium metal payment cards provided by the Company.

Metal payment cards were initially designed and marketed to payment card issuers targeting relatively small segments of high-net-worth cardholders. Market acceptance within the high-net-worth segment has led issuers to expand their metal payment card offerings to target mass affluent and other customer segments. Issuance of Metal payment cards has grown quickly but remains in early phases of adoption globally. With an estimated 2024 global addressable market of 5.2 billion payment cards issued, the Company’s total penetration is estimated to be less than 0.6%.

The Company believes the payment card market is undergoing a long-term transformation from plastic to metal card form factors. The following key market dynamics support issuer decisions to add metal payment cards to their programs:

•Based on a 2024 market survey conducted by Capuchin Behavioural Science, consumers globally strongly favor metal cards, with 68% of survey respondents stating that if all rewards/benefits were equal, they would prefer a metal card. Technological and manufacturing innovations enable the Company to offer issuers an array of different metal form factors, and added features, with a variety of price points to provide issuers competitive differentiation in their card programs. This range of card offerings is expected to continue to drive adoption of metal payment cards across segments in issuer card portfolios (consumer, small business, corporate, etc.) and card types (credit, debit, loyalty, etc.).

•The Company believes that dual-interface metal payment cards are easier to use than most mobile payment platforms, and that entrenched consumer preference for physical form factors are expected to maintain the role of payment cards in the marketplace notwithstanding the introduction of mobile payment platforms such as Apple Pay® and Google Pay®. It is expected that mobile payment platforms will continue to grow, but not replace physical cards as the dominant transaction model. For example, it has been reported that even ten years after its launch, ApplePay® accounts for only 5.6% of retail sales. Dual-interface cards are more popular among consumers for in-person transactions and online transactions, with one study recently reporting that 77% of consumers preferred using a debit or credit card when buying online.

•Card issuers are considering the adoption of new payment card features, including biometrics, dynamic card verification value (“CVV”), and LED display features, among others. The incremental costs of adding these technologies to payment cards favors the use of metal form factors instead of plastic cards. The Company believes metal cards provide a more durable physical housing versus plastic, thus better preserving the integrity and functionality of any added technologies, driving efficiency in issuer acquisition costs.

•Payment cards remain the primary payment instrument at the point of sale. The introduction of dual-interface cards is expected to continue to drive use of physical cards in stores. It has been reported that payment cards were used in 62% of in-store payments in 2023. Even with the ongoing global expansion of e-commerce, the need for physical card products is not expected to significantly diminish. After more than two decades of e-commerce activity, it is estimated that approximately 16% of total U.S. retail sales in 2024 were completed through e-commerce channels.

The Company’s products and services are designed to serve the convergence of large and growing addressable markets supported by increasing business and consumer demand for solutions supporting contactless payments, enhanced security and fraud protection. The Company believes there is a compelling market opportunity to provide payment card issuers, and other existing and prospective metal card clients, secure authentication solutions to meet the growing demand to enhance consumer security, through the use of a premium metal card as a hardware authentication token - Powered by Arculus. Today’s digital world leaves consumer assets exposed to fraud, hacking and other dangers. Financial institutions, credit card issuers and other businesses are trying to mitigate these dangers, but consumers are faced with antiquated and expensive security solutions that have complicated user experiences including usernames and passwords which remain at risk for being stolen or otherwise compromised. Based on industry reports:

•Identity fraud losses totaled $23 billion in 2023, which is a 13% increase in losses for U.S. adult victims of identity fraud over the prior year, as reported by Javelin Strategy & Research.

•According to the Identity Theft Resource Center's 2024 Annual Data Breach Report, in 2024, there were 3,158 publicly reported data compromises which resulted in 1.3 billion notices being sent out to individuals, representing a 211% increase over the prior year.

•Payment card fraud losses worldwide exceeded $34 billion in 2023, which is a 1% increase over the prior year, per Payments Dive's industry blog.

•Passwords are often identified as the weak link in cybersecurity, with password security issues accounting for 30% of data breaches experienced by users in 2024, according to an analysis by GoodFirms.co.

•PMNTS.com, an industry journal, has reported that 56% of U.S. consumers stated that total protection in mobile apps (i.e. protecting mobile data, accounts, login, purchases, and protection from malware and fraud) are critical in their decision to use or download an app.

•40% of all help desk calls are related to password expirations, changes, and resets, as estimated by Gartner.

•According to the National Consumer Law Center, the U.S. Federal Bureau of Investigation has reported that an estimated $50 million was stolen through SIM-swap attacks in 2023 from approximately 1,075 cases nationwide.

•Worldwide damages from SIM swapping attacks estimated to be $6.5 billion in 2023 (a type of identity theft in which an attacker gains control of a victim's mobile phone number by transferring it to a new SIM card), more than double the damages reported in 2021 and more than six times the damages reported in 2019, as estimated by an industry blog.

•Statista, a global data and business intelligence firm, has estimated the market for passwordless authentication products and services to be approximately $18.4 billion in 2024, and is estimated to grow to approximately $86.4 billion by 2033.

Security attacks are increasing and represent a growing concern to consumers and industry participants. Use of secure authentication through a hardware token provides a high level of security for passwordless authentication. The Company's Arculus secure authentication solutions are expected to address the growing need for more secure, but frictionless solutions - for payment card issuers, financial institutions and other businesses seeking to improve their consumer experience.

Growth Opportunities

The Company is a high-growth, profitable technology company, focused on innovative payments, security, and authentication solutions. The Company has a demonstrated track record of achieving growth in operational scale and financial performance, including:

•Card programs served grew from approximately 60 in 2018 to over 150 in 2024; and

•Metal payment card unit sales grew from 12.6 million in 2018 to about 30 million in 2024.

Even with its long-term track record of growth and leadership in metal payment card solutions, the Company’s sales volume of payment cards in 2024 represented less than 0.6% of estimated addressable market for payment cards, indicating substantial opportunity for further penetration of the global payment card market. Presently, the Company's metal payment card growth activities are targeted in these primary areas:

Domestic Expansion. In 2024, the Company produced metal payment cards for 8 of the top 10 U.S. card issuers. The Company believes there are substantial opportunities to expand adoption of metal form factors for existing client proprietary and co-branded mass affluent card programs in the U.S. which do not currently offer metal payment cards. The number of issuers adopting metal programs continues to increase, and there has been an increase in card issuers expanding their metal card programs to additional proprietary and co-branded portfolios. The Company’s marketing and sales activities target opportunities to expand metal card programs for existing customers in the U.S. and to introduce metal form factors to new card issuer clients in the U.S. The Company has expanded its team of direct sales representatives to target growth opportunities in the U.S.

International Expansion. The Company’s net sales from non-U.S. metal payment card programs in 2024 totaled $77 million, over four times its 2018 net sales of $19 million from non-U.S. programs. The Company believes that issuers in international markets are still in the early stages of adoption of metal form factors and largely untapped opportunities exist across major markets in Europe, Asia, India, the Middle East, and Latin America. In these regions, issuers are developing awareness of the relatively low cost and attractive economics of metal payment card programs. The Company has continued to grow its team of international direct sales representatives and third-party distribution partners to further support growth in markets outside of the U.S.

Fintech Issuers. Innovative new issuers, including digital challenger banks and other emerging fintechs, are increasingly seeking premium physical touch points to enhance their typically digital-only customer relationships. Fintech is a word formed from the combination of “financial” and “technology” and is used to describe new technologies to deliver financial services to help businesses and consumers manage their financial activities.

Technology and Innovation. Since its founding, the Company’s growth has been driven by the transformative security and payments technologies it has developed and commercialized for large, mainstream markets. The Company expects to maintain its technological advantages over competitors with consistent research and development activities to drive new and innovative metal form factors and card features, including the Arculus portfolio of secure authentication and digital asset storage solutions, which provide opportunities for expanded revenue and profitability. In addition to new products and revenue opportunities, the Company’s research and development team is continually focused on improvements in manufacturing processes to drive efficiency, increase capacity, improve sustainability, and reduce waste to support enhanced operating leverage and profitability. The Company's use of 65% post-consumer recycled stainless steel in its metal card products is a major sustainability advantage over plastic cards.

Key Products

The Company is a category leader in the design and manufacture of premium metal payment cards. Its metal payment cards are currently issued typically on the Visa®, Mastercard®, American Express®, and China Union Pay® payment networks.

The Company has a track record of more than two decades of pioneering continuous payment card innovation in metal form factors. In 2003, for the American Express® Centurion® program, the Company created the world’s first metal payment card and, in 2009, the Company developed the first commercialized metal payment cards with embedded EMV® chips (EMV is an acronym derived from the names Europay, Mastercard and Visa, and is a high-security payment protocol for payment cards which utilizes an embedded microprocessor that, when paired with an EMV® enabled payment terminal, authenticates cardholder transactions; EMV® cards are often called “chip cards). In 2010, for the JP Morgan Chase Sapphire Preferred® program, the Company created the first metal payment card targeting the mass affluent segment, significantly expanding the potential number of cardholders that issuers could address with metal payment cards. In 2017, the Company introduced the first large-scale NFC-integrated dual-interface metal payment cards for the American Express® Platinum® program. NFC refers to the near-field communications protocol which enables RFID (i.e., radio-frequency identification) communications between payment cards and payment terminals. Dual-interface payment cards today comprise the majority of the Company’s sales volume because of the speed and convenience they offer to cardholders. In 2022, the Company began offering payment cards with Arculus Authenticate and Arculus Cold Storage functionality. The Company has

key US and international patents and trade secrets in many facets of metal card form factors and manufacturing processes, including the integration of NFC technology into metal payment cards.

The Company provides its clients customized and highly differentiated financial payment products in order to support and grow the acquisition, retention, and spending of cardholders. The Company leverages the latest innovations in security and functionality to provide its clients with payment cards that deliver elevated, premium experiences to cardholders. The Company offers a variety of metal payment cards, at different price points and using an array of metal and metal-polymer hybrid constructions, that allow clients to customize their payment card programs to target specific cardholder segments. The Company's payment cards are tailored to specific client and payment card program requirements. The Company’s primary metal form factors include:

Embedded Metal	Metal Veneer Lite	Metal Veneer	Full Metal
Metal core with polymer front and back faces	Metal front with polymer back	Metal front with polymer back	Greatest metal density and weight
Features dual-interface technology	Features dual-interface technology	Features dual-interface technology	Features dual-interface technology
Flexible design options	Weighs approximately 13 grams	Can be engraved	Supports 2D/3D engraved graphics
Weighs approximately 12 grams		Weighs approximately 16 grams	Weighs approximately 21-28 grams

Lux GlassTM	Echo MirrorTM	Ceramic Metal Hybrid
Uses of Corning® Gorilla® Glass with metal bezel	Buffed stainless-steel	Metal front with polymer back
Durable for heavy use	Mirror-like finish and scratch-resistant coating	Black or white ceramic coating
Elegant look and feel with metal sound	Supports laser/mechanical engraving	Supports laser/mechanical engraving
Weighs approximately 8 grams	Weighs approximately 20 grams	Weighs approximately 20 grams

In addition, as payment card issuers face growing demand for enhanced security and other distinctive features for their card programs, the Company in 2022 began offering its customers the opportunity to include the following new and innovative features in their payment cards:

•Biometric cards - This feature adds on-card biometric sensors for added security. The Company offers a fingerprint sensor on the card body so that the card can only be used at point-of-sale by the cardholder who has enrolled their unique fingerprint to the card, which is stored in the chip module in the card.

•Dynamic CVV – Adding dynamic CVV technology to metal cards as an additional security feature converts the 3-digit CVV code from a static number printed on the back of the card to one on a tiny e-ink screen that refreshes periodically. As the cardholder must physically possess the card to have all the necessary information to make a purchase, this technology aims to fight the $34 billion payment card fraud crisis facing the credit card industry.

•LED – This feature can be added to the Company’s Metal Veneer cards, enabling the issuing bank logo (or other elements) on the face of the card to light up with LEDs when a contactless transaction is initiated at the point of sale.

Arculus Business Solutions: The Company's Arculus technology is designed to transform a metal payment card into a multifunctional device to support both traditional payments and to act as a ‘tap-to-authenticate’ hardware token allowing for passwordless and hardware-based multi-factor authentication. Leveraging a familiar form factor (payment card) as an authentication key allows for a frictionless user experience, delivers improved security, and continues to enhance the brand for card issuers and co-brand partners. The Arculus Business Solutions offer customizable security features that can be seamlessly integrated into the Company’s premium metal cards to drive consumer acquisition for the Company's clients and a high-quality experience for their consumers. The Company believes its Arculus technology elevates the digital security experience for consumers by seamlessly integrating secure authentication and/or cold storage capabilities into their everyday wallets.

The Company’s primary Arculus Business Solutions are:

•Payments + Arculus Authenticate – The Arculus Authenticate solutions can be seamlessly integrated and paired with the Company’s payment cards, allowing consumers to make secure transactions and gain secure access to personal accounts, all from the same metal card. This custom security solution enables card issuers and other businesses to build multi-factor authentication solutions for their customers, through the convenience of the Company’s premium metal cards — Powered by Arculus. Arculus Authenticate is a customizable feature designed to fit into each client’s information technology infrastructure with ease, enabling them to meet the specific needs of their customers. With over 26 billion passwords exposed by hackers in January 2024 alone, Arculus Authenticate provides a more secure option for businesses and their customers, offering a best-in-class, passwordless and hardware-based, secure authentication experience. The Arculus Authenticate solutions are FIDO2 certified, and the Company has obtained approval by Mastercard and Visa to produce metal payment cards with authentication capabilities. FIDO2 refers to Fast Identity Online, a technology which enables users to leverage common devices to easily authenticate to online services in both mobile and desktop environments. The Arculus Authenticate solutions allow clients to generate and store their FIDO2 security key on a custom branded metal card, rather than a clunky and generic USB dongle or other hardware token, resulting in a smooth customer experience and increased brand loyalty with each tap-to-authenticate interaction.

•White-Labeled Cold Storage – The Company provides white-labeled cold storage wallets in the form of a premium metal cards, to give consumers the ability to make transactions and store the private keys to their digital assets in the same metal cards. The Arculus Cold Storage solutions work across exchanges, marketplaces, and platforms to bring convenience into the world of self-custody — allowing consumers to simply and securely access their digital assets.

•Payments + Arculus Cold Storage – The Company provides the combination of Arculus Cold Storage combined in premium metal payment cards to give consumers the ability to make transactions and store the private keys to their digital assets in the same metal cards. The Arculus Cold Storage solutions work across exchanges, marketplaces, and platforms to bring convenience into the world of self-custody — allowing consumers to simply and securely access their digital assets. As digital assets try to establish their value in the world, card issuers offering metal payment cards featuring Arculus Cold Storage signal a future-forward mindset to their customers. The Arculus Cold Storage solutions can integrate directly into existing card issuer infrastructures. Arculus technology is built to fit with and promote client branding. From white-labeled mobile applications to custom metal cards, Arculus provides secure solutions that amplify client brands into their consumer's everyday wallets.

•Payments + Arculus Authenticate + Arculus Cold Storage – The Company also offers combined its Arculus Authenticate solutions and Arculus Cold Storage solutions to enable card issuers and other businesses to build multi-factor authentication solutions for their customers and offer consumers the ability to make transactions and store the private keys to their digital assets – all on the same metal cards.

Consumer Products: For consumers, the Company launched Arculus in October 2021 with the introduction of the Arculus Cold Storage Wallet for simple and secure storage of digital assets for consumers. The Arculus Cold

Storage Wallet is a revolutionary cold storage wallet for securing digital assets. The risk of loss of valuable assets by consumers and other industry participants is driving the need for more advanced security solutions to protect these digital assets against fraud and theft. It is estimated that about $2.2 billion of cryptocurrencies was stolen in 2024, a 21% increase from 2023, with the number of individual hacking incidents growing from 231 in 2023 to 303 in 2024. The Company believes the use of the Arculus Cold Storage Wallet could substantially reduce the risk of catastrophic loss of valuable assets. Wallets enable users to access and monitor their digital assets and initiate transactions. Hot storage wallets generate and store private and public keys and digitally sign transactions within Internet-connected devices where storage of the keys is hosted by a third-party custodian. For example, digital asset exchanges today typically provide their customers hot storage wallets with the exchange having custody of the user’s private keys (which refers to codes needed for a user to access their digital assets). By contrast, cold storage wallets store private keys in the custody of the user, eliminating custodial-based security vulnerabilities. Though typically more convenient for day-to-day transaction activity than cold storage, Hot storage wallets are more prone to risk of fraud and cyber-theft, as well as the risk of bankruptcy, withdrawal freezes and other liquidity risks of hot storage wallet operators. Even in light of the recent turmoil in the digital asset markets, the Company believes digital assets will continue to have a significant impact on new global financial and security frameworks and will present significant monetization opportunities. Crypto.com reported that global cryptocurrency users increased 6.4% in the first half of 2024, rising from 580 million in December 2023 to 617 million by June 2024. Statista reported 6 million cryptocurrency wallets (inclusive of hot and cold storage) at year end 2016. This figure grew to an estimated 400 million by year end 2024. The cold storage market is nascent but projected to grow rapidly, as consumers increasingly seek out enhanced security for storage of their digital assets and look to maintain custody of their private keys.

Arculus protects digital assets with a secure and convenient metal card and mobile application, giving the user control of their private keys. The Arculus Cold Storage Wallet utilizes a three-factor authentication solution, comprised of (i) a biometric feature found on the vast majority of mobile devices, requiring the physical presence of the registered user - something you are, (ii) a personal identification number, or PIN, which is stored in the secure element of the card - something you know, and (iii) possession of the metal card itself and presentation of that card to the mobile device using the Arculus mobile application - something you have. The card is a premium, metal card with a chip module and antenna used to enable the card to communicate with a smart phone or similar NFC-enabled device operating the Arculus mobile application for “tap-to-transact” functionality. By simply tapping the card to the back of the phone, the user can digitally sign transactions with their private keys, which are generated using advanced cryptography and stored on the card. The companion mobile application is available as a free download on the Apple Store® and Google Play® store. The Arculus metal card was designed, and is manufactured, by the Company at its existing manufacturing facilities.

The Arculus Cold Storage Wallet allows users to easily and securely buy and swap digital assets, providing the convenience of hot storage with the security of cold storage. Commercial sales of the Arculus Cold Storage wallet commenced in the fourth quarter of 2021. Compared with existing cold storage wallet products available in the market, the Arculus Cold Storage Wallet offers a secure, user-friendly, and feature-rich solution that utilizes the Company’s expertise in NFC-integrated metal card design and production. In 2022, the Arculus Cold Storage Wallet was recognized by ABI Research, an independent industry research firm, as the most innovative cold storage hardware wallet in the industry. The Arculus Cold Storage wallet supports specific digital assets, including Bitcoin, Ethereum, non-fungible tokens (NFTs) and others, and the Company plans to increase the number and type of digital assets supported, including that it may support purchase and swap transactions for digital assets it does not currently support. Updated support lists are maintained on the Company's Arculus consumer website at www.getarculus.com.

To the Company’s knowledge, the following features of the Arculus Cold Storage Wallet are unique in the industry as such features are not currently available in the wallet offerings of the Company’s primary competitors:

•Cold Storage: Private keys remain in an offline environment kept in a metal card using a CC EAL 6 secure element (which refers to Common Criteria Evaluation Assurance Level 6, an international standard established by www.commoncriteriaportal.org, which is used to evaluate the security implementation in information technology software and hardware).

•Three-Factor Authentication: Advanced security across: (1) biometric (i.e., fingerprint and/or facial recognition); (2) personal identification number (PIN); and (3) NFC connection with the Arculus card.

•Innovative Form Factor: Digital asset key storage solution contained in a slim, metal card form factor, which does not require a battery or charging, offering a premium user experience and heightened hardware protection through an easy-to-use, NFC connection (“tap-to-transact”).

•Fully Featured Mobile Application: Easily send, receive, purchase and swap digital assets.

The Company has arrangements in place with third party liquidity partners to provide Arculus customers with digital asset purchase and/or swap transactions. In addition, Arculus customers can effect peer-to-peer/send & receive transfers using the Arculus Cold Storage Wallet and three-factor authentication technology, providing the end user significantly more protection against theft, fraud and hacking as compared to the use of custodial hot storage. The Company provides a visual interface for Arculus users to access the blockchain to make peer-to-peer send & receive transfers; Arculus does not control the user’s assets during such transfers.

Competitive Strengths

As a pioneer in payments and security technology, the Company possesses key competitive differentiators it leverages to expand its leadership position in metal payment card solutions and in commercializing Arculus secure authentication and digital asset storage solutions. These differentiators include:

Innovation. The Company has been a leader and innovator for decades in the payment cards industry, including the first metal payment card (2003), the first mass affluent metal payment card (2010), the first metal “tap-to-pay” credit card (2016), the first metal NFC-enabled cold storage hardware device (2021), the first metal NFC-enabled hardware authentication token (2022), and a pipeline of new product features including LED display features, biometric security features, glass and mirror-finish payment card constructions, dynamic CVV, and product and solution expansion planned for the Arculus platform. In addition to new products and revenue opportunities, the Company’s research and development efforts are continually focused on improvements in manufacturing processes to improve efficiency, increase capacity, improve sustainability, and reduce waste to support enhanced operating leverage and profitability.

Embedded Client Relationships. The Company has been serving its two largest clients, American Express and JP Morgan Chase, for nearly seventeen years, building strong relationships with key personnel. For these major and numerous other clients, the Company has produced metal payment cards for over 150 card programs, including issuer proprietary and co-branded programs. The Company has also steadily grown the number of customers it serves, increasing from approximately 30 in 2016 to more than 125 in 2024.

Scale. In 2024, the Company produced approximately 30 million metal payment cards. Leveraging its manufacturing and support facilities in Somerset, New Jersey, the Company has developed the ability to provide volume and quality at a scale the Company believes is much larger than current metal payment card competitors’ existing metal card output. The Company believes that its ability to produce metal payment card volume and quality at scale is critical to the success of very large payment card programs, while also driving manufacturing efficiencies and related cost advantages. In addition, the Company has separate manufacturing operations designed to optimize smaller quantity production runs for pilot or specialized card programs.

Patents and Trade Secrets. Leveraging its decades of experience, the Company has developed extensive trade secrets in creating graphic effects on metal cards, heavily customized equipment and machinery and proprietary coatings, as well as the knowledge and ability to blend various metals and polymers to create unique composites. The Company has a strong focus on protecting its proprietary intellectual property. As of February 2025, the Company had more than 65 U.S. and foreign (utility and design) patents issued, more than 35 U.S. and foreign (utility and design) patent applications pending, and new technologies under development. The Company expects to continue to develop innovations for payment card form factor design, components and manufacturing methods, many of which are reflected in patent applications, which may also include further technological innovations for the Arculus platform.

Clients

The Company maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. The Company has developed long-term relationships with its largest customers, including nearly twenty-one years with American Express and nearly seventeen years with JP Morgan Chase, across multiple RFP cycles with both companies.

The proven value proposition of the Company’s premium metal payment cards supports card issuers’ acquisition and retention of consumer and business card customers. For each of its largest issuer relationships, the Company serves numerous distinct issuer-branded and co-branded card programs, diversifying the Company’s revenues even within individual clients.

For example, the Company supports the following proprietary and co-branded programs:

Issuer/Reseller JPMorgan Chase American Express Proprietary Programs Sapphire Preferred® Centurion® Sapphire Reserve® Platinum® JPM Reserve® Gold® Ink® Co-Branded Programs Amazon Prime® Amazon Prime Business® Whole Foods® Marriott® United® Delta® Marriott® Air Canada Hyatt Business® Disney®

These card portfolios create recurring revenue streams driven by issuer demand for the Company's metal payment cards to support new customer acquisition and replacement card activity for lost and stolen cards, account fraud, and natural card reissuance cycles that occur each year.

As payment card issuers seek ways to drive differentiation in their market, the Company’s premium metal payment cards have become a key component of its clients’ customer-facing marketing messages. Moreover, issuers who do not offer a premium card product are increasingly realizing that they risk losing market share.

The Company and its major clients have entered into multi-year master agreements which provide general terms and conditions. These clients then typically provide single-order, blanket-order and/or multi-year statements of work which set forth prices and quantities of payment cards. For most other clients, the relationship is governed by individual purchase orders instead of master agreements.

The Company’s largest clients are JP Morgan Chase and American Express. Together these clients represented 63.2% (or individually, approximately 37.0% and 26.2%, respectively) of our net sales for the year ended December 31, 2024, and 70.5% (or individually, approximately 41.7% and 28.8%, respectively) of our net sales for the year ended December 31, 2023.

The current statement of work issued pursuant to the Company's master services agreement with American Express (the “Amex Agreement”) was extended during 2023, and will be up for renewal on July 31, 2026. Typically, the Company renews such client agreements upon their expiration in the ordinary course of business. Under the Amex Agreement, American Express reserves annual capacity of products and is required to order a certain percentage of that capacity from the Company, and the Company may charge American Express for a portion of that capacity even if American Express orders below capacity for any given year. Subject to compliance by American Express with any existing purchase commitments and in line with industry common practice, American Express may terminate the Amex Agreement (i) for convenience pursuant to written notice, or (ii) for cause if the Company commits a material breach and does not remedy it within a prescribed time period. The Company may

terminate the Amex Agreement if American Express does not make required payments, and does not remedy the non-payment within a prescribed time period. In addition, subject to compliance by American Express with any existing purchase commitments, American Express may terminate individual orders entered into under the Amex Agreement with prior written notice.

The Company’s master service agreement and related statement of work with JP Morgan Chase (the “Chase Agreement”) was extended during 2023, and will be up for renewal on December 31, 2028. Typically, the Company renews such client agreements upon their expiration in the ordinary course of business. Under the Chase Agreement, JP Morgan Chase agreed to purchase its metal payment cards only from the Company during the term of the Chase Agreement. Under the Chase Agreement, JP Morgan Chase reserves annual capacity of products. Subject to compliance by JP Morgan Chase with any purchase commitments to the Company and in line with industry common practice, JP Morgan Chase may terminate the Chase Agreement (i) for convenience pursuant to written notice, or (ii) if the Company commits a material breach and does not remedy it within a prescribed time period. The Company may terminate the Chase Agreement if JP Morgan Chase does not make required payments, and does not remedy the non-payment within a prescribed time period.

Sales and Marketing

The Company markets and sells its metal payment card products to U.S. and international card issuers, as well as distributors and resellers, primarily for international card markets. Sales activities are designed to develop and foster deep relationships with key payment cards issuers throughout the world. Through these activities, the Company works to strengthen relationships and expand metal payment card programs with existing clients and to identify and complete sales to new clients. The Company has two primary sales channels, as follows:

Direct Sales. The Company has direct sales representatives in the U.S., Europe, Asia and South America, supported by client relationship managers and solutions architects. The Company establishes direct engagement between its sales team and issuers in various regions across the world, with success driven by an iterative and collaborative process. The Company’s sales team focuses on issuer portfolios on a program-by-program basis.

Indirect Sales. The Company has been expanding its relationships with a variety of card ecosystem partners, such as plastic card manufacturers and personalization partners throughout the world. Personalization is the process of encoding, programming and printing, embossing or laser engraving a payment card with the cardholder’s name, account number and other information. These relationships enable the Company to reach more card issuers, some of whom prefer to run all card purchasing through their existing relationships. Distribution partners are able to offer their customers a broader range of card form factors and special features, bringing the Company into a sales process as the metal payment card expert, as well as the secure authentication and digital asset storage solutions expert. The Company’s distribution partners operate global sales teams. In these relationships, the Company typically sells its metal payment cards to its distribution partners at a wholesale price and the distributor then resells the cards to its customers, typically on an integrated basis with the distributor’s personalization, fulfillment and other card-related services (with prices to their customers under the sole control of the distribution partner). The Company also uses a variety of marketing communications, including conferences and trade show attendance, print and digital advertisements and social media marketing, targeted at card issuers and consumers, and designed to demonstrate and expand the demand for metal payment cards.

Business-to-Business Sales. The Company targets marketing and sales of its Arculus Business Solutions to existing payment card issuer clients and their co-brand partners, as well as other traditional financial institutions, fintech companies, digital asset exchanges and other businesses. For example, the Company offers a partner-branded (or “white-labeled”) version of the Arculus Authenticate and the Arculus Cold Storage solutions, as well as other Arculus products and/or services. The Company believes this model solves the client’s need to provide their consumers enhanced security. The Company believes these targeted sales and marketing activities will drive the Arculus portfolio of solutions to consumers through a variety of channels, while also diversifying the Arculus revenue streams into a combination of hardware sales and recurring revenues from transaction processing fees, subscription fees and licensing fees.

Business-to-Consumer Sales. The Company’s direct-to-consumer strategy expects to generate sales via the Internet, physical retail and other channels. The Company’s online direct-to-consumer strategy includes selling

products through its own Arculus-branded e-commerce website, as well as other Internet distribution channels, including Amazon.com®, Walmart.com®, NewEgg.com®, TikTok® and other online distributors.

Competition

The market for payment cards is highly competitive. The Company competes with providers of other incentives and initiatives, including rewards programs and traditional plastic card manufacturers. The Company also competes with several other manufacturers of cards containing some metal. However, most of the Company’s competitors in card manufacturing are large, diversified businesses with areas of strategic focus outside of the payment cards market, and their card operations focus primarily on lower margin plastic card manufacturing. The Company believes that most competitive metal card manufacturers have substantially less production capacity, less technical expertise in the metal form factor, a limited selection of metal card designs and constructions, and less extensive supplier relationships for the raw materials needed for metal cards. The Company’s metal card products compete with other card manufacturers, including Idemia France S.A.S., Thales DIS France SA, CPI Card Group, Giesecke & Devrient GmbH, Federal Card Systems, Kona I, BioSmart Co., Ltd., and ICK International.

Competitive factors in selling metal payment cards include primarily product quality, the ability to manufacture high volumes of cards, the ability to deliver finished cards on fixed schedules enabling card issuers (and their personalization partners) to meet consumer demand for metal payment cards, the range of products offered, innovation in metal form factor design and construction and technological innovation to enhance the cardholder experience, product features and price. The Company competes favorably across all of these factors, in the following ways:

•The Company is the pioneer and market leader in production of metal payment cards, with over two decades of experience in designing and manufacturing metal payment cards to meet the needs of large card issuers and brands, and maintains its leadership of bringing innovation to the payment card marketplace.

•The Company has the facilities, personnel, manufacturing equipment, and processes to manufacture metal payment cards at scale while maintaining high quality standards.

•The Company has developed valuable relationships with clients, raw material suppliers, personalization partners, distributors, and equipment manufacturers.

•The Company maintains long-term contracts with its largest clients, which are also some of the largest card issuers in the world, across a diversified portfolio of proprietary and co-brand payment card programs.

The market for digital security, authentication and digital asset storage products and services is highly fragmented today. The Company's Arculus Business Solutions compete for business sales with other providers of security, authentication and digital asset storage products and services. The Company offerings of Arculus Authenticate and Arculus Cold Storage, and its ability to combine payment cards with secure authentication and digital asset storage solutions, positions the Company to address a specific, growing need of payment card issuers, fintechs, and other businesses seeking to enhance their customers’ security. The Company’s primary competitor in the secure authentication solutions market is Yubikey®, which is a stand-alone hardware device typically connected to a computer for authentication functionality, as well as Capital One's AirKeyTM technology.

The market for cold storage is highly competitive. Presently, most cold storage wallets are sold directly to consumers, and the Company faces competition from existing products and potential new product launches from existing storage businesses and new entrants. However, most of the Company’s competitors in the cold storage wallet market do not presently offer products and services with the range of security features and enhanced user interface/user experience of the Arculus Cold Storage Wallet. The Company’s primary competitors in the cold storage wallet market include Ledger SAS, Trezor®, CoolWallets®, KeepKey®, ColdcardTM, BitBox®, BalletTM, and Ellipal®, among others.

Cold storage wallets also compete as a category of products against hot storage wallets to serve digital asset holders. Hot storage wallets generate and store private keys and public keys and digitally sign transactions within Internet-connected devices where a digital asset holder’s private keys are under the custody of a third party, typically in a cloud-based, hosted environment that may be vulnerable to cyber-theft. Consumers are increasingly shifting to self-custody of their private keys via cold storage wallets for the enhanced security benefits. Further, the Company also believes that its Arculus Cold Storage Wallet delivers a cold storage solution that eliminates much of the user experience friction historically associated with competing legacy cold storage wallet products. The Company provides a physical, branded touchpoint through the sleek metal card that the Company believes will be preferred by financial institutions and other branded stakeholders in the market for digital assets over less tangible, digital-only hot storage Wallets. Hot storage wallets and related solutions include wallets typically provided by digital asset exchanges to their customers and the related backend software solutions enabling hot storage wallets.

Manufacturing

The Company designs and manufactures its metal payment cards using highly specialized equipment, significantly modified to meet the Company’s particular production methods and card constructions. The Company’s engineers have designed and implemented proprietary equipment modifications, process automation, and efficiency initiatives to drive significant improvements in manufacturing scale and productivity. The rollout of these initiatives is an ongoing process and continues with an increased focus on automation throughout the manufacturing process, which is expected to result in further improvements in manufacturing yields and labor efficiency, enabling the Company to meet client demand and withstand competitive pricing pressures. The Company’s research and development personnel bring substantial expertise in material science enabling the Company to design and produce difficult-to-replicate metal form factors, and to be a leader in technological innovations for payment cards.

Payment cards require high security throughout the manufacturing process, and the Company maintains extensive policies, procedures and staff to assure compliance with the payment card industry security standards, payment network and client requirements.

The Company’s manufacturing operations are designed to meet the needs of its diverse range of client payment card programs. The following diagram demonstrates the Company’s role in the payment card marketplace:

The Company leases an aggregate of approximately 241,000 square feet in five (5) facilities, all located in Somerset, New Jersey (U.S.A.), enabling the Company to manufacture its products on an integrated basis across its facilities. The Company uses high-security ground freight (such as armored vehicles) for delivery of finished payment cards to the Company’s clients or, more frequently, directly to personalization partners selected by the Company’s clients. Personalization partners provide cardholder personalization and fulfillment services.

Supply Chain

The Company has developed and maintains a valuable and extensive network of suppliers, which provide the Company with EMV chips, various types of metal, adhesives, signature panels, magnetic stripes, payment network logos (including holographic) and other materials for payment card production. The Company believes that the raw materials needed to produce its payment card products are available from multiple sources at reasonable prices In light of recent chip shortages, the Company has established a multi-year purchase commitment with one of its EMV chip suppliers. As a result, the Company presently does not anticipate any raw materials shortages. The Company obtains its raw materials from suppliers located in the U.S., Japan, China, Italy and France. Primary suppliers for EMV chips are leading semiconductor manufacturers. The Company maintains constant vigilance concerning supply chain risks and evaluates alternate suppliers to assure availability, quality, performance, service, price and other features.

Research and Development & Intellectual Property

The Company’s research and development team is comprised of material scientists, engineers and technicians devoted to the invention and development of new metal form factors, card features, secure authentication and digital asset storage technology and applications. The work of the research and development team is then made available by the Company’s sales team to its existing and new customers, and rapidly deployed into the Company’s manufacturing operations for production of customer orders.

The Company has extensive and global intellectual property rights, such as design and utility patents and patent applications, trade secrets, confidential information, trademarks, service marks, trade names, and copyrights. The Company also maintains licensed rights to certain manufacturing technology relating to dual-interface antennae,

and may, from time to time, enter into similar commercial agreements if needed or desirable for its manufacturing operations.

The Company relies on a combination of registered (such as patents, trademarks, service marks, etc.) and unregistered (such as trade secrets, confidential information, etc.) programs for its intellectual property protection throughout the world. As of February 2025, the Company had more than 65 U.S. and foreign patents issued, more than 35 pending U.S. and foreign patent applications, and 35 families of U.S. and foreign trademarks/service marks registered and/or applied for across 27 jurisdictions. The Company’s 42 distinct utility patent families have an average remaining lifetime of over 11 years (of their 20-year terms from filing date, assuming eventual grant and all annuities paid); its 8 design patent families have an average of 74% of their lifetime remaining (of 10 – 25-year terms, depending upon jurisdiction), and its registered trademarks/service marks have ten-year terms renewable indefinitely with ongoing use. The Company expects to continue to develop innovations for payment card form factor design, features, components and manufacturing methods, as well as secure authentication and digital asset storage solutions, many of which are reflected in patent applications.

Government Regulations

The payments industry is generally subject to extensive government regulation — both in the United States and internationally (where the Company's products are sold, including in the UK, the EU and Asia) — and any new laws and regulations, or industry standards or revisions made to existing laws, regulations or industry standards (or changes in interpretations or enforcement) affecting the payments industry may materially or adversely affect the Company’s business.

As a metal card supplier, the Company has obtained and maintains certifications from the payment networks enabling the Company to manufacture payment cards that operate on their networks. Payment network certification requires compliance with the payment card industry security standards for physical card characteristics and for card manufacturing operations and facilities. The payment networks and their member financial institutions routinely update, generally expand and modify applicable requirements. Any changes in payment network rules or standards that increase the cost of doing business or limit the Company’s ability to manufacture payment cards that operate on their networks may adversely affect the results of operations of the Company’s business. The Company is required to submit to periodic audits, self-assessments, or other assessments of its compliance with the payment card industry security standards. The Company has maintained payment network certifications for many years and believes that it can continue to renew such certifications. The Company also recognizes that the expensive and complex certification process, and the operational compliance required to obtain and maintain certification, acts as a significant barrier to new businesses seeking to enter the payment cards market.

The Company ships certain of its products to customers (or their personalization partners) located in the UK, the EU, India, Asia, the Middle East and Australia. In connection with such shipments, the Company is sometimes required to comply with import regulations and related procedures. In addition, the products which the Company ships to non-U.S. locations are designed and manufactured to comply with the requirements of the payment networks located in those locations, including American Express, Visa, MasterCard and JCB, among others

In addition, the Company is prohibited from doing business with individuals, entities, countries, and territories that are targets of economic or trade sanctions that the U.S. Department of the Treasury’s Office of Foreign Assets Controls (“OFAC”), the U.S. Department of Commerce’s Bureau of Industry and Security, and various foreign authorities administer or enforce. If the Company’s compliance programs are found to be deficient, it could lose key relationships with clients or their personalization partners. Fines or penalties for violations of these rules may be severe and efforts to remediate any violations issues may be costly, may result in diversion of management and staff time and effort, and may still not guarantee compliance.

The Company’s metal payment card fabrication business does not receive any cardholder personally identifiable information, as that information is handled directly by the Company’s clients or their personalization partners. As a result, the Company’s payment card operations are not directly subject to compliance with federal, state and foreign privacy statutes and regulations relating to protection of such information.

Digital assets are recent technological innovations subject to evolving regulatory schemes. Approaches to digital asset regulation vary globally, with some jurisdictions actively legislating, others interpreting existing laws to apply, and others not taking any stance or expressly declining to regulate. Accordingly, there is no single uniform

regulatory framework applicable to our Arculus Cold Storage Wallet, or to digital assets, and laws that do apply at times may overlap.

In recent years, adverse market events in the digital asset space led to increased attention and scrutiny by regulators, legislators and market participants alike. These market events include, among other things, the high-profile bankruptcies and insolvencies of several well-known digital asset-focused entities, most notably FTX and its affiliates, as well as litigation and regulatory enforcement actions. In addition, bankruptcy and other courts have faced novel questions, including concerning the ownership of digital assets held by custodians, the enforceability of customer terms and conditions and the priority of creditors. Such market events led to a legislative and regulatory push in the U.S. to require greater transparency and disclosure concerning digital asset market activities and led to more restrictive, rather than more liberal or flexible, U. S. federal government approach to digital assets and a slew of new civil and criminal enforcement actions by U.S. regulators.

Following the January 20, 2025 inauguration of Donald Trump as the President, however, the United States has seen material changes in the U.S. federal government’s approach to digital assets that indicate a more crypto-friendly stance. Among other things, President Trump’s public statements and executive orders, his appointment of the first-ever White House Special Advisor for AI and crypto, his creation of a national Working Group on Digital Assets Markets and his appointment of pro-crypto leadership to U.S. federal agencies, including the U.S. Securities and Exchange Commission (SEC), U.S. Commodity Futures Trading Commission (CFTC) and the U.S. Treasury appear to signal more digital asset-friendly regulatory environment.

It is possible that a shift in U.S. government approach to digital assets could influence regulatory decisions affecting cold storage wallets which facilitate transactions in digital assets, such as the Arculus Cold Storage Wallet. The Company expects that, partly as a result of the regulatory changes it expects, the Company will effect changes in its support for storage and peer-to-peer transfers, and that it may support purchase and swap transactions for digital assets it does not currently support. The Company’s decisions on whether to support purchase and swap transactions in particular digital assets will be based on a combination of consumer demand, technical integration capabilities, regulatory compliance, third-party partner capabilities, market conditions, competitive intelligence concerning peer activities and management discretion. In the U.S, uncertainty exists concerning the proper application of the securities laws and related guidance to digital asset transactions and market participants, including questions whether and when certain digital assets may be deemed “securities.” and, thus, subject to U.S. federal and state securities law requirements, and such questions currently are being litigated in U.S. courts. The Company relies upon legal and regulatory analysis of legal counsel with expertise in the digital asset industry including to determine whether a digital asset transaction constitutes a transaction in a security. The Company does not believe the storage and peer-to-peer/send & receive functionality provided by the Arculus Cold Storage Wallet involves purchases, sales or other transactions effected by the Company (or any party other than the sender and the recipient). Further, the Company is not compensated for such user-directed activities. However, it is possible that regulators may determine that user-directed peer-to-peer transfers using the Arculus Cold Storage Wallet involve transactions in securities, and that such transactions are effected by the Company. Such a determination could impose on the Company certain registration and compliance requirements, including with respect to broker-dealer and/or securities exchange regulations. If the Company is found to be in violation of U.S. federal securities laws, the Company could be subject to significant monetary penalties, censure or other actions that may have a material and adverse effect on the Company. The Company believes that the likelihood of such eventualities has diminished, but has not disappeared, in light of the U.S. political developments described above.

The Company does not currently buy, swap or exchange digital assets for its Arculus Cold Storage Wallet customers. Instead, all purchase and swap transactions by consumers using the Arculus Cold Storage Wallet are currently executed between the consumer and one or more third-party partners. To the extent that digital assets are designated by regulators as securities or commodities, the Company may need to partner with third-party registered securities or commodities brokers or dealers, or exchanges, to facilitate purchase and swap transactions by Arculus Cold Storage Wallet customers. If the Company is not able to obtain such partnering arrangements or if a regulator determines that such partnering arrangements, standing alone, do not relieve the Company of an independent licensing obligation, and if the Company does not itself register as a broker, dealer or exchange, the inability to support purchase and swap transactions in such digital assets could have a material adverse effect on the Company’s business, financial condition and results of operations.

It is possible that any jurisdiction may, in the near or distant future, adopt laws, regulations, interpretations, policies, rules or guidance directly or indirectly affecting a digital asset network, generally, or restricting the right to acquire, own, hold, sell, convert, trade, or use digital assets, or to exchange digital assets for either fiat currency or other virtual currency.

As digital assets have grown in both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies, including FinCEN, have been examining the operations of digital asset networks, with particular focus on the extent to which digital assets can facilitate money laundering or fund criminal or terrorist enterprises and ensure the safety and soundness of exchanges or other service providers that take custody of digital assets for users. Many of these state and federal agencies have established consumer advisories regarding the risks posed to investors in digital assets. In addition, federal and state agencies, and other regulatory bodies in other countries have issued rules or guidance about the treatment of digital asset transactions or requirements for businesses engaged in digital asset activity. Additionally, U.S. state and federal, and foreign regulators and legislatures have taken action against digital asset businesses or enacted restrictive regimes following adverse publicity arising from hacks, consumer harm, or criminal activity involving digital assets. Accordingly, government authorities may continue to interpret existing laws and regulations, or propose new ones, to regulate certain wallet providers as intermediaries in digital asset transactions. In addition, governments or regulatory authorities may impose new or additional licensing, registration or other compliance requirements on participants in the digital asset industry, which may include the Company’s present or future Arculus Cold Storage Wallet activities. For an additional discussion of regulatory risks related to future government actions, please see “Risk Factors — Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects the Company’s business, prospects or operations”. These ongoing and future regulatory actions may alter, perhaps to a materially adverse extent, the nature of an investment in digital asset derivatives and/or the ability of the Arculus Cold Storage Wallet to continue to operate.

Various foreign jurisdictions may adopt policies, laws, regulations or directives that affect digital assets or a digital asset network, generally. The effect of any existing regulation or future regulatory change on the Arculus Cold Storage Wallet or digital assets is challenging to predict, but such changes could be substantial and adverse to the Arculus Cold Storage Wallet. Various foreign jurisdictions have adopted, and may continue to adopt in the near future, laws, regulations or directives that may impact digital assets, particularly with respect to digital asset exchanges and service providers that fall within such jurisdictions’ regulatory scope. Such laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of digital assets by users, merchants and service providers outside the United States. In addition, despite what appears to be a more favorable U.S. governmental approach, under the Trump Administration, to digital assets, the occurrence of adverse digital asset market events could materially and negatively affect the U.S. regulatory and legislative outlook for digital assets, and could result in greater restrictions being placed on digital assets market participants or increased regulatory enforcement and other litigation. This could impede the growth or sustainability of the digital asset economy in these jurisdictions as well as in the United States and elsewhere, or otherwise negatively affect the value of digital assets.

Positively Impacting our Environment and Community

To solidify the Company's long-standing commitment to making sustainable choices, in 2022 and 2023, the Company began a strategic project to formalize its approach to environment, social and governance matters ("ESG"). The Company's ESG efforts are driven by a management ESG Committee, led by the Chief Operations Officer, joined by the Chief Transformation Officer, General Counsel and Head of Corporate Communications. The ESG Committee, working across all key business functions, is responsible for the development and implementation of the Company's ESG program, which includes assessing our existing ESG efforts, understanding stakeholder perspectives, identifying areas for improvement that align with our business, and working collaboratively to support programs designed to implement and assess our ESG initiatives. The Company's Board of Directors provides support for and oversight of our ESG program.

The pillars of the Company's ESG program are:

• Positively impacting our environment and community; and

• Doing business in a responsible way.

The Company's approach to ESG has included identifying programs and activities already in place, as well as initiating new programs and practices, and developing qualitative and quantitative ways to measure the Company's achievements and impact across various aspects of ESG. In the following sections, the Company has included a summary of its initiatives and activities in this report and expects to issue a standalone ESG report within the next several months.

Sustainability & Environmental Protection

The Company has been proactively pursuing environmentally friendly products for over 20 years and achieved carbon neutral operations in 2023 and 2024 through a combination of production efficiencies and purchasing carbon offsets. The use of recycled stainless steel plays an important role in the Company’s sustainable design as most of the Company’s metal card products contain 65% post-consumer recycled stainless steel.

In 2023, the Company:

•was awarded the EcoVadis Silver Medal. EcoVadis is an independent provider of business sustainability ratings, and the EcoVadis Medals recognize eligible companies that have completed the EcoVadis assessment process and demonstrated a relatively strong management system that addresses sustainability criteria. The Silver Medal is awarded to companies in the top 15% (85+ percentile) compared to all 150,000+ EcoVadis-rated companies over the previous 12 months.

•renewed its ISO 14001 certification continuing to improve its sustainability operations by reducing waste, improving efficiency and enhancing operations using a systematic approach;

•reduced water usage by approximately 31.5% compared to 2022, resulting in water savings of about 1.5 million gallons through the introduction of new production processes;

•improved its energy efficiency by converting approximately 70% of lighting fixtures in our facilities to LED;

•implemented a card return/recycling program to support closed-loop material use;

•developed new shipment packaging designs utilizing 100% recycled cardboard components; and

•initiated an enhanced supplier engagement program to align the Company's ESG initiatives to customer and supplier activities.

In 2024, the Company:

•was awarded the EcoVadis Silver Medal for the second consecutive year, and improved its EcoVadis score by seven points (from 60 in 2023 to 67 in 2024), demonstrating significant progress in integrating ESG principles into its operations;

•renewed its ISO 14001 certification;

•achieved ISO/IEC 27001 certification, a globally recognized information security management system standard, for its premium card manufacturing operations; and

•further improved its energy efficiency by converting approximately 100% of lighting fixtures in our facilities to LED.

The Company’s manufacturing operations are subject to compliance with Federal, state and local environmental protection regulations, including those governing the emissions of pollutants into the air, wastewater discharges, the use and handling of hazardous substances, waste disposal, the investigation and remediation of soil and groundwater contamination. The Company believes that its operations are in material compliance with environmental requirements and that environmental matters will not have a material adverse effect on its business, operations, financial condition or results of operations.

The metal raw material used in the manufacture of the Company’s metal payment cards is typically comprised of mostly post-consumer recycled materials. In addition, the Company believes that its metal form factors permit a greater opportunity for recycling and/or repurposing expired payment cards as compared to plastic cards. Some card issuers provide postage paid return shipping materials to their cardholders so that the expired cards are

returned for destruction/recycling (as metal payment cards cannot typically be shredded with consumer shredding machines).

Human Capital/Employees

As of March 1, 2025, the Company had approximately 1,000 full-time employees, and 7 part-time employees, including approximately 46% female and 54% male employees, and representing over 85% racial/ethnic minorities.

The Company is committed to upholding and promoting human rights in all aspects of its operations. The Company believes in the inherent dignity and equal rights of every individual, and recognizes a responsibility to respect and protect these rights. As an Equal Opportunity Employer, the Company does not discriminate against any employee or job applicant based on race, ethnicity, religion, national origin, sex, physical or mental disability, or age.

The Company focuses human capital efforts on attracting and retaining employees with skills and experience which benefit the business and support the Company's mission and values. Compensation programs are competitive, including base wage and salary rates, annual cash incentives, long-term equity incentives, medical, dental and vision insurance an employee stock purchase plan, paid time off, and employee assistance program, and other benefits. The Company also fosters ongoing management development through training and promotions, and conducts annual employee surveys to measure employee engagement and satisfaction.

The Company promotes honest, ethical and respectful conduct. The Company's Code of Conduct, which we updated in 2024, sets the standards for appropriate behavior, and employees are required to follow these standards and participate in regular training programs. The Company encourages employees to bring forward issues and concern, and maintain a whistleblower hotline system. The Company conducts ongoing employee training programs for ethics, anti-harassment and other important programs and policies. The Company and its employees participate in community initiatives to enhance the lives of people in the communities in which the Company and its employees work and live through volunteerism, charitable giving and other support.

The Company considers relations with its employees to be good and has never experienced any work stoppages or strikes as a result of labor disputes.

Additional Information

Our website is www.composecure.com. We make available through the “Investors” section at www.ir.composecure.com, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and Forms 3, 4 and 5, and amendments to those reports, as soon as reasonably practicable after filing such materials with or furnishing such documents to the Securities and Exchange Commission (the “SEC”). The information found on our website is not a part of this or any other report filed with or furnished to the SEC. The SEC maintains a site that contains reports, proxy and information statements, and other information regarding issues, such as the Company, that file electronically with the SEC at www.sec.gov.

Item 1A. Risk Factors

Summary of Risk Factors

An investment in our securities involves substantial risk. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following:

•Risks Related to ~~our~~Our ~~Business~~Businesses

◦Rapidly evolving domestic and global economic conditions are beyond our control and could materially adversely affect our business, operations, and results of operations.

◦Failure to retain existing customers or identify and attract new customers could adversely affect our business, financial condition and results of operations.

◦Any failure by us to identify, manage, integrate and complete acquisitions and other significant transactions successfully could harm our financial results, business and prospects.

◦Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations.

◦System outages, data loss or other interruptions affecting our operations could adversely affect our business and reputation.

~~◦We~~•Risks ~~may~~Related ~~not be able~~ to ~~recruit,~~the ~~retain~~Management ~~and develop qualified personnel, including for areas of newer specialized technology which could adversely affect our ability to grow our business.~~Agreements

◦~~Our~~Risks ~~future~~associated ~~growth~~with ~~may~~the ~~depend~~management ~~upon~~of our ~~ability~~businesses tofor ~~develop~~a ~~and~~fee ~~commercialize~~by ~~new~~Resolute ~~products~~Holdings, ~~and~~which wehas ~~may~~substantial beinfluence ~~unable~~over toour ~~introduce~~businesses, ~~new~~operations ~~products~~and strategy and ~~services~~upon inwhich aour ~~timely~~businesses ~~manner~~are heavily reliant.

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◦~~Production~~Security ~~quality~~markets, including the market for authentication solutions, are rapidly evolving to address increasing and ~~manufacturing~~challenging ~~process~~cyber ~~disruptions~~threats, ~~could~~including ~~adversely~~identity ~~affect~~theft, and our CompoSecure business’ Arculus Authenticate solutions may not achieve widespread market acceptance.

~~•Risks~~◦Regulatory ~~Related~~changes toor actions may restrict the ~~Resolute~~use ~~Transaction~~of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects the business, prospects or operations of our CompoSecure business.

◦WeProduction ~~are~~quality ~~a controlled company following the completion of the Resolute Transaction,~~ and ~~are~~manufacturing ~~subject~~process todisruptions ~~the~~could ~~significant~~adversely ~~influence~~affect ofour ~~Resolute,~~CompoSecure ~~which may result in conflicts of interest and limit the governance protections available to other shareholders~~business.

•Risks Related to ~~Management~~the ~~Agreement~~Business of Husky

◦~~Our~~The ~~reliance~~results onof ~~Resolute~~operations ~~Holdings~~of ~~for management services under~~ the ~~Management~~Husky ~~Agreement~~business ~~exposes~~are usreliant toon ~~risks~~unpredictable ~~including~~customer ~~those~~purchasing ~~related to Resolute Holdings' substantial influence over our business, operations, and strategy~~trends.

~~•Risks~~◦Growth ~~Related~~in toemerging ~~our~~markets ~~Indebtedness~~may impact the sales of the Husky business.

◦~~Our~~There ~~indebtedness~~is ~~may~~no ~~limit~~certainty ~~our~~that ~~operating~~the ~~flexibility~~Husky business will be able to manage fluctuations in raw materials.

◦~~Upon~~Failure ~~the occurrence~~ of ansuppliers ~~event~~to ofdeliver ~~default~~ in ~~our~~a ~~credit~~timely ~~facility, the lenders could elect to accelerate payments due~~ and ~~terminate~~cost-effective ~~all~~manner ~~commitments~~would toadversely ~~extend~~impact ~~further~~our ~~credit~~operations.

◦The ~~debt~~significant ~~outstanding~~international ~~under~~operations ~~the Company's existing credit facility has a variable rate~~ of ~~interest that is currently based on~~ the ~~Secured~~Husky ~~Overnight~~business ~~Financing~~subject ~~Rate~~us ~~(“SOFR”).~~to ~~These~~risks ~~rates~~inherent ~~may~~in ~~have~~doing ~~consequences~~business ~~that cannot be reasonably predicted and may increase the Company's cost of borrowing~~ in ~~the~~foreign ~~future~~jurisdictions.

~~•Risks~~◦New ~~Related~~or increased taxes or other governmental regulations targeted to decrease the ~~ownership~~consumption of certain type of beverages may adversely affect our ~~Securities~~Husky business.

◦Our only significant asset is our ownership of Holdings. If the business of Holdings is not profitably operated, Holdings may be unable to make distributions to enable us to satisfy our financial obligations.11

~~◦Provisions~~•Risks inRelated ~~our charter (the "Charter") and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing~~ to ~~pay~~Our ~~in the future for our common stock and could entrench management.~~Indebtedness

◦AsOur ansubstantial ~~“emerging~~indebtedness ~~growth~~could ~~company,”~~adversely weaffect ~~cannot~~our befinancial ~~certain~~condition, iflimit ~~the~~our ~~reduced~~ability ~~disclosure~~to ~~requirements~~raise ~~applicable~~additional capital to ~~“emerging~~fund ~~growth~~our ~~companies”~~operations ~~will~~and ~~make~~prevent ~~our~~us ~~common~~from ~~stock~~fulfilling ~~less~~our ~~attractive~~obligations tounder ~~investors~~our indebtedness.

◦We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

◦Despite our high level of indebtedness, we and our subsidiaries are able to incur significant additional amounts of debt or we may pay dividends or make other payments in the future, which could further exacerbate the risks associated with our substantial financial leverage.

◦Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

•General Risks Related to the Ownership of Our Securities

◦Our only significant asset is our ownership of our subsidiaries’ businesses. If the businesses of our subsidiaries are not profitably operated, they may be unable to make distributions to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

◦Provisions in our certificate of incorporation (the "Charter") and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

◦We may be unable to satisfy the NYSE listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

◦If our performance does not meet market expectations, the price of our securities may decline.

29◦Because certain significant stockholders control a significant percentage of our Class A Common Stock, such stockholders may influence major corporate decisions of the Company and our interests may conflict with the interests of other holders of our Class A Common Stock.

~~◦The~~Investing ~~warrants~~in our securities involves risks. Before you make a decision to buy our securities, ~~each~~in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of ~~which~~these ~~entitles~~risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the ~~registered~~market ~~holder~~price toof ~~purchase~~our ~~one~~securities ~~share~~could decline, and you could lose all or part of your investment. These disclosures reflect the Company’s ~~Class~~beliefs Aand ~~Common~~opinions ~~Stock~~as atto afactors ~~price~~that ofcould $7materially and adversely affect the Company and its securities in the future.97 ~~per~~References ~~share~~to (past events are provided by way of example only and are not intended to be a complete listing or a representation as ~~adjusted~~to ~~effective~~whether ~~February~~or ~~28,~~not ~~2025)~~such (factors have occurred in the ~~"Warrants")~~past ~~may~~or ~~not~~their ~~remain~~likelihood of occurring in the ~~money~~future. Additionally, the risks and ~~they~~uncertainties ~~may~~described ~~expire~~in ~~worthless~~this report, or in any document incorporated by reference herein, are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

~~Investing~~Risks inRelated ~~our securities involves risks. Before you make a decision~~ to ~~buy~~Our our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this report, or in any document incorporated by reference herein, are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.Businesses

Risks Related to Our Business

Rapidly evolving domestic and global economic conditions are beyond our control and could materially adversely affect our business, operations, and results of operations.

U.S. and international markets ~~and,~~may inexperience ~~particular, the rapidly evolving digital assets industry, are experiencing~~ uncertain and volatile economic conditions, including from the after-effects of the COVID-19 pandemic, the war in Ukraine, the conflict in Israel, Gaza and the surrounding areas, inflation, threats or concerns of recession, and supply chain disruptions. These conditions make it extremely difficult for us and our suppliers to accurately forecast and plan future business activities. Additionally, a significant downturn in the domestic or global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. ~~Together, these circumstances create an environment in which it is challenging for us to predict future operating results, particularly for our Arculus products and services.~~ If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.

We may not be able to sustain our revenue growth rate in the future.

We may not continue to achieve sales growth in the future and you should not consider our sales growth in fiscal 2024 as indicative of future performance. It is also possible that our growth rate may slow in future periods due to a number of factors, which may include slowing demand for our products, increased competition, decreasing growth of the overall market, or inability to engage and retain customers. If we are unable to maintain consistent sales or continue our sales growth, it may be difficult for us to maintain profitability.12

~~Failure~~We may not continue to ~~retain~~achieve ~~existing~~sales ~~customers~~growth orin ~~identify~~the future and ~~attract~~you ~~new~~should ~~customers~~not ~~could~~consider ~~adversely~~our ~~affect~~sales growth in fiscal 2025 as indicative of future performance. It is also possible that our ~~business~~growth rate may slow in future periods due to a number of factors, ~~financial~~which ~~condition~~may ~~and~~include ~~results~~slowing demand for our products, increased competition, decreasing growth of ~~operations~~the overall market, or inability to engage and retain customers. If we are unable to maintain consistent sales or continue our sales growth, it may be difficult for us to maintain profitability.

Our two largest customers are JPMorgan Chase and American Express. Together, these customers represented approximately 63% and 71% of our net sales for the years ended December 31, 2024 and 2023, respectively. Our ability to meet our customers’ high-quality standards in a timely manner is critical to our business success. If we are unable to provide our products and services at high quality and in a timely manner, our customer relationships may be adversely affected, which could result in the loss of customers.

Our ability to maintain relationships with our customers or attract new customers may be affected by several factors beyond our control, including more attractive product offerings from our competitors, widespread industry disruptions (such as adverse crypto market disruptions, adoption or enactment of new legislation or agency rules and the outcomes of regulatory enforcement actions and other major litigation), pricing pressures or the financial health of these customers, many of whom operate in competitive businesses and depend on favorable macroeconomic conditions. In addition, we may also be limited in the products we can offer and the pricing we can receive for such products due to restrictions present in certain of our customer contracts, which may negatively impact our ability to retain existing customers or attract new customers. If we experience difficulty retaining

customers and attracting new customers, our business, financial condition and results of operations may be materially and adversely affected.

Any failure by us to identify, manage, integrate and complete acquisitions and other significant transactions successfully could harm our financial results, business and prospects.

As part of our business strategy, we ~~may~~intend to, from time to time, seek to acquire businesses or interests in businesses, including non-controlling interests, or form joint ventures or create strategic alliances. The due diligence we undertake with respect to potential targets may not reveal or highlight all relevant facts that are necessary or helpful in evaluating the potential target, and we will incur expenses in connection with performing such due diligence whether or not an acquisition is ultimately completed. Whether we realize the anticipated benefits from such activities may depend, in part, upon the successful integration between the businesses involved, the performance and development of the underlying products, capabilities or technologies, our correct assessment of assumed liabilities and the management of the operations. Accordingly, our financial results could be adversely affected by unanticipated performance and liability issues, our failure to achieve ~~synergies and other~~ benefits we expected to obtain, transaction-related charges, amortization related to intangibles, and charges for impairment of long-term assets.

Our ability to realize the expected ~~synergies and~~ benefits of an acquisition may also be subject to, among other things, our ability to complete the timely integration of operations and systems, standards, controls, procedures, policies and technologies, difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination, ~~and~~ difficulties in managing the expanded operations of a significantly larger and more complex combined business, or difficulties in implementing our strategies, including the Resolute Operating System, at the acquired businesses.

Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations.

Our information technology (“IT”) infrastructure’s ability to reliably and securely protect the sensitive confidential information of our customers, which include large financial institutions, is critical to our business. Security breaches have become more common across many industries. Cyber incidents have been increasing in sophistication, including through the use of novel tools and strategies such as those that leverage AI, and can include third parties gaining access to employee or customer data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, card skimming code, and other deliberate attacks and attempts to gain unauthorized access. The occurrence of these types of incidents in our computer networks, databases or facilities could lead to the inappropriate use or disclosure of personal information, including sensitive personal information of customers and employees, which could harm our business and reputation, adversely affect consumers’ confidence in our business and products, result in inquiries and fines or penalties from regulatory or governmental authorities, cause a loss of customers, pose increased risks of lawsuits and subject us to potential financial losses.

Additionally, it is possible that unauthorized access to sensitive customer and business data may be obtained through inadequate use of security controls by our customers, suppliers or other vendors.

We have administrative, technical, and physical security measures in place, and we have policies and procedures in place to both evaluate the security protocols and practices of our vendors and to contractually require service providers to whom we disclose data to implement and maintain reasonable privacy and security measures. However, although cybersecurity remains a high priority, our activities and investment may not sufficiently protect our system or network against cyber threats, nor sufficiently prevent or limit the damage from any future security breaches. As our businesses expand and these threats continue to evolve, we may be required to expend significant capital and other resources to protect against these security breaches or to alleviate problems caused by these breaches, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants, which could materially and adversely affect our business, financial condition and results of operations. Although we maintain cyber liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or

3113

atbreaches, ~~all.~~including ~~Furthermore,~~costs ~~any~~to ~~material~~deploy ~~breach~~additional ofpersonnel ~~our~~and ~~security~~protection technologies, integrate cybersecurity programs and systems across businesses, train employees, and engage third-party experts and consultants, which could ~~harm~~materially and adversely affect our ~~competitive~~business, ~~position~~financial condition and results of operations. These threats continue to increase as the frequency, ~~result~~intensity and sophistication of attempted attacks and intrusions increase around the world. In particular, ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and severe. For example, in March 2023, the Husky business experienced a ~~loss~~cybersecurity incident involving unauthorized access to certain systems and the exfiltration of ~~customer~~certain ~~trust~~data. Following the incident, the Husky business undertook response and ~~confidence~~remediation actions, including engaging external advisors, investigating the incident, restoring affected systems, and ~~cause~~enhancing ussecurity tocontrols. ~~incur~~In ~~significant~~connection ~~costs~~with the incident, the Husky business made a payment to ~~mitigate~~the threat actor. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or ~~remedy~~unable ~~any~~to ~~damage~~make ~~resulting~~such ~~from~~payments ~~system~~due to, for example, applicable laws or ~~network~~regulations ~~disruptions~~prohibiting payments, ~~whether~~and ~~caused~~there byis ~~cyberattacks~~always a risk that the threat actor will not adhere to negotiated terms or that threat actors will initiate other attacks. Any cybersecurity incidents, ~~security~~or ~~breaches~~abuse or ~~otherwise~~misuse of our internal platform controls and system tools, even if inadvertent, could result in potential legal liability and reputational damage to both the customers of our businesses and us, which could ~~ultimately~~significantly and adversely ~~affect~~harm our business and reputation. In addition, ~~financial~~if ~~condition~~it becomes necessary for our businesses to further restrict the availability or use of platform controls and ~~results~~system tools by employees in response to any abuse or misuse, the ability of ~~operations~~our businesses to deliver high-quality and timely customer support could be impaired.

~~System~~Although ~~outages~~we maintain cyber liability insurance, ~~data~~this insurance may be subject to limitations, exclusions, deductibles or coverage disputes, and we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Furthermore, any material breach of our security systems could result in material adverse consequences, including operational disruptions, loss or ~~other~~unauthorized ~~interruptions~~disclosure ~~affecting~~of sensitive or confidential information, harm to our ~~operations~~competitive position, result in a loss of customer trust and confidence, result in reputational harm, lead to litigation, regulatory inquiries or enforcement actions, and cause us to incur significant costs to mitigate or remedy any damage resulting from system or network disruptions, whether caused by cyberattacks, security breaches or otherwise, which could ultimately adversely affect our business, financial condition and ~~reputation~~results of operations.

Risks associated with our technology systems, including system outages, data loss or others, could adversely affect our business and reputation.

The ability to efficiently execute and operate business functions and systems without interruption is critical to our business. A significant portion of the communication between our employees, customers, and suppliers rely upon our integrated and complex IT systems. We depend on the reliability of our IT infrastructure and software, and our ability to expand and innovate our technologies and technological processes in response to changing needs. A system outage or data loss or interruption could cause damage to our brand and reputation. Such operational interruptions could also cause us to become liable to third parties, including our customers. We must be able to protect our processing and other systems from interruption to successfully operate our business. In an effort to do so, we have taken preventative actions and adopted protective procedures to ensure the continuation of core business operations in the event that normal operations could not be performed because of events outside of our control. These actions and procedures taken and adopted by us may, however, insufficiently prevent or limit the damage from future disruptions, if any, and any such disruptions could adversely affect our business, financial condition and results of operations.

~~Disruptions~~Additionally, atnew technologies, such as the use of AI and machine learning, present evolving and significant legal and operational risks for us and our ~~primary~~third-party ~~production~~vendors. ~~facility~~We have begun to use AI and machine learning technologies, including those licensed from third parties, in our processes and technologies. Our ability to continue to use such technologies at the scale necessary may ~~adversely~~depend ~~affect~~on our ~~business~~ability to increase our investments in such technologies, ~~results~~and ofon ~~operations~~our access to specific third-party software and/ infrastructure, some of which may not be available on terms we find commercially acceptable or ~~financial~~at ~~condition~~all. The availability of these tools is also subject to disruption, outages and vulnerabilities, and our use of these tools may subject us to additional risks, including

A substantial portion of our manufacturing capacity is located at our primary production facility. Any serious disruption at such facility could impair our ability to manufacture enough products to meet customer demand, and could increase our costs and expenses and adversely affect our revenues. Our other facilities may not have the requisite equipment or sufficient capacity, may have higher costs and expenses, or may experience significant delays to adequately increase production to satisfactorily meet our customers’ expectations or requirements. Long-term production disruptions may cause our customers to modify their payment card programs to use plastic cards or to seek an alternative supply of metal cards. Any such production disruptions could adversely impact our business, financial condition and results of operations.14

~~Our~~misuse, ~~future~~information ~~growth~~loss, ~~may~~reputational ~~depend~~harm, ~~upon~~intellectual ~~our~~property ~~ability to develop~~risks, ~~introduce, manufacture~~ and ~~commercialize~~others. ~~new~~There ~~products, which~~ can be ano ~~lengthy~~assurance ~~and~~that ~~complex~~the ~~process.~~usage Ifof weAI ~~are~~will ~~unable~~enhance toour ~~introduce~~strategies ~~new~~or ~~products~~initiatives, ~~and~~or ~~services~~enhance ~~in a timely manner,~~ our ~~business~~products ~~could~~or ~~be materially adversely affected~~services.

The markets for our products and services are subject to technological changes, frequent introductions of new products and services and evolving industry standards. The process for developing innovative or technologically enhanced products can deplete time, money and resources, and requires the ability to accurately forecast technological, market and industry trends. For example, we have historically focused on the payment card industry, but we are a new entrant into the digital assets industry. In order to achieve successful technical execution of new products, we may need to undertake time-consuming and expensive research and development activities, which could negatively impact the servicing of our existing customers. We may also experience difficult market conditions, such as the recent widespread disruptions in the digital asset industry, that could delay or prevent the successful research and development, marketing launches and consumer deployment of such newly designed products, whereby we could incur significant additional cost and expense. If the products and solutions derived from the Arculus platform fail to gain market acceptance, our ability to achieve future growth could be significantly impaired. In addition, competitors may develop and commercialize competing products faster and more efficiently than we are able to do so, which could further negatively impact our business.

Our product and service offerings could be rendered obsolete if we are unable to develop and introduce innovative products in a cost-effective and timely manner. In particular, the rise in the adoption of wireless or mobile payment systems may make physical metal cards less attractive as a method of payment, which could result in less demand for these products. Although to date we have not witnessed a material reduction in card-based

payments in the United States resulting from the emergence of wireless or mobile payment systems, such payment systems offer consumers an alternative method to make purchases without the need to carry a physical card by relaying on cellular telephones or other technological products to make payments. If these wireless or mobile payment systems are widely adopted, it could result in a reduction of the number of physical payment cards issued to consumers. Moreover, other developing or unforeseen technology solutions and products could render our existing products unpopular, irrelevant or obsolete altogether.

Our ability to develop and deliver new products and services successfully will depend on various factors, including our ability to: effectively identify and capitalize upon opportunities in new and emerging product markets; invest resources in innovation and research and development; develop and implement new processes for the manufacture or offer of new products or services; complete and introduce new products and integrated services solutions in a timely manner; license any required third-party technology or intellectual property rights; qualify for and obtain required industry certification for our products; and retain and hire talent experienced in developing new products and services. Our business and growth also depend in part on the success of our strategic relationships with third parties, including technology partners or other technology companies whose products are integrated with our products. Failure of any of these technology companies to maintain, support or secure their technology platforms in general, and our integrations in particular, or errors or defects in their technologies or products, could adversely affect our relationships with customers, damage our brand and reputation, and could adversely affect our business, financial condition and results of operations.

Our ability to enhance our existing products and to develop and introduce innovative new products that continue to meet the needs of our customers may affect our future success. We may experience difficulties that could delay or prevent the successful development, marketing or deployment of these products, or our newly enhanced services may not meet market demands or achieve market traction. Our potential failure to complete or gain market acceptance of new products, services and technologies could adversely affect our ability to retain existing customers or attract new ones.

A disruption in our operations or supply chain or the performance of our suppliers, liquidity partners and/or development partners could adversely affect our business and financial results.

As a company engaged in manufacturing and distribution, we are subject to the risks inherent in such activities, including disruptions or delays in supply chain or information technology, product quality control, as well as other external factors over which we have no control. Some of the key components used in the manufacture of our products are metals, NFC-enabled chips and EMV chips, which we source from several key suppliers. We obtain our components from multiple suppliers located in the United States and abroad, on a purchase order basis. Changes in the financial or business condition of our suppliers and/or development partners could subject us to losses or adversely affect our ability to bring products to market. Additionally, the failure of our suppliers and/or development partners to comply with applicable standards, perform as expected, and deliver goods and services in a timely manner in sufficient quantities could adversely affect our customer service levels and overall business. Any increases in the costs of goods and services for our business may also adversely affect our profit margins particularly if we are unable to achieve higher price increases or otherwise increase cost or operational efficiencies to offset the higher costs.

Additionally, we partner with third-party providers to offer certain Arculus-related services to our customers. If any of these third parties experiences operational interference or disruptions, fails to perform its obligations and meet our expectations, experiences a cybersecurity incident, fails to comply with applicable regulatory and/or licensing requirements which may evolve over time, or is subject to regulatory enforcement proceedings concerning their operations, the operations of the Arculus solutions could be disrupted or otherwise adversely affected.

Security markets, including the market for authentication solutions, are rapidly evolving to address increasing and challenging cyber threats, including identity theft, and the Company's Arculus Authenticate solutions may not achieve widespread market acceptance. In addition, there is a risk that the Arculus Authenticate solutions may not provide protection against all or a sufficient amount of the ever-changing security vulnerabilities, exploits or cyber attacks.

Cybersecurity markets are experiencing significant and fast-paced technological change, evolving industry standards and customer needs. The Company's Arculus Authenticate solutions represent a new and innovative approach to identity protection, and may not achieve widespread market acceptance. Other methods, technologies, products or services may offer similar or better authentication solutions than our hardware authentication solutions. If the Company is unable to adapt to such changes, our ability to compete effectively may be adversely impacted, which could have a negative effect on our business, financial condition or results of operations. In addition, there is a risk that the Arculus Authenticate solutions may not provide protection against all or a sufficient amount of the ever-changing security vulnerabilities, exploits or cyber attacks. Internal and external factors, including possible defects in the Company’s products, or system failures in services provided by third parties for use with Arculus Authenticate solutions, could cause the Company’s products and/or services to become vulnerable to security attacks which could result in the loss of identity protection for businesses and consumers. As the Arculus Authenticate solutions include hardware tokens which are expected to be replaced from time to time as needed (similar to payment cards), the Company does not intend to provide remote updates or upgrades to its hardware products. There is, therefore, a risk that the Company’s hardware authentication products could become ineffective against evolving cybersecurity threats. Any such developments, real or perceived, may have a negative impact on our reputation, which could have a negative effect upon our business, financial condition or results of operations.

Digital asset storage systems, such as the Arculus Cold Storage Wallet, are subject to potential illegal misuse, risks related to a loss of funds due to theft of digital assets, security and cybersecurity risks, system failures and other operational issues, which could cause damage to our reputation and brand.

Digital assets have the potential to be used for financial crimes or other illegal activities. Even if we comply with all laws and regulations, we have no ability to ensure that our customers, partners or others to whom we license or sell our products and services comply with all laws and regulations applicable to them and their transactions. Any negative publicity we receive regarding any allegations of unlawful uses of the Arculus Cold Storage Wallet could damage our reputation and such damage could be material and adverse, including to aspects of our business that are unrelated to the Arculus platform. More generally, any negative publicity regarding unlawful uses of digital assets in the marketplace could materially reduce the demand for our products and solutions derived from the Arculus platform.

The Arculus Cold Storage Wallet uses an architecture where the private keys needed to access digital assets are stored outside of the Internet. Through the use of the Arculus Cold Storage Wallet, our three-factor authentication technology may be able to increase the safety of users’ assets during storage, as compared to storing such digital assets in a hot storage wallet, which is constantly connected to the internet. Further, digital assets are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the public network. There is no guarantee that these security measures or any that we may develop in the future will be effective. Notwithstanding the increased security of the Arculus Cold Storage Wallet as compared to a hot storage wallet system, any loss of private keys, or hack or other compromise or failure of, the Arculus Cold Storage Wallet and its security features could materially and adversely affect our customers’ ability to access or sell their digital assets and could cause significant reputational harm to our Arculus Cold Storage Wallet business, which could have a material adverse effect on our business, financial condition and results of operations.

Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects our business, prospects or operations.

Regulatory uncertainty surrounding the digital asset environment, and the regulatory classification of such digital assets

As digital assets have grown in both popularity and market size, the regulatory approach by governments worldwide has varied significantly, with some deeming them illegal and others permitting their use and trade under specified conditions. Currently, there is no uniformly applicable legal or regulatory regime governing digital assets in most jurisdictions, including in the U.S.

The occurrence of adverse market events, such as bankruptcies of prominent digital asset entities (like FTX), may increase regulatory scrutiny and may prompt new compliance requirements that could adversely affect our ability to develop and offer digital asset-related services and products, such as the Arculus Cold Storage Wallet, or impose significant costs on the Company.

In the U.S., the legal and regulatory landscape applicable to digital assets remains uncertain, with overlapping authority existing between and among various U.S. federal agencies, including the CFTC and SEC. This regulatory overlap contributes to ongoing legal and regulatory ambiguity, particularly concerning whether and, if so, when certain transactions in digital assets constitute transactions in securities.

U.S. regulators, courts and lawmakers alike are grappling with these questions, and the legal landscape remains uncertain.

While the SEC has brought multiple enforcement actions against digital asset projects, including trading platforms that the SEC believes were operating, among other things, as unregistered exchanges, thus far, such cases have not resolved the legal uncertainty in the U.S. concerning digital assets, including questions concerning the very application of the U.S. federal securities laws to digital assets and digital asset-related activities, including in the secondary trading market. Several of such recent enforcement actions are court cases that remain ongoing and, to the extent that courts have rendered opinions, those opinions, and the reasoning in support of them, have not necessarily been consistent with one another.

While actions taken by President Trump following his January 2025 inauguration have appeared to signal the beginning of a much more favorable U.S. governmental approach to digital assets, legal and regulatory uncertainty remains, including concerning the regulatory characterization and treatment of various digital asset-related products, services, platforms, markets and activities, including NFTs, decentralized finance (“DeFi”) and decentralized autonomous organizations (“DAOs”), all of which have drawn regulatory attention in recent years.

In particular, as a result of actions by private plaintiffs and regulators alike, under various theories of liability, among other things, DAOs have been characterized by certain plaintiffs as unincorporated associations or general partnerships, with some plaintiffs asserting that liability should be assigned to participants in DAO governance, while others have sought to establish joint and several liability for DAO members generally, including on negligence theories of liability. The terms “DeFi” and “DAO” may be interpreted broadly to encompass a wide variety of projects, services and participants, and if a regulator or private plaintiff were to claim that Arculus is deemed to have participated in or facilitated DeFi- or DAO-related activities that were in violation of applicable law, there may be significant associated risks, including the potential for joint and several liability.

Moreover, given recent geopolitical conflict and instability, certain U.S. legislators and regulators have signaled heightened concerns about national security and the importance of “know your customer” (“KYC”), anti-money laundering (“AML”), counter financing of terrorism (“CFT”) and sanctions checks and compliance, including concerns about potential use by certain terrorist groups of digital assets to fund their operations or evade U.S. sanctions. In addition to the introduction of potential digital asset-focused legislation in Congress aimed at addressing such concerns, regulators have focused on enforcement. In 2022 and 2023, OFAC sanctioned digital assets market participants alleged to have supported sanctioned countries and/or terrorist operations, and, in 2023, the U.S. Treasury’s FinCEN, pursuant to seldom-used powers granted to it under Section 311 of the USA PATRIOT Act, designated an entire class of transactions, namely transactions associated with digital asset mixers, as being of primary money laundering concern. At present, as a result of ongoing litigation concerning the virtual currency mixer known as Tornado Cash, uncertainty exists concerning the ability of OFAC to impose sanctions in the digital asset space, particularly in the case of immutable smart contracts.

In addition, the U.S. Treasury, the IRS and other agencies also continue to propose new rules and guidance applicable to digital assets, such as regulations on tax information reporting and withholding obligations. In

December 2024, the U.S. Treasury finalized a rule requiring digital asset brokers, including non-custodial brokers, to report additional user information, although such rule is the subject of ongoing litigation.

In addition to a lack of clarity at the U.S. federal level, the various U.S. states and the District of Columbia take a variety of differing approaches to digital asset regulation and legislation, which may not be consistent with the positions of other U.S. states or other jurisdictions, or with the U.S. federal government’s approach. For that reason, even if the U.S. federal government under the Trump administration takes a more crypto-friendly stance to digital asset regulations, that does not necessarily mean that U.S. states or other jurisdictions will adopt a consistent or similar approach.

In sum, the U.S. federal regulators and courts, and various U.S. state and non-U.S. regulators, are still developing their frameworks for regulating digital assets. If we are found to have supported purchase and swap transactions in the Arculus Cold Storage Wallet for digital assets which subsequently are determined to be securities, it is possible that we could be viewed as inadvertently acting as an unlicensed broker-dealer which could subject us to, among other things, regulatory enforcement actions, censure, monetary fines, restrictions on the conduct of our Arculus activities and/or rescission/damages claims by customers who use the Arculus Cold Storage Wallet. Our failure to comply with applicable laws or regulations, or the costs associated with defending any action alleging our noncompliance with applicable laws or regulations, could materially and adversely affect us, our business and our results of operations.

Further, a particular digital asset’s status as a “security” or other regulatory investment or the treatment of digital currency for tax purposes, in any relevant jurisdiction is subject to a high degree of uncertainty and potential inconsistency across regulatory regimes, and if we are unable to properly characterize a digital asset or assess our tax treatment, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

Because the Arculus Cold Storage Wallet may facilitate purchase and swap transactions in digital assets that could be classified as “securities,” our business may be subject to additional risk because such digital assets are subject to heightened scrutiny, including under customer protection, anti-money laundering, counter terrorism financing and sanctions regulations. To the extent the Arculus Cold Storage Wallet supports purchase and swap transactions in any digital assets that are deemed to be securities under any of the laws of the U.S. or another jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences. To counter such risks, we may have to remove Arculus Cold Storage Wallet support for purchase and swap transactions in certain digital assets if and when such digital assets are designated as securities, which could hurt sales of our Arculus products and services. Alternatively, we may be required to partner with third-party registered securities broker/dealers to facilitate securities trading by Arculus customers, and we may be unsuccessful in efforts to establish such a partnership.

In addition, we do not currently intend to effect or otherwise facilitate trading in securities by our Arculus customers through the use of our Arculus Cold Storage Wallet if such activities would require the use of a registered broker-dealer or investment adviser. Despite implementing policies and procedures to monitor compliance with relevant laws, with a goal of ensuring that our Arculus activities do not result in us inadvertently acting as an unregistered broker-dealer or investment advisor, we cannot assure that these measures will be completely effective. Should regulators challenge our stance regarding our non-obligations under various securities regulations, this could have a material and adverse impact on our operations. If we are found by relevant regulatory agencies to have inadvertently acted as an unregistered broker-dealer with respect to purchase and swap transactions in particular digital assets, we would expect to immediately cease supporting purchase and swap transactions in those digital

assets unless and until either the digital asset at issue is determined by the SEC or a judicial ruling to not be a security, or we partner with a third-party registered broker-dealer or investment adviser, acquire a registered broker-dealer or investment adviser or register the Company as a securities broker-dealer or investment adviser, any of which we may elect not to do or may not be successful in doing. For any period of time during which we are found to have inadvertently acted as an unregistered broker-dealer or investment adviser, we could be subject to, among other things, regulatory enforcement actions, monetary fines, censure, restrictions on the conduct of our Arculus activities and/or rescission/damages claims by customers who use the Arculus Cold Storage Wallet. Our failure to comply with applicable laws or regulations, or the costs associated with defending any action alleging our noncompliance with applicable laws or regulations, could materially and adversely affect us, our business and our results of operations.

We believe the storage and peer-to-peer/send & receive functionality provided by the Arculus Cold Storage Wallet does not involve any purchase, sale or other transaction effected by us (or any party other than the sender and the recipient). Further, we are not compensated for such user-directed activities. However, regulators may determine that user-directed peer-to-peer transfers using the Arculus Cold Storage Wallet, or other Arculus-related activities would require registration and compliance with broker-dealer and/or securities exchange regulations.

Regulatory Risks of Operating as an Unregistered Exchange or as Part of an Unregistered Exchange Mechanism

Any venue that brings together purchasers and sellers of digital assets that are characterized as securities in the United States is generally subject to registration as a national securities exchange, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (or ATS). To the extent that any venue accessed via the Arculus Cold Storage Wallet is not so registered (or appropriately exempt), we may be unable to permit continued support for purchase and swap transactions for digital assets that become subject to characterization as securities and due to operation of an unregistered exchange or as part of an unregistered exchange mechanism, we could be subject to significant monetary penalties, censure or other actions that may have a material and adverse effect on us. While we do not believe that the Arculus Cold Storage Wallet, which facilitates purchase and swap transactions in certain digital assets, is itself a securities exchange or ATS or is part of an unregistered exchange mechanism, regulators may determine that this is the case, and we would then be required to register as a securities exchange or qualify and register as an ATS, either of which could cause us to discontinue our purchase and swap support for such digital assets or otherwise limit or modify Arculus Cold Storage Wallet functionality or access.

In September 2022, the SEC proposed a rule change concerning the definition of “exchange.” Especially in light of the recent political developments in the U.S., it is not yet clear whether or in what form such proposed rule change may be adopted. Nevertheless, it remains possible that a change to the definition of “exchange” could result in regulators determining that the Arculus Cold Storage Wallet is functioning as a securities exchange or ATS or is part of an unregistered exchange mechanism, in which case, the potential registration requirements, or cessation, limitation or other modifications contemplated above could become necessary or advisable. Any such discontinuation, limitation or other modification could negatively affect our business, operating results, and financial condition.

Our inability to safeguard against misappropriation or infringement of our intellectual property may adversely affect our business.

Our patents, trade secrets and other intellectual property rights are critical to our business. Our ability to safeguard our proprietary product designs and production processes against misappropriation by third parties is necessary to maintain our competitive position within our industry. Therefore, we routinely enter into confidentiality agreements with our employees, consultants and strategic partners to limit access to, and distribution of, our proprietary information in an effort to safeguard our proprietary rights and trade secrets. However, such efforts may not adequately protect our intellectual property against infringement and misappropriation by unauthorized third parties. Such third parties could interfere with our relationships with customers if successful in attempts to misappropriate our proprietary information or copy our products designs, or portions thereof. Additionally, because some of our customers purchase products on a purchase order basis and not pursuant to a detailed written contract, where we do not have the benefit of written protections with respect to certain intellectual property terms beyond standard terms and conditions, we may be exposed to potential infringement of our intellectual property rights. Enforcing our intellectual property rights against unauthorized use may be expensive and cause us to incur significant costs, all of which could adversely affect our business, financial condition and results of operations. There is no assurance that our existing or future patents will not be challenged, invalidated or otherwise circumvented. The patents and intellectual property rights we obtain, including our intellectual property rights which are formally registered in the United States and abroad, may be insufficient to provide meaningful protection or commercial advantage. Moreover, we may have difficulty obtaining additional patents and other intellectual property protections in the future. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which we provide our products or services. Any of the foregoing factors may have a material adverse effect on our business.

Enforcing our intellectual property rights against unauthorized use may be expensive and cause us to incur significant costs, all of which could adversely affect our business, financial condition and results of operations. There is no assurance that our existing or future patents will not be challenged, invalidated or otherwise circumvented. The patents and intellectual property rights we obtain, including our intellectual property rights which are formally registered in the United States and abroad, may be insufficient to provide meaningful protection or commercial advantage. Moreover, we may have difficulty obtaining additional patents and other intellectual property protections in the future. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which we provide our products or services. Any of the foregoing factors may have a material adverse effect on our business.

We may incur substantial costs because of litigation or other proceedings relating to patents and other intellectual property rights.

Companies in ~~our~~the ~~industry~~industries in which we operate have commenced litigation to properly protect their intellectual property rights. Any proceedings or litigation that we initiate to enforce our intellectual property rights, or any intellectual property litigation asserted against us, could be costly and divert the attention of managerial and other personnel and further, could result in an adverse ~~judgement~~judgment or other determination that could preclude us from enforcing our intellectual property rights or offering some of our products to our customers. Royalty or other payments arising in settlements could negatively impact our profit margins and financial results. If we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may need to indemnify some customers and strategic partners related to allegations that our products infringe the intellectual property rights of others. Additionally, some of our customers, suppliers and licensors may not be obligated to indemnify us for the full costs and expenses of defending against infringement claims. We may also be required to defend against alleged infringement of the intellectual property rights of third parties because our products contain technologies properly sourced from suppliers or customers. We may be unable to determine in a timely manner or at all whether such intellectual property use infringes the rights of third parties. Any such litigation or other proceedings could adversely affect our business, financial condition and results of operations.

Production quality and manufacturing process disruptions could adversely affect our business.

Our products and our technological processes are highly complex, require specialized equipment to manufacture and are subject to strict tolerances and requirements. We have experienced in the past, and may experience in the future, production disruptions due to machinery or technology failures, or as a result of external factors such as delays or quality control issues regarding materials provided by our suppliers. Utilities interruption or other factors beyond our control like natural disasters may also cause production disruptions. Such disruptions can reduce product yields and product quality, or interrupt or halt production altogether. As a result, we may be required to deliver products at a lower quality level in a less timely or cost-effective manner, rework or replace products, or may not be able to deliver products at all. Any such event could adversely affect our business, financial condition and results of operations.

We are dependent on certain distribution partners for distribution of our products and services. A loss of distribution partners could adversely affect our business.

A small number of distribution partners currently deliver a significant percentage of our products and services to customers. We intend to continue devoting resources in support of our distribution partners, but there are no guarantees that these relationships will remain in place over the short-or long-term. In addition, we cannot be assured that any of these distribution partners will continue to generate current levels of customer demand. A loss of any of these distribution partners could have a material adverse effect on our business, financial condition and results of operations.

We face competition that may result in a loss of our market share and/or a decline in profitability.

Our industry is highly competitive and we expect it to remain highly competitive as competitors cut production costs, new product markets develop, and other competitors attempt to enter the markets in which we

operate or new markets in which we may enter. Some of our existing competitors have more sales, greater marketing, more specialized manufacturing, and highly efficient distribution processes. We may also face competition from new competitors that may enter our industry or specific product market. Such current or new competitors may develop technologies, processes or products that are better suited to succeed in the marketplace as a result of enhanced features and functionality at lower costs, particularly as technological sophistication of such competitors and the size of the market increase. These factors could lower our average selling prices and reduce gross margins. If we cannot sufficiently reduce our production costs or develop innovative technologies or products, we may not be able to compete effectively in our product markets and maintain market share, which could adversely affect our business, financial condition and results of operations.

Our long-lived assets represent a significant portion of our total assets, and their full value may never be realized.

Our long-lived assets recorded as of December 31, 2024 were $28.9 million, representing approximately 6.1% of our total assets, of which we have recorded plant, equipment and leasehold improvements of $23.4 million, as our operations require significant investments in machinery and equipment.

We review other long-lived assets for impairment on an as-needed basis and when circumstances, alterations, or other events indicate that an asset group or carrying amount of an asset may not be recoverable. Examples of these other long-lived assets include intangible but identifiable assets and plant, equipment, and leasehold improvements. Such write-downs of long-lived assets may result from a drop in future expected cash flows and worsening performance, among other factors. If we must write-down long-lived assets, we record the appropriate charge, which may adversely affect our results of operations.

Our failure to operate our business in compliance with the security standards of the payment card industry or other industry standards applicable to our customers, such as payment networks certification standards, could adversely affect our business.15

Many of our customers issue their cards on the payment networks that are subject to the security standards of the payment card industry or other standards and criteria relating to product specifications and supplier facility physical and logical security that we must satisfy in order to be eligible to supply products and services to such customers. Our contractual arrangements with our customers may be terminated if we fail to comply with these standards and criteria.

We make significant investments in our facilities in order to meet these industry standards, including investments required to satisfy changes adopted from time to time in industry standards. We may become ineligible to provide products and services to our customers if we are unable to continue to meet these standards. Many of the products we produce and services we provide are subject to certification with one or more of the payment networks. We may lose the ability to produce cards for or provide services to banks issuing credit or debit cards on the payment networks if we were to lose our certification from one or more of the payment networks or payment card industry certification for one or more of our facilities. If we are not able to produce cards for or provide services to any or all of the issuers issuing debit or credit cards on such payment networks, we could lose a substantial number of our customers, which could have a material adverse effect on our business, financial condition and results of operations.

As consumers and businesses spend less, our business, operation outcomes, and financial state may be adversely affected.

Companies that rely heavily on consumer and business spending are exposed to changing economic conditions and are impacted by changes in consumer confidence, consumer spending, discretionary income levels or consumer purchasing habits. A continuous decline in general economic conditions, particularly in the United States, or increases in interest rates, may reduce demand for our products, which could negatively impact our sales. An economic downturn could cause credit card issuers to switch card programs to plastic cards, seek lower-priced metal hybrid card suppliers, reduce credit limits, close accounts, and become more selective with respect to whom they

issue credit cards. Such conditions and potential outcomes could adversely affect our financial performance, business, and results of operations.

Product liability and warranty claims and their associated costs may adversely affect our business.

The nature of our products is highly complex. As a result, we cannot guarantee that defects will not occur from time to time. We may incur extensive costs as a result of these defects and any resulting claims. For example, product recalls, writing down defective inventory, replacing defective items, lost sales or profits, and third-party claims can all give rise to costs incurred by us. We may also face liability for judgments and/or damages in connection with product liability and warranty claims. Damage to our reputation could occur if defective products are sold into the marketplace, which could result in further lost sales and profits. To the extent that we rely on purchase orders to govern our commercial relationships with our customers, we may not have specifically negotiated the allocation of risk for product liability obligations. Instead, we typically rely on warranties and limitations of liability included in our standard forms of order acceptance, invoice and other contract documents with our customers. Similarly, we obtain products and services from suppliers, some of which also use purchase order documents which may include limitations on product liability obligations with respect to their products and services. As a result, we may bear all or a significant portion of any product liability obligations rather than transferring this risk to our customers. Our reputation would be harmed and there could be a material adverse effect on our business, financial condition and results of operations if any of these risks materialize.

If tariffs and other restrictions on imported goods are imposed by the U.S. government, our revenue and operations may be materially and adversely affected.

A portion of the raw materials used by usour businesses to manufacture ~~our~~the products they produce are obtained, directly or indirectly, from companies located outside of the United States. There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies and tariffs. Recently, tariffs have been imposed on imports from certain countries outside of the United States. For example, the Trump administration has instituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including a significant increase in tariffs on goods imported into the U.S., and has signaled possibly imposing further restrictions on international trade. As a result, further trade restrictions and/or tariffs may be forthcoming. Certain international trade agreements may also be at risk, as the current U.S. administration has voiced some opposition in respect thereof. These factors may stagnate the economy, impact relationships with and access to suppliers, increase the costs of certain raw materials we purchase, and/or materially and adversely affect our business, financial condition and results of operations. These and future tariffs, as well as any other global trade developments, bring with them uncertainty. We cannot predict future changes to imports covered by tariffs or which countries will be included or excluded from such tariffs. The reactions of other countries and resulting actions on the United States and similarly situated companies could negatively impact our business, financial condition and results of operations.

Our international sales subject us to additional risks that can adversely affect our business, operating results and financial condition.

During each of 2024 and 2023, we derived 18% of our revenue from sales to customers located outside the U.S. Our ability to convince customers to expand their use of our products or renew their agreements with us are directly correlated to our direct engagement with such customers. To the extent that we are unable to engage with non-U.S. customers effectively, we may be unable to grow sales to international customers to the same degree we have experienced in the past.

Our international operations subject the Company to a variety of risks and challenges, including:

• fluctuations in currency exchange rates and related effects on our operating results;

• general economic and geopolitical conditions, including wars, in each country or region;

• the impact of Brexit; reduction in billings, foreign currency exchange rates, and trade with the EU;

• the effects of a widespread outbreak of an illness or disease, or any other public health crisis, such

as a resurgence of the COVID-19 pandemic, in each country or region;

• economic uncertainty around the world; and

• compliance with U.S. and foreign laws and regulations imposed by other countries on foreign operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our products in certain foreign markets, and the risks and costs of non-compliance.

For example, in response to the rapidly developing conflict between Russia and Ukraine, the United States has imposed and may further impose, and other countries may additionally impose, broad sanctions or other restrictive actions against governmental and other entities in Russia. We presently produce metal credit cards for a distributor that distributes such cards for resale by a Russian-based bank. While the existing sanctions do not currently prohibit the production and sale of our metal credit cards to this customer, additional sanctions may be imposed in the future that could prevent us from selling to this customer or other customers in the affected regions. Additionally, further escalation of geopolitical tensions could have a broader impact that extends into other markets where we do business. Any of these risks could adversely affect our international sales, reduce our international revenues or increase our operating costs, adversely affecting our business, financial condition and operating results.

We rely on licensing arrangements in production and other fields, and actions taken by any of our licensing partners could have a material adverse effect on our business.

Some of our products integrate third-party technologies that we license or otherwise obtain the right to use. We have entered into licensing agreements that provide access to technology owned by third parties. The terms of our licensing arrangements vary. These different terms could have a negative impact on our performance to the extent new or existing licensees demand a greater proportion of royalty revenues under our licensing arrangements. Additionally, such third parties may not continue to renew their licenses with us on similar terms or at all, which could negatively impact our net sales. If we are unable to continue to successfully renew these agreements, we may lose our access to certain technologies relied upon to develop certain of our products. The loss of access to those technologies, if not replaced with internally-developed or other licensed technology, could have a material adverse effect on our business and result of operations.

The adoption of new tax legislation could affect our financial performance.

We are subject to income and other taxes in the United States. Our effective tax rate in the future could be adversely affected by changes in tax laws. More generally, it is possible that U.S. federal income or other tax laws or the interpretation of tax laws will change. It is difficult to predict whether and when there will be tax law changes having a material adverse effect on our business, financial condition, results of operations and cash flows.

~~Pandemics~~Our oraccounting ais ~~resurgence~~complex, ofand aif ~~pandemic~~it ~~may~~is ~~adversely~~erroneous ~~affect~~or ~~our~~based ~~business,~~on ~~financial~~assumptions ~~condition,~~that ~~liquidity~~change or prove to be incorrect, our operating results could fall below the expectations of ~~operations~~securities analysts and investors, resulting in a decline in our stock price.

The ~~COVID-19~~preparation ~~pandemic~~of ~~negatively~~financial ~~impacted~~statements ~~certain~~in ~~aspects~~conformity ofwith ~~our~~GAAP ~~business~~requires management to make estimates and ~~operations.~~assumptions ~~The~~that ~~resurgence~~affect ofthe amounts reported in the ~~COVID-19~~consolidated ~~pandemic~~financial statements and accompanying notes, orand aalso ~~future~~to ~~pandemic~~apply ormany ~~health~~complex ~~epidemic~~requirements and standards, ~~could~~some ~~adversely~~of ~~affect~~which require significant judgment. We devote substantial resources to compliance with accounting requirements and we base our ~~business~~estimates on our best judgment, ~~financial~~historical ~~condition~~experience, ~~liquidity~~information orderived ~~results~~from ofthird ~~operations.~~parties, ~~These~~and ~~adverse~~on ~~effects~~various ~~include,~~other ~~but~~assumptions ~~are~~that ~~not~~we ~~limited~~believe to be reasonable under the circumstances, the ~~potential~~results ~~adverse~~of ~~effects~~which onform the ~~global~~basis ~~economy~~for making judgments about the values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. However, various factors cause our ~~manufacturing~~accounting ~~processes~~to become complex, including the management of our ~~supply~~businesses ~~chain~~by Resolute Holdings. Our operating results may be adversely affected if we make accounting errors or our judgments prove to be wrong, assumptions change or onactual circumstances differ from those in our ~~employees.~~assumptions, ~~The~~or ~~ultimate~~if ~~impact~~we ~~will~~are ~~depend~~required onto ~~the~~make ~~severity~~changes ~~and~~in ~~duration~~the presentation of our financial statements due to the ~~pandemic~~foregoing ~~and~~factors ~~actions~~or ~~taken~~otherwise, bywhich ~~governmental~~could ~~authorities~~cause our operating results to fall below the expectations of securities analysts and ~~other~~investors ~~third~~or ~~parties~~guidance inwe ~~response~~may have provided, ~~each~~resulting ofin ~~which~~a isdecline ~~uncertain~~in our stock price and ~~difficult~~potential tolegal ~~predict~~claims.

Risks Related to the ~~Resolute Holdings~~ Management ~~Agreement~~Agreements

Our ~~business~~businesses isare managed for a fee by Resolute Holdings, which has substantial influence over our ~~business~~businesses, operations and strategy and upon which our ~~business~~businesses isare heavily reliant.

Pursuant to the CompoSecure Management Agreement ~~between~~and ~~Holdings~~the ~~and~~Husky ~~Resolute~~Management ~~Holdings~~Agreement (together, the "Management Agreements"), Resolute Holdings exercises substantial influence over our ~~business~~CompoSecure and Husky businesses, including being responsible for, among other things: establishing and monitoring business objectives, financing activities and operating performance; selecting and overseeing the management team and their operating performance; reviewing and approving compensation and benefit plans, programs, policies and

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and monitoring business objectives, financing activities and operating performance; selecting and overseeing the management team and their operating performance; reviewing and approving compensation and benefit plans, programs, policies and agreements, including with respect to any grants of equity awards to persons providing services; devising capital allocation strategies, plans and policies; setting budget parameters and expense guidelines and monitoring compliance therewith; identifying, analyzing and overseeing the consummation of business opportunities and potential acquisitions, dispositions and other business combinations; originating and recommending opportunities to form or acquire, and structuring and managing, any joint ventures; leading or overseeing negotiations with potential participants in any business opportunity under consideration and determining (or delegating to any officer of Holdings and Husky Holdings, as applicable, the decision to determine) if and when to proceed; engaging and supervising independent contractors and third-party service providers; reviewing and approving compensation and benefit plans, programs, policies and agreements; communicating with the holders of any securities (i) as required to satisfy any reporting and other requirements of any governmental authority having jurisdiction over Holdings and Husky Holdings, as applicable, and (ii) to maintain effective relations with such holders; overseeing all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) (other than with Resolute Holdings or its affiliates); counselling Holdings and Husky Holdings, as applicable, in connection with decisions required by Delaware law to be made by the Company's Board; and performing such other services from time to time in connection with the management of the business and affairs of Holdings and ~~its~~Husky Holdings, as applicable, and their activities as the Company's Board shall reasonably request and/or Resolute Holdings shall deem appropriate under the particular circumstances, in each case to the fullest extent permitted by Delaware law, federal securities laws, the ~~Nasdaq~~NYSE listing rules and any other applicable rules and regulations.

Determinations by Resolute Holdings with respect to these matters will impact our day-to-day business and operations, our strategy, and the manner in which we present our results and operations to our stockholders, all of which may change at the discretion of Resolute Holdings. We have also delegated by resolution of the Company's Board authority to approve issuances of our equity for M&A and equity awards, and we have agreed to issue the Company's equity pursuant to those delegations, which could result in existing holders of our Class A Common Stock experiencing dilution.

The success of our business depends on the ability of Resolute Holdings to effectively manage our business and operations. We rely heavily on the skill and expertise of Resolute Holdings and its management team, particularly David Cote and Thomas Knott. The extent and nature of the experience of Mr. Cote, Mr. Knott and Resolute Holdings’ other personnel and the nature of the relationships they have with external contacts, although not guarantees of positive results, are critical to the success of our business. Personnel of Resolute Holdings, including its directors and executive officers, can be replaced or added over time or be required to recuse themselves or otherwise be restricted from participating in their duties, which may impact Resolute Holdings' performance when managing our business and operations. Additionally, while we believe that Resolute Holdings has access to the resources, relationships, and expertise necessary to manage our business, there can be no assurance that such resources, relationships, and expertise will be available in the future.

The Management ~~Agreement~~Agreements ~~does~~do not create a mutually exclusive relationship between Holdings, Husky Holdings, and Resolute ~~Management~~Holdings.

The Management ~~Agreement~~Agreements and the obligations thereunder to provide Holdings and Husky Holdings with management services ~~does~~do not create a mutually exclusive relationship between Resolute Holdings, on the one hand, and any of the companies that Resolute Holdings manages, including Holdings and Husky Holdings, on the other. The allocation of Resolute Holdings’ resources is within Resolute Holdings’ sole discretion, and the resources of Resolute Holdings are not required to be, nor are they, fully dedicated to our business and operations. Resolute Holdings is responsible for its own business activities and, as a result, not all of the business time of Resolute Holdings’ personnel will be devoted to our business. Furthermore, we expect that Resolute Holdings will from time to time pursue new business activities, including the management of additional businesses. Accordingly, in addition to the management of Holdings and Husky Holdings, Resolute Holdings may alternatively focus its efforts on the business(es) of one or more of its other managed companies, the pursuit of additional management agreements with additional managed companies, other strategies, or a combination thereof, each of which could require Resolute Holdings to divert some of its personnel's time and attention away from the management of our business.

The Management ~~Agreement~~Agreements may each be terminated by Resolute Holdings, on the one hand, or Holdings and Husky Holdings, on the other hand, as applicable, and a termination fee may be payable in certain circumstances.

4217

The Management ~~Agreement~~Agreements ~~has~~each have an initial term of 10 years, following which iteach will be subject to automatic renewal for successive 10-year periods. Resolute Holdings may terminate either the CompoSecure Management Agreement or the Husky Management Agreement for any reason upon 180 days’ notice before the last day of the initial term or a renewal term, and no termination fee would be payable upon such termination. Each of Holdings or Husky Holdings, as applicable, and Resolute Holdings may terminate ~~the~~its respective Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require Holdings or Husky Holdings, as applicable, to pay a termination fee. The termination fee that may become payable by us in connection with these events could be significant and may have a material adverse effect on our results of operations, or if paid all or partially in shares of our Class A Common Stock, could result in significant dilution to the holders of our Class A Common Stock. We can offer no assurance that Resolute Holdings will continue to manage our business and provide services to us in the future or that we will continue to have access to Resolute Holdings’ personnel. The loss of services or departure of one or more members of Resolute Holdings’ management team could adversely affect our financial performance, business, and results of operations. See “Business —History ~~Recent~~& ~~Developments~~Structure.”

Resolute Holdings maintains a contractual as opposed to a fiduciary relationship with Holdings and Husky Holdings, and has limited liability under ~~the~~its respective Management Agreement for which ~~they~~it may be indemnified.

~~The~~Neither ~~Management~~of ~~Agreement~~the ~~does~~Management ~~not~~Agreements ~~impose~~imposes on Resolute Holdings an express or implied fiduciary duty to Holdings, Husky Holdings, any of its respective controlled affiliates or any holders of equity or voting interests in Holdings or Husky Holdings or such controlled affiliates, and under ~~the~~such Management Agreement, Resolute Holdings does not assume any responsibility other than to render to Holdings or to Husky Holdings the services called for thereunder in good faith. Under the terms of the respective Management Agreement, Resolute Holdings and its affiliates and their respective directors, officers, employees, managers, trustees, control persons, partners, stockholders and equity holders (collectively, the “Resolute Holdings Indemnified Parties”) are not liable to Holdings, or to Husky Holdings or to us or our stockholders, for any acts or omissions performed in accordance with and pursuant to, or in furtherance of, the respective Management Agreement. Holdings and Husky Holdings has each agreed to indemnify the Resolute Holdings Indemnified Parties with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (excluding certain limited documented and reasonable out-of-pocket expenses incurred in connection with investigating, preparing or defending any acts or omissions by Holdings or Husky Holdings, respectively, or its respective officers, employees or affiliates performed in accordance with, pursuant to or in furtherance of the applicable Management Agreement) arising from any acts or omissions performed in good faith in accordance with, pursuant to, or in furtherance of ~~the~~such Management Agreement and not constituting bad faith, fraud, willful misconduct, gross negligence or reckless disregard of duties, performed or not performed in good faith in accordance with and pursuant to ~~the~~such Management Agreement. Accordingly, under the management of Resolute Holdings, our business may experience poor performance or losses or incur expenses for which Resolute Holdings will not be liable.

We may have conflicts of interest with Resolute Holdings and its other affiliates.

In addition to providing management services to each of Holdings and Husky Holdings, Resolute Holdings may provide management services to other companies, including those that are in the same or similar lines of business as ours. Moreover, some of our executive officers and/or directors, including David Cote and Thomas Knott, are also executive officers and/or directors of Resolute Holdings and may serve in similar positions at other companies managed by Resolute Holdings. As a result, certain of our directors may have duties to Resolute Holdings which duties could conflict with the duties they owe to us, which could require them to recuse themselves from certain determinations, and could result in action or inaction that is detrimental to our business. In addition, we may from time to time have conflicts of interest with Resolute Holdings in its management of our business as operated through Holdings, which may arise primarily from the involvement of Resolute Holdings and its affiliates in other activities that may conflict with our business, including conflicts between our business activities as operated through Holdings and the business activities of other companies managed by Resolute Holdings. Under the Management ~~Agreement~~Agreements, Resolute Holdings and its affiliates are permitted to engage in such activities, and Resolute Holdings and its affiliates' engagement in such activities may not be favorable to us and may be contrary to our interests. These and other potential conflicts of interest between us and Resolute Holdings and its affiliates could have an adverse effect on the operation of our business.

43Risks Related to the Business of CompoSecure

Failure to retain existing customers or identify and attract new customers could adversely affect the business, financial condition and results of operations of our CompoSecure business.

The two largest customers of our CompoSecure business are JPMorgan Chase and American Express. Together, these customers represented approximately 55% and 62% of the net sales of our CompoSecure business for the years ended December 31, 2025 and 2024, respectively. The ability of our CompoSecure business to meet customers’ high-quality standards in a timely manner is critical to its business success. If our CompoSecure business is unable to provide its products and services at high quality and in a timely manner, its customer relationships may be adversely affected, which could result in the loss of customers.

The ability of our CompoSecure business to maintain relationships with customers or attract new customers may be affected by several factors beyond its control, including more attractive product offerings from competitors, widespread industry disruptions (such as adverse crypto market disruptions where failures, cybersecurity incidents, fraud or regulatory actions involving other digital asset companies reduce consumer confidence in digital assets generally and thereby could reduce demand for our CompoSecure business' Arculus products, adoption or enactment of new legislation or agency rules, and the outcomes of regulatory enforcement actions and other major litigation), pricing pressures or the financial health of these customers, many of whom operate in competitive businesses and depend on favorable macroeconomic conditions. In addition, our CompoSecure business may also be limited in the products it can offer and the pricing it can receive for such products due to restrictions present in certain of its customer contracts, which may negatively impact its ability to retain existing customers or attract new customers. If our CompoSecure business experiences difficulty retaining customers and attracting new customers, its business, financial condition and results of operations may be materially and adversely affected.

Commercializing new products can be a lengthy and complex process. If our CompoSecure business is unable to introduce new products and services in a timely manner, its business could be materially adversely affected.

The markets for the products and services of our CompoSecure business are subject to technological changes, frequent introductions of new products and services and evolving industry standards. The process for developing innovative or technologically enhanced products can deplete time, money and resources, and requires the ability to accurately forecast technological, market and industry trends. For example, our CompoSecure business has historically focused on the payment card industry, but it is a new entrant into the digital assets industry. In order to achieve successful technical execution of new products, our CompoSecure business may need to undertake time-consuming and expensive research and development activities, which could negatively impact the servicing of its existing customers. Our CompoSecure business may also experience difficult market conditions, such as the recent widespread disruptions in the digital asset industry, that could delay or prevent the successful research and development, marketing launches and consumer deployment of such newly designed products, whereby our CompoSecure business could incur significant additional cost and expense. If the products and solutions derived from the Arculus platform fail to gain market acceptance, the ability of our CompoSecure business to achieve future growth could be significantly impaired. In addition, competitors may develop and commercialize competing products faster and more efficiently than our CompoSecure business is able to do so, which could further negatively impact its business.

The product and service offerings of our CompoSecure business could be rendered obsolete if it is unable to develop and introduce innovative products in a cost-effective and timely manner. Other developing or unforeseen technology solutions and products could render our CompoSecure business’ existing products unpopular, irrelevant or obsolete altogether.

The ability of our CompoSecure business to develop and deliver new products and services successfully will depend on various factors, including its ability to: effectively identify and capitalize upon opportunities in new and emerging product markets; invest resources in innovation and research and development; develop and implement new processes for the manufacture or offer of new products or services; complete and introduce new products and integrated services solutions in a timely manner; license any required third-party technology or intellectual property rights; qualify for and obtain required industry certification for its products; and retain and hire talent experienced in developing new products and services. The business and growth of our CompoSecure business also depend in part on the success of its strategic relationships with third parties, including technology partners or other technology companies whose products are integrated with its products. Failure of any of these technology companies to maintain, support or secure their technology platforms in general, and its integrations in particular, or

errors or defects in their technologies or products, could adversely affect the relationships of our CompoSecure business with its customers, damage its brand and reputation, and could adversely affect its business, financial condition and results of operations.

Disruptions at our CompoSecure business’ primary production facility may adversely affect the business, results of operations and/or financial condition of our CompoSecure business.

A substantial portion of our CompoSecure business’ manufacturing capacity is located at its primary production facility. Any serious disruption at such facility could impair the ability of our CompoSecure business to manufacture enough products to meet customer demand, and could increase its costs and expenses and adversely affect its revenues. Its other facilities may not have the requisite equipment or sufficient capacity, may have higher costs and expenses, or may experience significant delays to adequately increase production to satisfactorily meet its customers’ expectations or requirements. Long-term production disruptions may cause its customers to modify their payment card programs to use plastic cards or to seek an alternative supply of metal cards. Any such production disruptions could adversely impact the business, financial condition and results of operations of our CompoSecure business.

A disruption in the operations or supply chain of our CompoSecure business or the performance of its suppliers, liquidity partners and/or development partners could adversely affect the business and financial results of our CompoSecure business.

As a company engaged in manufacturing and distribution, our CompoSecure business is subject to the risks inherent in such activities, including disruptions or delays in supply chain or information technology, product quality control, as well as other external factors over which our CompoSecure business has no control. Some of the key components used in the manufacture of its products are metals, NFC-enabled chips and EMV chips, which our CompoSecure business sources from several key suppliers. Our CompoSecure business obtains its components from multiple suppliers located in the United States and abroad, on a purchase order basis. Changes in the financial or business condition of its suppliers and/or development partners could subject our CompoSecure business to losses or adversely affect its ability to bring products to market. Additionally, the failure of its suppliers and/or development partners to comply with applicable standards, perform as expected, and deliver goods and services in a timely manner in sufficient quantities could adversely affect our CompoSecure business’ customer service levels and overall business. Any increases in the costs of goods and services for our CompoSecure business may also adversely affect its profit margins particularly if it is unable to achieve higher price increases or otherwise increase cost or operational efficiencies to offset the higher costs.

Additionally, our CompoSecure business partners with third-party providers to offer certain Arculus-related services to its customers, including functionality that depends on third-party service providers, such as transaction execution platforms, liquidity providers and on/off ramps. If any of these third parties experiences operational interference or disruptions, fails to perform its obligations and meet the expectations of our CompoSecure business, experiences a cybersecurity incident, becomes insolvent, fails to comply with applicable regulatory and/or licensing requirements which may evolve over time, is subject to regulatory enforcement proceedings concerning their operations or terminates their services, our CompoSecure business could be forced to restrict or discontinue certain Arculus features, including support for certain purchase and swap transactions. This could disrupt the operations of the Arculus solutions, harm our users and materially and adversely affect our business.

Furthermore, to the extent the customers of our CompoSecure business interact with third-party custodians, exchanges or other partners to purchase, swap or hold digital assets, they may face additional risks. The legal treatment of custodied digital assets in the event of a third-party partner's insolvency or bankruptcy is uncertain. Courts have not yet definitively determined whether such assets would be considered part of the custodian's bankruptcy estate. As a result, in the event of a third-party partner's failure, customers could face delayed or lost access to their digital assets, and our CompoSecure business could face reputational harm, regulatory scrutiny and potential claims, even if it does not custody these digital assets itself.

The future growth of our CompoSecure business may depend upon its ability to develop and introduce new products.

Security markets, including the market for authentication solutions, are rapidly evolving to address increasing and challenging cyber threats, including identity theft, and our CompoSecure business’ Arculus Authenticate solutions may not achieve widespread market acceptance. In addition, there is a risk that the Arculus Authenticate solutions may not provide protection against all or a sufficient amount of the ever-changing security vulnerabilities, exploits or cyber attacks.

Cybersecurity markets are experiencing significant and fast-paced technological change, evolving industry standards and customer needs. Arculus Authenticate solutions represent an innovative approach to identity protection, and may not achieve widespread market acceptance. Other methods, technologies, products or services may offer similar or better authentication solutions than our CompoSecure business’ hardware authentication solutions. If our CompoSecure business is unable to adapt to such changes, its ability to compete effectively may be adversely impacted, which could have a negative effect on the business, financial condition or results of operations of our CompoSecure business. In addition, there is a risk that the Arculus Authenticate solutions may not provide protection against all or a sufficient amount of the ever-changing security vulnerabilities, exploits or cyber attacks. Internal and external factors, including possible defects in our CompoSecure business’ products, or system failures in services provided by third parties for use with Arculus Authenticate solutions, could cause our CompoSecure business’ products and/or services to become vulnerable to security attacks which could result in the loss of identity protection for businesses and consumers. There is, therefore, a risk that the hardware authentication products of our CompoSecure business could become ineffective against evolving cybersecurity threats. Any such developments, real or perceived, may have a negative impact on the reputation of our CompoSecure business, which could have a negative effect upon its business, financial condition or results of operations.

Digital assets have the potential to be used for financial crimes or other illegal activities. Even if our CompoSecure business complies with all laws and regulations, it has no ability to ensure that its customers, partners or others to whom it licenses or sells its products and services comply with all laws and regulations applicable to them and their transactions. Any negative publicity our CompoSecure business receives regarding any allegations of unlawful uses of the Arculus Cold Storage Wallet could damage the reputation of the CompoSecure business and such damage could be material and adverse, including to aspects of its business that are unrelated to the Arculus platform. More generally, any negative publicity regarding unlawful uses of digital assets in the marketplace could materially reduce the demand for our CompoSecure business’ products and solutions derived from the Arculus platform.

The Arculus Cold Storage Wallet uses an architecture where the private keys needed to access digital assets are stored outside of the Internet. Through the use of the Arculus Cold Storage Wallet, our CompoSecure business’ three-factor authentication technology may be able to increase the safety of users’ assets during storage, as compared to storing such digital assets in a hot storage wallet, which is constantly connected to the internet. Further, digital assets are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the public network. There is no guarantee that these security measures or any that our CompoSecure business may develop in the future will be effective. Notwithstanding the increased security of the Arculus Cold Storage Wallet as compared to a hot storage wallet system, any loss of private keys, or hack or other compromise or failure of, the Arculus Cold Storage Wallet and its security features could materially and adversely affect the ability of our CompoSecure business’ customers to access or sell their digital assets and could cause significant reputational harm to our CompoSecure business’ Arculus Cold Storage Wallet business, which could have a material adverse effect on the business, financial condition and results of operations of our CompoSecure business.

Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects the business, prospects or operations of our CompoSecure business.

Regulatory uncertainty surrounds the digital asset environment, and the regulatory classification of such digital assets.

The occurrence of adverse market events, such as bankruptcies of prominent digital asset entities (like FTX), may increase regulatory scrutiny and may prompt new compliance requirements that could adversely affect the ability of our CompoSecure business to develop and offer digital asset-related services and products, such as the Arculus Cold Storage Wallet, or impose significant costs on our CompoSecure business.

U.S. regulators, courts and lawmakers alike are grappling with these questions, and the legal landscape remains uncertain.

While actions taken by President Trump following his January 2025 inauguration have appeared to signal the beginning of a much more favorable U.S. governmental approach to digital assets, legal and regulatory uncertainty remains, including concerning the regulatory characterization and treatment of various digital asset-related products, services, platforms, markets and activities, including decentralized finance (“DeFi”) and decentralized autonomous organizations (“DAOs”), all of which have drawn attention of regulators and private plaintiffs in recent years.

Laws and regulations regarding digital asset management, if enacted and found to be applicable to our CompoSecure business, may require it to modify its products and services and could adversely affect its business.

In addition to the U.S. regulatory questions before the courts, multiple Congressional digital asset-related bills have been published, including some with a focus on digital asset market structure. While multiple bills describe joint oversight by the SEC and CFTC over the digital assets markets and focus on market structure, at this time, it is unclear whether any of these bills ultimately will become law. Even if any such bill becomes law, its implementation may will require significant follow-on rulemaking by U.S. federal agencies. In addition, such laws may be inconsistent with, may conflict with or may be less favorable to the digital asset industry and to the Arculus Cold Storage Wallet and Arculus solutions than the guidance currently or previously announced by such U.S. federal regulators.

In addition, following passage of any such digital asset related laws, such laws may be amended, repealed or even replaced by future laws. For instance, the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”), the first comprehensive, U.S. federal law concerning permitted payment stablecoins, was signed into law in July 2025. The GENIUS Act directs certain U.S. federal regulators, including banking regulators, to promulgate implementing rules and regulations; however, no such final rules or regulations have yet been adopted. In addition, current negotiation by Congress of digital asset market structure legislation includes calls by some U.S. federal lawmakers to revisit or modify terms of the GENIUS Act, including concerning whether yield may be paid on stablecoins. As such, the full legal landscape applicable to stablecoins remains uncertain.

Furthermore, to the extent that the Arculus Cold Storage Wallet or any other Arculus solution supports any stablecoins, the customers of our CompoSecure business may be exposed to risks specific to such digital assets. These include the risk that a stablecoin issuer fails to maintain sufficient reserve assets to back the stablecoin, or that failures by banks or other counterparties holding those reserves could cause the stablecoin to lose its value or “de-peg” from its reference asset, exposing users to losses. As described above, the regulatory landscape for stablecoins is evolving rapidly, which could impose significant new compliance costs on our CompoSecure business and its partners. Additionally, if a stablecoin supported by any of the Arculus solutions is alleged to be used for illicit activity, our CompoSecure business could suffer reputational harm.

Following the election of President Trump, the SEC and the CFTC have published guidance, including in the form of certain no-action relief, concerning the application of U.S. federal laws governing commodities and securities to digital assets. In the absence of a comprehensive U.S. federal law governing digital assets market structure, however, such agency guidance and any forthcoming rules and regulations could be subject to litigation, including potential allegations that such agencies exceeded their statutory authority when issuing or promulgating such guidance.

Moreover, given recent geopolitical conflict and instability, certain U.S. legislators and regulators have signaled heightened concerns about national security and the importance of “know your customer” (“KYC”), anti-money laundering (“AML”), counter financing of terrorism (“CFT”) and sanctions checks and compliance, including concerns about potential use by certain terrorist groups of digital assets to fund their operations or evade U.S. sanctions. In addition to the introduction of potential digital asset-focused legislation in Congress aimed at addressing such concerns, regulators have focused on enforcement. In 2022 and 2023, OFAC sanctioned digital assets market participants alleged to have supported sanctioned countries and/or terrorist operations, and, in 2023, the U.S. Treasury’s FinCEN, pursuant to seldom-used powers granted to it under Section 311 of the USA PATRIOT Act, designated an entire class of transactions, namely transactions associated with digital asset mixers, as being of primary money laundering concern. At present, as a result of litigation concerning the virtual currency mixer known as Tornado Cash, uncertainty exists concerning the ability of OFAC to impose sanctions in the digital asset space.

In addition, the U.S. Treasury, the IRS and other agencies also continue to consider and propose new rules and guidance applicable to digital assets, such as regulations on tax information reporting and withholding obligations, potential implementation of a global standard to improve tax compliance and IRS access to information concerning U.S. taxpayers’ digital asset-related transactions outside of the U.S. Complying with these and other new reporting rules may require substantial investment in new compliance processes and systems, and any failure to comply could expose our CompoSecure business or its partners to potential taxes and penalties.

In sum, the U.S. federal regulators and courts, and various U.S. state and non-U.S. regulators, are still developing their frameworks for regulating digital assets. If our CompoSecure business is found to have supported purchase and swap transactions in the Arculus Cold Storage Wallet for digital assets which subsequently are determined to be securities, it is possible that our CompoSecure business could be viewed as inadvertently acting as an unlicensed broker-dealer which could subject our CompoSecure business to, among other things, regulatory enforcement actions, censure, monetary fines, restrictions on the conduct of its Arculus activities and/or rescission/damages claims by customers who use the Arculus Cold Storage Wallet. The failure of our CompoSecure business to comply with applicable laws or regulations, or the costs associated with defending any action alleging its noncompliance with applicable laws or regulations, could materially and adversely affect our CompoSecure business and its results of operations.

digital asset or assess its tax treatment, our CompoSecure business may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect the business, operating results, and financial condition of our CompoSecure business.

In order to determine whether a particular digital asset is a security (or whether transactions in such digital assets would constitute an offer or sale of a security), prior to supporting purchase and swap transactions on the Arculus Cold Storage Wallet in such digital asset, our CompoSecure business relies upon legal and regulatory analysis of legal counsel with expertise in the digital asset industry. While the methodology that our CompoSecure business has used, and expects to continue to use, to determine if purchase and swap transactions in a digital asset will be supported in the Arculus Cold Storage Wallet is ultimately a risk-based assessment, it does not preclude legal or regulatory action based on the presence of a security, including actions by state authorities or private plaintiffs. At present, certain high-profile securities class actions remain before courts in the U.S. While, in the absence of fraud or crime, the SEC’s stance under the current Presidential administration appears to have shifted away from digital asset-related enforcement efforts, and key SEC staff have attempted to clarify certain circumstances under which they believe that transactions in digital assets would not constitute transactions in securities, the case law precedent in the U.S. is not necessarily favorable to digital asset market participants or consistent with such changed SEC views. As such, risks remain that courts in the U.S. may rule in ways that are not consistent with, or that may conflict with, current SEC views concerning regulations of digital assets.

Because the Arculus Cold Storage Wallet may facilitate purchase and swap transactions in digital assets that could be classified as transactions in “securities,” our CompoSecure business may be subject to additional risk because such digital assets are subject to heightened scrutiny, including under customer protection, anti-money laundering, counter terrorism financing and sanctions regulations. To the extent the Arculus Cold Storage Wallet supports purchase and swap transactions in any digital assets that are deemed to be securities under any of the laws of the U.S. or another jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences. To counter such risks, our CompoSecure business may have to remove Arculus Cold Storage Wallet support for purchase and swap transactions in certain digital assets if and when such digital assets are designated as securities, which could hurt sales of its Arculus products and services. Alternatively, our CompoSecure business may be required to partner with third-party registered securities broker/dealers to facilitate securities trading by Arculus customers, and our CompoSecure business may be unsuccessful in efforts to establish such a partnership.

In addition, our CompoSecure business does not currently intend to effect or otherwise facilitate trading in securities by its Arculus customers through the use of its Arculus Cold Storage Wallet if such activities would require the use of a registered broker-dealer or investment adviser. Despite implementing policies and procedures to monitor compliance with relevant laws, with a goal of ensuring that its Arculus activities do not result in our CompoSecure business inadvertently acting as an unregistered broker-dealer or investment advisor, our CompoSecure business cannot assure that these measures will be completely effective. Should regulators challenge the stance of our CompoSecure business regarding its non-obligations under various securities regulations, this could have a material and adverse impact on the operations of our CompoSecure business. If our CompoSecure business is found by relevant regulatory agencies to have inadvertently acted as an unregistered broker-dealer with respect to purchase and swap transactions in particular digital assets, our CompoSecure business would expect to immediately cease supporting purchase and swap transactions in those digital assets unless and until either the digital asset at issue is determined by the SEC or a judicial ruling to not be a security, or our CompoSecure business partners with a third-party registered broker-dealer or investment adviser, acquires a registered broker-dealer or investment adviser or registers as a securities broker-dealer or investment adviser, any of which our CompoSecure business may elect not to do or may not be successful in doing. For any period of time during which our CompoSecure business is found to have inadvertently acted as an unregistered broker-dealer or investment adviser, our CompoSecure business could be subject to, among other things, regulatory enforcement actions, monetary fines, censure, restrictions on the conduct of its Arculus activities and/or rescission/damages claims by customers who use the Arculus Cold Storage Wallet. The failure of our CompoSecure business to comply with applicable laws or regulations, or the costs associated with defending any action alleging our CompoSecure business’ noncompliance with applicable laws or regulations, could materially and adversely affect our CompoSecure business and its results of operations.

Our CompoSecure business believes the storage and peer-to-peer/send & receive functionality provided by the Arculus Cold Storage Wallet does not involve any purchase, sale or other transaction effected by our

CompoSecure business (or any party other than the sender and the recipient). Further, our CompoSecure business is not compensated for such user-directed activities. However, regulators may determine that user-directed peer-to-peer transfers using the Arculus Cold Storage Wallet, or other Arculus-related activities would require registration and compliance with broker-dealer and/or securities exchange regulations.

Regulatory risks of operating as an unregistered exchange or as part of an unregistered exchange mechanism

Any venue that brings together purchasers and sellers of digital assets that are characterized as securities in the United States is generally subject to registration as a national securities exchange, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (or ATS). To the extent that any venue accessed via the Arculus Cold Storage Wallet is not so registered (or appropriately exempt), our CompoSecure business may be unable to permit continued support for purchase and swap transactions for digital assets that become subject to characterization as securities and due to operation of an unregistered exchange or as part of an unregistered exchange mechanism, our CompoSecure business could be subject to significant monetary penalties, censure or other actions that may have a material and adverse effect on our CompoSecure business. While our CompoSecure business does not believe that the Arculus Cold Storage Wallet, which facilitates purchase and swap transactions in certain digital assets, is itself a securities exchange or ATS or is part of an unregistered exchange mechanism, regulators may determine that this is the case, and our CompoSecure business would then be required to register as a securities exchange or qualify and register as an ATS, either of which could cause our CompoSecure business to discontinue its purchase and swap support for such digital assets or otherwise limit or modify Arculus Cold Storage Wallet functionality or access.

Production quality and manufacturing process disruptions could adversely affect our CompoSecure business.

The products and technological processes of our CompoSecure business are highly complex, require specialized equipment to manufacture and are subject to strict tolerances and requirements. Our CompoSecure business has experienced in the past, and may experience in the future, production disruptions due to machinery or technology failures, or as a result of external factors such as delays or quality control issues regarding materials provided by its suppliers. Utilities interruption or other factors beyond the control of our CompoSecure business like natural disasters may also cause production disruptions. Such disruptions can reduce product yields and product quality, or interrupt or halt production altogether. Any such event could adversely affect the business, financial condition and results of operations of our CompoSecure business.

The failure of our CompoSecure business to operate in compliance with the security standards of the payment card industry or other industry standards applicable to its customers, such as payment networks certification standards, could adversely affect our CompoSecure business.

Many customers of our CompoSecure business issue their cards on the payment networks that are subject to the security standards of the payment card industry or other standards and criteria relating to product specifications and supplier facility physical and logical security that our CompoSecure business must satisfy in order to be eligible to supply products and services to such customers. The contractual arrangements of our CompoSecure business with its customers may be terminated if it fails to comply with these standards and criteria.

Our CompoSecure business make significant investments in its facilities in order to meet these industry standards, including investments required to satisfy changes adopted from time to time in industry standards. Our CompoSecure business may become ineligible to provide products and services to its customers if it is unable to continue to meet these standards. Many of the products and services of our CompoSecure business are subject to certification with one or more of the payment networks. Our CompoSecure business may lose the ability to produce cards for or provide services to banks issuing credit or debit cards on the payment networks if it were to lose its certification from one or more of the payment networks or payment card industry certification for one or more of its facilities. If our CompoSecure business is not able to produce cards for or provide services to any or all of the issuers issuing debit or credit cards on such payment networks, it could lose a substantial number of its customers, which could have a material adverse effect on the business, financial condition and results of operations of our CompoSecure business.

Product liability and warranty claims and their associated costs may adversely affect our CompoSecure business.

The nature of our CompoSecure business’ products is highly complex. As a result, our CompoSecure business cannot guarantee that defects will not occur from time to time. Our CompoSecure business may incur extensive costs as a result of these defects and any resulting claims. For example, product recalls, writing down defective inventory, replacing defective items, lost sales or profits, and third-party claims can all give rise to costs incurred by us. We may also face liability for judgments and/or damages in connection with product liability and warranty claims. CompoSecure business’ reputation could be damaged if defective products are sold into the marketplace, which could result in further lost sales and profits. To the extent that our CompoSecure business relies on purchase orders to govern its commercial relationships with its customers, it may not have specifically negotiated the allocation of risk for product liability obligations. Instead, our CompoSecure business typically relies on warranties and limitations of liability included in its standard forms of order acceptance, invoice and other contract documents with its customers. Similarly, our CompoSecure business obtains products and services from suppliers, some of which also use purchase order documents which may include limitations on product liability obligations with respect to their products and services. As a result, our CompoSecure business may bear all or a significant portion of any product liability obligations rather than transferring this risk to its customers. The reputation of our CompoSecure business would be harmed and there could be a material adverse effect on the business, financial condition and results of operations of our CompoSecure business if any of these risks materialize.

The international sales of our CompoSecure business subject it to additional risks that can adversely affect its business, operating results and financial condition.

During each of 2025 and 2024, our CompoSecure business derived 14% and 18% of its revenue from sales to customers located outside the U.S. To the extent the business is unable to engage with non-U.S. customers effectively, it may be unable to grow sales with international customers.

The international operations of our CompoSecure business subject it to a variety of risks and challenges, including:

• fluctuations in currency exchange rates may impact the affordability of our products;

• general economic and geopolitical conditions, including wars, in each country or region;

• compliance with U.S. and foreign laws and regulations imposed by other countries on foreign operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on its ability to sell its products in certain foreign markets, and the risks and costs of non-compliance.

Additionally, further escalation of geopolitical tensions could have a broader impact that extends into other markets where our CompoSecure business does business. Any of these risks could adversely affect the international sales of our CompoSecure business, reduce its international revenues or increase its operating costs, adversely affecting the business, financial condition and operating results of our CompoSecure business.

Our CompoSecure business relies on licensing arrangements in production and other fields, and actions taken by any of its licensing partners could have a material adverse effect on our CompoSecure business.

Some products of our CompoSecure business integrate third-party technologies that it licenses or otherwise obtains the right to use. Our CompoSecure business has entered into licensing agreements that provide access to technology owned by third parties. The terms of the licensing arrangements vary. These different terms could have a negative impact on the performance of our CompoSecure business to the extent new or existing licensees demand a greater proportion of royalty revenues under the licensing arrangements of our CompoSecure business. Additionally, such third parties may not continue to renew their licenses with our CompoSecure business on similar terms or at all, which could negatively impact its net sales. If our CompoSecure business is unable to continue to successfully renew these agreements, it may lose its access to certain technologies relied upon to develop certain of its products. The loss of access to those technologies, if not replaced with internally-developed or other licensed technology, could have a material adverse effect on our CompoSecure business and its results of operations.

Risks Related to the Business of Husky

The results of operations of the Husky business are reliant on unpredictable customer purchasing trends.

The financial results of the Husky business are impacted by customer purchasing trends and the timing of converting orders into sales, which can be unpredictable, and therefore can lead to variations in and uncertainties regarding financial results from period to period (including seasonality). Sales from individual customers may vary relative to total sales and demand for products offered by our Husky business may fluctuate in any given period based on customers’ individual needs, the type of product, and size of the order. In addition, sales are impacted by the timing of when orders are placed and the length of time required to convert these orders into recognized revenue. The conversion cycle can range from several weeks to several months. Furthermore, sales are primarily recognized upon the shipment or transfer of control of goods to customers, which may involve meeting multiple criteria after manufacturing is completed. Such factors include but are not limited to, pre-shipment written acceptance from the customer, changes in the customer’s need-by-date, and logistical timing, which is impacted by shipment terms. Revenue recognition may shift between periods based on these factors.

Growth in emerging markets may impact the sales of the Husky business.

The products produced by the Husky business are sold into emerging markets. Urbanization and a growing middle class are key growth catalysts in emerging markets, as an increase in disposable income generally leads to an increased demand for food and beverages, and essential services such as healthcare. Our results of operations could be adversely affected if the expected growth in urbanization and the middle class in these emerging markets slows or is significantly altered.

There is no certainty that the Husky business will be able to manage fluctuations in raw materials.

The largest material purchase for the Husky business is for tooling stainless steel. Price movements in steel are largely dependent on the steel commodity price index. In addition, the Husky business is indirectly exposed to the price of steel used by its suppliers for purchased steel component parts. Historically, price fluctuations in the cost of steel have been mitigated by purchasing steel from a variety of global suppliers and through price increases of products offered by our Husky business when possible. However, there is no certainty that the Husky business will be able to manage future fluctuations in the steel price in the same manner and therefore our results of operations may be impacted.

Failure of suppliers to deliver in a timely and cost-effective manner would adversely impact our operations.

The Husky business has a global supply chain, including a network of suppliers and distribution and manufacturing facilities. Product quality and reliability are determined in part by factors that are not entirely within our control. The Husky business depends on suppliers for parts and components that meet our standards. If suppliers fail to meet these standards, the Husky business may not be able to deliver the quality products that its customers expect which may adversely affect our financial condition. The supply chain is subject to stress by increased demand and other global events that have put additional pressures on manufacturing output and freight lanes. This has resulted in and could continue to result in disruptions to the supply chain; difficulty in procuring or the inability to procure components and materials necessary for products, solutions, and services; inflationary cost increases for commodities, components, and freight services; international trade policies including with respect to tariffs; and delays in delivering, or an inability to deliver, the products, solutions and services to the customers of the Husky business on a timely basis. The Husky business continues to manage its end-to-end supply chain, from sourcing to production to customer delivery, with a particular focus on all critical and at-risk suppliers and supplier locations globally, along with revising the existing supply chain to source critical components and parts closer to its manufacturing facilities to further reduce the supply chain business risk. However, these efforts may not be successful, and further delays in the receipt of goods, or other unanticipated impacts to the supply chain, including on direct imports or goods purchased domestically, or on the customers of the Husky business, could have a more significant impact on future business (including sales), and we are continuing to monitor this evolving situation.

The Husky business is subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. The Husky business could face serious consequences for violations, which could harm our business.

The Husky business is subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls and anti-corruption and anti-money laundering laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and other state and national anti-bribery and anti-money laundering laws in the regions in which the Husky business conducts its operations.

Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

The Husky business may face exposure to adverse movements in foreign currency exchange rates.

The Husky business operates in international markets and, accordingly, the competitiveness of the Husky business and our financial results are or will be subject to foreign currency fluctuations where revenues and costs are denominated in currencies other than U.S. dollars. For example, a large percentage of the expenses of the Husky business are incurred in Canadian dollars, while a large percentage of its revenues are denominated in U.S. dollars.

Increases in the value of the Canadian dollar relative to the U.S. dollar could have a material adverse effect on the overall competitiveness of the products and services of the Husky business and, therefore, on our financial results. In addition, the equipment selling prices of the Husky business are largely denominated in U.S. dollars or Euro, and any material decline in the value of a customer’s base currency relative to the U.S. dollar or Euro may have a material adverse effect on our sales volumes and operating margins. The Husky business is also exposed to currency movements for other currencies, including the Japanese Yen and Chinese Renminbi. The Husky business competes against equipment manufacturers domiciled in various countries. These competitors benefit when the currency of their cost base depreciates against the U.S. dollar. Historically, Husky has regularly entered into foreign exchange forward contracts primarily to reduce its exposure to Canadian dollar currency rate fluctuations, which have typically been limited to a maximum of a two-year period.

The significant international operations of the Husky business subject us to risks inherent in doing business in foreign jurisdictions.

The significant international operations of the Husky business subject us to risks associated with operating in foreign jurisdictions, such as unfavorable political, regulatory, economic, labor and tax conditions. The Husky business is a global business with a significant portion of its operations and revenue outside of North America.

The international operations of the Husky business, such as its manufacturing operations and other facilities in Brazil, China, India, Luxembourg, Mexico and Russia, are subject to risks inherent in doing business in foreign countries, including, among others:

• potential imposition of restrictions on investments;

• requirements of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of its business operations;

• the imposition by the U.S. government and foreign governments of trade barriers such as tariffs, quotas, preferential bidding and import restrictions;

• preferential bidding and import restrictions;

• potential staffing difficulties and labor disputes;

• managing and obtaining support and distribution for local operations;

• increased costs of transportation or shipping;

• credit risk and financial conditions of local customers and distributors;

• risk of nationalization of private enterprises by foreign governments;

• potential adverse tax consequences; and

• potential difficulties in protecting intellectual property.

The Husky business may be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which the Husky business operates. In addition, the Husky business may from time to time be subject to limitations on its ability to transfer funds between countries without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce revenue or profits and have a material adverse effect on our financial condition, results of operations and cash flows.

If the Husky business is unable to continue the technological innovation and successful introduction of new products into the market, customers may delay their orders or turn to other manufacturers.

The industry and the markets into which the Husky business sells its products experience periodic technological change and ongoing product improvements. The competitors of the Husky business may also introduce new generations of their products or the customers of the Husky business may require new technological and increased performance specifications that would require the Husky business to develop new products or adversely affect the demand for its existing products. Our future growth depends on the ability of the Husky business to gauge the direction of the commercial and technological progress in all key markets, and on the ability of the Husky business to successfully develop, manufacture and market new products. Difficulties or delays in identifying viable new products, research, development or production of new products or failure to gain regulatory approval, intellectual property protection or market acceptance of new products and technologies may reduce future sales and adversely affect our competitive position. Additionally, the Husky business may be unable to identify, develop and market new products and technology on a timely basis that gain customer acceptance over its existing products and successfully compete with the products of its competitors, which may diminish our growth prospects, profit margins and our competitive position. While Husky has historically committed significant funds to research and development spending each year, there can be no assurance that historical spending levels will be sustained or that the products and processes developed will be commercially successful, will generate an acceptable return on investment or will be accepted by the customers of the Husky business. If the Husky business fails to keep pace with evolving technological innovations, our business, financial condition or results of operations could be materially adversely affected.

If the use of plastic as a packaging material declines, it could materially adversely affect the business, financial condition or results of operations of our Husky business.

The vast majority of the sales of the Husky business is realized from the sale of equipment and services to the plastic packaging market. Any reduction in the usage of plastic packaging and, in particular, Polyethylene Terephthalate (“PET”) packaging, by consumers will likely result in the reduction of the sales of equipment and services of the Husky business, which could have a material adverse effect on our business, financial condition or results of operations. Factors that could result in a decline in the usage of plastic packaging include:

• The perception of the recyclability and environmental impact of plastic packaging. The recyclability and environmental impact of plastic packaging, such as PET water containers, may be perceived negatively by environmental groups, customers and government regulators, primarily in markets where these products are typically disposed of instead of recycled. For example, according to The Reloop Platform, in 2018, 97% of PET containers used by consumers were returned to the deposit return system in Germany, and in 2019, 94% and 92% of PET containers used by consumers were returned to the deposit return system in Denmark and Lithuania, respectively. By contrast, in the United States, according to the National Association for PET Container Resources, only 26.6% by weight of the PET containers used by consumers were recovered in 2020, whereas the recycling rate in the United States was 45.2% for aluminum cans in the same year.

• Environmental legislation. A number of governmental authorities have enacted, or are expected to consider, legislation aimed at reducing the environmental impact of plastic packaging. These legislative efforts have been lobbied for and supported by environmental advocacy groups. These proposals and legislation have included mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material, requiring retailers or manufacturers to develop a recycling infrastructure and has led to increased scrutiny of the use of plastics, especially for bottled water. Legislative and other changes aimed at reducing the environmental impact of plastic packaging may result in increased costs associated with plastic packaging and/or reduced demand for such packaging.

• Environmental advocacy. Increasing environmental advocacy, via efforts to change government policy and via litigation, exert pressure on the plastics industry. With respect to government policy, environmental advocacy groups, NGOs and others have called for more stringent restrictions on plastic production and use, including through caps on plastic production, restrictions on certain categories of plastic products and, in some cases, outright bans. In parallel, environmental advocacy is increasingly pursued by private as well as government actors through strategic litigation, often aimed at challenging corporate conduct, public communications, or alleged misrepresentations relating to plastics and recycling. Each of these could increase the costs associated with plastic packaging and/or reduce the demand for such packaging.

• Scrutiny of public statements regarding plastics. There is a growing trend towards stricter scrutiny of advertising and other business communications relating to the environmental attributes, sustainability or recyclability of products, particularly plastics. This heightened scrutiny by regulators, consumer protection bodies and advocacy organizations coincides with the proliferation of environmental, social and governance (ESG) disclosure and reporting requirements worldwide, which have increased both the volume and visibility of environmental claims made by companies. The increased threat of litigation or other challenges for producers of plastic packaging could result in increased costs associated with plastic packaging and/or reduce the demand for such packaging.

• Health and safety concerns. Media reports on possible health risks associated with certain plastics have prompted general consumer concerns regarding the safety of plastic packaging and containers. National and international governmental organizations responsible for consumer safety have continued to recognize the safety of PET. However, if consumer perceptions of the safety of PET shift, the usage of PET as a packaging material may decline. In addition, if any new scientific evidence suggests that PET is unsafe, or any regulatory agency issues new interpretations of existing evidence that limit or lead to prohibitions on the use of PET as packaging for tooling and aftermarket products and services, there could be a decline in the use of PET packaging. In addition, the Husky business may become subject to product liability or other lawsuits, heightened regulatory oversight or new laws, any of which may materially adversely affect our business, financial condition or results of operations.

• The relative advantages of plastic packaging compared with other materials, such as glass, metal and paper. Glass, metal and paper may be regarded as alternative materials for packaging. Although plastic packaging may have several competitive advantages over these alternative packaging materials, advances in the production process or technology of competing packaging materials, or material cost decreases in such packaging materials, may erode plastic packaging’s competitive advantages.

Any of the foregoing factors and other factors, including those unknown to us, could result in a decline in the usage of plastic packaging and our business, financial condition or results of operations could be materially adversely affected.

If products offered by our Husky business fail to perform or fail to meet customer requirements or expectations, we could incur significant additional costs.

The manufacture of products offered by our Husky business involves highly complex processes. The customers of the Husky business specify quality, performance and reliability standards that the Husky business is required to meet. Product quality and reliability are determined in part by factors that are not entirely within our

control. For instance, the Husky business depends on its suppliers for raw materials and components that meet our standards.

The Husky business relies on the timely delivery of raw materials and components that meet our standards for the continued production and delivery of products and services, and any inability to obtain such raw materials and components could impede the ability of the Husky business to manufacture and deliver its products and services as it requires.

If the products of the Husky business do not meet our standards, we may be required to replace or rework the products or incur warranty expenses. In some cases, these products may contain undetected defects or flaws that only become evident after shipment. In the past, Husky has proactively replaced parts in the field that have experienced a high rate of failure. Any future product quality, performance or reliability problems or defects could result in significant costs associated with the repair, removal, collection or destruction of the defective product, an increase in warranty expense, the write-down or destruction of inventory, lost sales, cancellations or rescheduling of orders for these products.

The Husky business may also be the target of product liability lawsuits. If a person were to bring a product liability suit against one of the customers of the Husky business, such customer may attempt to seek contribution from us. A person may also bring a product liability claim directly against us. A successful product liability claim or series of claims against us in excess of its insurance coverage for payments, for which we are not otherwise indemnified, could have a material adverse effect on our business, financial condition or results of operations.

A significant product defect or product liability case could also result in adverse publicity, damage to the reputation of the Husky brand or our business, and/or a loss of customer confidence.

New or increased taxes or other governmental regulations targeted to decrease the consumption of certain type of beverages may adversely affect our Husky business.

Public health officials and government officials have become increasingly concerned about the public health consequences associated with over-consumption of certain types of beverages, such as sugar beverages and others sold or packaged by certain customers of the Husky business. Possible new federal, state or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of these beverages, such as restrictions or bans including those that have been proposed or adopted in the past, may significantly reduce demand for sugar related beverages, which could in turn affect demand for products offered by our Husky business from certain of its current or potential customers. For example, Mexico recently implemented a tax on certain sugar sweetened beverages and members of the U.S. Congress have raised the possibility of a federal tax on the sale of certain beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters. Some state and local governments are also considering similar taxes, and San Francisco, California and Philadelphia, Pennsylvania have enacted such a tax. If enacted, such taxes could materially adversely affect our business and financial results. Additionally, France and the United Kingdom have introduced taxes on drinks with added sugar and artificial sweeteners that companies produce or import. The imposition of such taxes in the future may decrease the demand for certain soft drinks and beverages that the customers of the Husky business produce, which may cause its customers to respond by decreasing their purchases of products offered by our Husky business. Consumer tax legislation and future attempts to tax sugar or energy drinks by other jurisdictions could reduce the demand for products offered by our Husky business and adversely affect our profitability.

Patents may not prevent competitors from making and selling products that are similar to the products of the Husky business.

The competitors of the Husky business make and sell products similar to products offered by our Husky business. Competitors’ products may not infringe the claims of the patents of the Husky business or, even if they do, we may determine that it is not worth the time, money and risk to pursue such infringement claims against them. In general, many patents that are asserted in litigation are found to be invalid. Moreover, patents issued outside Canada or the United States may not have as broad a scope as Canadian or U.S. patents or may be more difficult to enforce,

and in any case, patents expire. For all these reasons, the patents of the Husky business may not effectively enable us to prevent competitors from making and selling products that are competitive with the products of the Husky business.

Some customers of our Husky business have been sued for patent infringement in connection with a specific design of products made using molds purchased from Husky, and in the future the Husky business could face similar lawsuits.

Certain customers of our Husky business have been sued for patent infringement in connection with certain products that they manufactured using molds purchased from Husky. The Husky business could face similar claims in the future. If such lawsuits prevail, the Husky business could be forced to stop selling one or more molds used by customers to make such products or be required to pay past or ongoing royalties. Even if such lawsuits do not prevail, we could be forced to spend significant amounts of time and money opposing claims of infringement and relationships with the customers of the Husky business could be harmed. Some customers of our Husky business have asked Husky to indemnify them in connection with such claims, and other customers could make similar requests in the future. Our Husky business refused such requests, as Husky believed that it was not responsible for infringement claims based upon our customers’ product designs. The Husky business generally seeks to avoid any obligations to indemnify customers for intellectual property claims against them that are based upon products that they manufacture using molds purchased from the Husky business; however, it is possible that we may be required to indemnify certain customers in certain instances. In light of infringement claims against the customers of the Husky business for which Husky has refused requests for indemnity, certain customers of the Husky business could decide to purchase affected molds from competitors or otherwise reduce their business with the Husky business, or they could bring suits against us seeking reimbursement for losses and damages in connection with such infringement claims.

Unanticipated changes in tax provisions, variability of quarterly and annual effective tax rates, the adoption of new tax legislation or exposure to additional tax liabilities could impact our financial performance.

The global operations and entity structure of the Husky business results in a complex tax structure where it is subject to income and other taxes in numerous jurisdictions. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws or their application or interpretation, changes in rates or other regulatory actions regarding taxes, and the extent to which the Husky business is able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly impact the effective income tax rate of the Husky business in the future. The effective income tax rate may also be impacted by the recognition of discrete income tax items, such as required adjustments to the liabilities for uncertain tax positions or deferred tax asset valuation allowance. A significant increase in the effective income tax rate of the Husky business could have an adverse impact on our earnings. The Husky business is also subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with the intercompany charges of the Husky business, cross jurisdictional transfer pricing or other matters, and may assess additional taxes as a result. There can be no assurance that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in Husky’s income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to our tax liabilities.

The Husky business is subject to other market risks.

The Husky business has historically been subject to interest rate risk primarily through the its long-term floating rate debt. Additionally, the financial assets of the Husky business are exposed to credit risk consisting primarily of cash and cash equivalents, accounts receivable and derivatives with positive fair values. The customers of the Husky business are geographically diversified with no concentration of receivables by customer or geography. The Husky business manages its accounts receivable credit risk by analyzing the counterparties’ financial condition prior to entering into an agreement, establishing credit limits and obtaining cash, letters of credit or other acceptable

forms of security from customers to provide credit support, based on such analysis of the customer and the terms and conditions applicable to each transaction. However, significant changes in the financial condition of the counterparties of the Husky business could impact their ability to satisfy their contractual obligations to the Husky business, which could have material adverse impacts on our financial condition and results of operations.

Risks Related to the Tax Receivable Agreement

Our only significant asset is our ownership interest in Holdings, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations, including our obligations under the Tax Receivable Agreement.

We have no direct operations and no significant assets other than our ownership interest in Holdings. We will depend on Holdings for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, to pay any dividends with respect to our Class A Common Stock, and to satisfy our obligations under the Tax Receivable Agreement. The financial condition and operating requirements of Holdings may limit our ability to obtain cash from Holdings. The earnings from, or other available assets of, Holdings may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations, including our obligations under the Tax Receivable Agreement.

We may be required to pay certain parties for most of the realized benefits relating to any additional tax depreciation or amortization deductions that we may claim.

In connection with the merger with Roman DBDR Tech Acquisition Corp. ("Roman DBDR") completed in December 2021 (the "Roman DBDR Business Combination"), we entered into the Tax Receivable Agreement with Holdings and the TRA Parties (as defined therein). The Tax Receivable Agreement provides for the payment by us to certain TRA Parties of 90% of the benefits, if any, that we are deemed to realize (calculated using certain assumptions) as a result of (i) our allocable share of existing tax basis in the assets of Holdings and its subsidiaries acquired (A) in the Roman DBDR Business Combination and (B) upon sales or exchanges of Holdings Units pursuant to the Exchange Agreement after the Business Combination, (ii) certain increases in tax basis that occurred as a result of (A) the Roman DBDR Business Combination and (B) sales or exchanges of Holdings Units pursuant to the Exchange Agreement after the Business Combination, and (iii) certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement. These tax attributes may increase (for tax purposes) our depreciation and amortization deductions and, therefore, may reduce the amount of tax that we would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of such tax attributes, and a court could sustain such a challenge. Such tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. Actual tax benefits realized by us may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligations under the Tax Receivable Agreement are an obligation of ours, but not of Holdings. We expect to benefit from the remaining 10% of realized cash tax benefits. While the amount of existing tax basis, the anticipated tax basis adjustments, and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the price of shares of our Class A Common Stock at the time of exchanges, and the amount and timing of our income, we expect that as a result of the size of the transfers and increases in the tax basis of the tangible and intangible assets of Holdings and our possible utilization of tax attributes, the payments that the Company may make under the Tax Receivable Agreement will be substantial.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

Our payment obligations under the Tax Receivable Agreement may be accelerated in the event of certain changes of control and will be accelerated in the event it elects to terminate the Tax Receivable Agreement early. The accelerated payments will relate to all relevant tax attributes that would subsequently be available to us. The accelerated payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to 15% per annum (as amended in September 2024) of all future payments that TRA Parties would have been entitled to receive under the Tax Receivable Agreement, and such accelerated payments and any other future payments under the Tax Receivable Agreement will utilize certain valuation assumptions, including that we will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement, as well as sufficient taxable

4433

~~tax basis and other benefits related to entering into the Tax Receivable Agreement, as well as sufficient taxable~~ income to fully utilize any remaining net operating losses subject to the Tax Receivable Agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses and the five-year period after the early termination or change of control. In addition, recipients of payments under the Tax Receivable Agreement will not reimburse us for any payments previously made under the Tax Receivable Agreement if such tax basis and our utilization of certain tax attributes is successfully challenged by the IRS (although any such detriment would be taken into account in future payments under the Tax Receivable Agreement). Our ability to achieve benefits from any existing tax basis, tax basis adjustments or other tax attributes, and the payments to be made under the Tax Receivable Agreement, will depend upon a number of factors, including the timing and amount of our future income. As a result, even in the absence of a change of control or an election to terminate the Tax Receivable Agreement, payments under the Tax Receivable Agreement could be in excess of 90% of our actual cash tax benefits.

Accordingly, it is possible that the actual cash tax benefits realized by us may be significantly less than the corresponding Tax Receivable Agreement payments or that payments under the Tax Receivable Agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits. There may be a material negative effect on our liquidity if the payments under the Tax Receivable Agreement exceed the actual cash tax benefits that we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or payments to us by Holdings are not sufficient to permit us to make payments under the Tax Receivable Agreement after it has paid taxes and other expenses. We may need to incur additional indebtedness to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise, and these obligations could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control.

The acceleration of payments under the Tax Receivable Agreement in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A Common Stock.

In the case of certain changes of control, payments under the Tax Receivable Agreement may be accelerated and may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement. We expect that the payments that we may make under the Tax Receivable Agreement in the event of a change of control will be substantial. As a result, our accelerated payment obligations and/or the assumptions adopted under the Tax Receivable Agreement in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A Common Stock in a change of control transaction.

Risks Related to Our Indebtedness

WeOur ~~have~~substantial aindebtedness ~~substantial~~could ~~amount~~adversely ofaffect ~~indebtedness,~~our ~~which~~financial ~~may~~condition, limit our ~~operating~~ability ~~flexibility~~to ~~and~~raise ~~could~~additional ~~adversely~~capital ~~affect~~to fund our ~~business,~~operations ~~financial~~and ~~condition~~prevent ~~and~~us ~~results~~from offulfilling ~~operations~~our obligations under our indebtedness.

WeAs ~~had~~a ~~approximately~~result ~~$197.5~~of ~~million~~our ofsubstantial indebtedness, asa significant amount of ~~December 31~~our cash flows will be required to pay interest and principal on our outstanding indebtedness, ~~2024~~and we may not generate sufficient cash flows from operations, ~~consisting~~or ofhave ~~amounts~~future ~~outstanding~~borrowings available under our credit facility or repay our indebtedness, including our senior secured ~~credit~~notes. ~~facility~~As of December 31, 2025, after giving effect to the Refinancing Transactions (as defined below), we would have had $2.175 billion of total debt and unused revolving commitments of up to $325.0 million.

~~Our~~Subject ~~indebtedness~~to ~~could~~the ~~have~~limits ~~important~~under ~~consequences~~our debt instruments, we may incur substantial additional debt from time to ~~our~~time ~~investors~~to finance working capital, ~~including~~capital expenditures, ~~but~~investments ~~not~~or ~~limited~~acquisitions or for other purposes. If we do so, the risks related to our high level of debt would further increase. Specifically, our high level of debt could have important consequences to us, including:

•~~increasing~~making ~~our~~it ~~vulnerability~~more ~~to,~~difficult ~~and~~for ~~reducing~~us ~~our flexibility~~ to ~~respond~~satisfy ~~to,~~our ~~general~~obligations ~~adverse~~with ~~economic~~respect ~~and~~to ~~industry~~our ~~conditions~~indebtedness;

•~~requiring~~limiting ~~the~~our ~~dedication~~ability ofto aobtain ~~substantial~~additional ~~portion~~financing ofto ~~our~~fund ~~cash~~future ~~flow~~working ~~from~~capital, ~~operations~~capital ~~to servicing debt~~expenditures, ~~including~~acquisitions ~~interest~~or ~~payments~~other ~~and~~general ~~excess~~corporate ~~cash flow prepayment obligations~~requirements;

~~•limiting our flexibility in planning for, or reacting to, changes in our business and the competitive environment; and~~34

45•requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

•~~limiting~~increasing our ~~ability~~vulnerability to ~~borrow~~general ~~additional~~adverse ~~funds~~economic and ~~increasing~~market ~~the cost of any such borrowing.~~conditions;

~~The~~•exposing ~~interest~~us ~~rates~~to ~~in our credit facility are set based upon stated margins above~~ the ~~lender’s~~risk ~~base~~of ~~rate~~increased ~~and the SOFR, an~~ interest ~~rate~~rates atas ~~which~~certain ~~banks~~of ~~can~~our ~~borrow funds~~borrowings, ~~which~~including isborrowings ~~subject~~under toour ~~fluctuation.~~credit ~~In addition~~facilities, ~~the~~are ~~interest~~at ~~rate~~variable ~~margin applicable to our term loan and revolving loans can vary by one hundred (100) basis points depending on our total leverage ratio. An increase in interest~~ rates ~~would~~of ~~adversely affect our profitability.~~interest;

~~Upon~~•limiting ~~the~~our ~~occurrence~~flexibility ofin anplanning ~~event~~for ofand ~~default~~reacting ~~relating~~ to ~~our~~changes ~~credit~~in ~~facility,~~ the ~~lenders~~markets ~~could~~in ~~elect~~which towe ~~accelerate~~compete ~~payments due~~ and ~~terminate~~to ~~all~~changing ~~commitments~~business toand ~~extend~~economic ~~further credit.~~conditions;

~~Under~~•restricting ~~our~~us ~~credit~~from ~~facility,~~making ~~upon~~strategic ~~the~~acquisitions ~~occurrence~~or ofcausing anus ~~event of default, the lenders will be able~~ to ~~elect~~make tonon-strategic declare all amounts outstanding under the credit agreement to be immediately due and payable and terminate all commitments to lend additional funds. If we are unable to repay those amounts, the lenders under the credit agreement could proceed to foreclose against our collateral that secures that indebtedness. We have granted the lenders a security interest in substantially all of our assets.divestitures;

~~The~~•preventing ~~debt~~us ~~outstanding~~from ~~under~~raising ~~our~~the ~~existing~~funds ~~credit~~necessary ~~facility~~to ~~has~~repurchase aall ~~variable~~senior ~~rate~~secured ofnotes ~~interest~~tendered ~~that~~to isus ~~based~~upon on the ~~SOFR~~occurrence ~~which~~of ~~may~~certain ~~have~~changes ~~consequences~~of ~~for~~control, uswhich ~~that~~failure ~~cannot~~to berepurchase ~~reasonably~~would ~~predicted~~constitute ~~and~~an ~~may~~event ~~increase our cost~~ of ~~borrowing~~default inunder the ~~future.~~Indenture;

On•placing ~~February~~us ~~28,~~at ~~2023,~~a wedisadvantage ~~amended~~compared ~~our credit facility~~ to ~~transition~~other, ~~from~~less ~~bearing~~leveraged ~~interest~~competitors ~~based on London Interbank Offered Rate (“LIBOR”) to SOFR. The future performance of SOFR cannot be predicted based on historical performance~~ and ~~the~~affecting ~~future~~our ~~level~~ability ~~of SOFR may have little or no relation~~ to ~~historical~~compete; ~~levels of SOFR. Any patterns in market variable behaviors, such as correlations, may change in the future. Hypothetical or historical performance data are not indicative of,~~ and ~~have no bearing on, the potential performance of SOFR.~~

~~Our~~•increasing ~~credit facility contains restrictive covenants that may impair~~ our ~~ability~~cost toof ~~conduct business~~borrowing.

~~Our~~We ~~credit facility contains operating covenants and financial covenants that~~ may innot ~~each~~be ~~case~~able ~~limit management’s discretion with respect~~ to ~~certain~~generate ~~business~~sufficient ~~matters.~~cash Weflows ~~must~~from ~~comply~~operations ~~with~~to ~~a maximum senior secured leverage ratio and a minimum debt~~ service ~~coverage~~all ratio. Among other things, these covenants restrict our and our subsidiaries’ ability to grant additional liens, consolidate or merge with other entities, purchase or sell assets, declare dividends, incur additional debt, make advances, investments and loans, transact with affiliates, issue equity interests, modify organizational documents and engage in other business. As a result of ~~these covenants and restrictions, we will be limited in how we conduct~~ our ~~business~~indebtedness and we may be ~~unable~~forced to ~~raise~~take ~~additional debt or~~ other ~~financing~~actions to ~~compete~~satisfy ~~effectively~~our orobligations to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. Failure to comply with such restrictive covenants may lead to default and acceleration under our ~~credit facility and may impair our ability to conduct business. We may not be able to maintain compliance with these covenants in the future and~~indebtedness, ifwhich ~~we fail to do so, we~~ may not be ~~able to obtain waivers from the lenders and/or amend the covenants, which may result in foreclosure of our assets~~successful. ~~See Note 6 of Notes to Consolidated Financial Statements in the Audited Consolidated Financial Statements of the Company in this report for additional information.~~

~~General~~Our ~~Risks~~ability ~~Related~~to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to ~~Ownership~~prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. We might not be able to maintain a level of cash flows from operations sufficient to permit us to pay the principal, premium, if any, and interest on our ~~Securities~~indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. Additionally, we may not be able to obtain loans or other debt financings on commercially reasonable terms or at all. Even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The instruments governing our indebtedness restrict our ability to dispose of assets and use the proceeds from such dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. Because of these restrictions, we may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our business, financial position and results of operations and our ability to satisfy our obligations under our indebtedness.

Additionally, if we cannot make scheduled payments on our debt, we will be in default and holders of the Notes could declare all outstanding principal and interest to be due and payable, the lenders under the New Credit Facility could terminate their commitments to loan additional money to us, the lenders could enforce or foreclose against the assets securing their borrowings and we could be forced into bankruptcy, liquidation or other form of insolvency proceeding.

In addition, we conduct all of our operations through our subsidiaries. Accordingly, repayment of our indebtedness is dependent on the generation of cash flows by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Certain of our subsidiaries do not guarantee our debt, and therefore do not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the instruments governing our indebtedness limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications

and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

Despite our high level of indebtedness, we and our subsidiaries are able to incur significant additional amounts of debt or we may pay dividends or make other payments in the future, which could further exacerbate the risks associated with our substantial financial leverage.

We and our subsidiaries may be able to, and may, incur substantial additional indebtedness in the future. Although the instruments governing our indebtedness currently contain certain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our or our subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, these documents do not prevent us from incurring obligations that do not constitute indebtedness thereunder, and they permit us to pay dividends or make other restricted payments in the future. Any dividends or other restricted payments will reduce the cash available to service our indebtedness, and the related risks that we face would increase.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our credit facilities are, and under additional indebtedness incurred in the future may be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed may remain the same, and our profit and cash flows, including cash available for servicing our indebtedness, including the Notes, will correspondingly decrease. Additionally, in the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, it is possible that we will not maintain interest rate swaps with respect to any of our variable rate indebtedness. Alternatively, any swaps we enter into may not fully or effectively mitigate our interest rate risk.

General Risks Related to Ownership of Our Securities

Our only significant asset is our ownership of our subsidiaries’ business. If the business of our subsidiaries is not profitably operated, they may be unable to make distributions to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

~~CompoSecure,~~GPGI ~~Inc.~~ has no direct operations and no significant assets other than the ownership of its subsidiaries, which operate ~~the~~our ~~Company’s~~CompoSecure ~~business.~~and ~~CompoSecure,~~Husky ~~Inc~~businesses. GPGI depends on profits generated by its subsidiaries’ business for debt repayment and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, to pay any dividends with respect to its capital stock and to make distributions. Legal and contractual restrictions in agreements governing the indebtedness of the Company or its subsidiaries, as well as their financial condition and operating requirements, may limit the ability of our subsidiaries to make distributions to the Company.

stock and to make distributions. Legal and contractual restrictions in agreements governing the indebtedness of the Company or its subsidiaries, as well as their financial condition and operating requirements, may limit the ability of our subsidiaries to make distributions to the Company.

Provisions in our Charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Common Stock and could entrench management.

Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the classification of our Board and the ability of our Board to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

In addition, while we have opted out of Section 203 of the DGCL, our Charter contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•prior to such time, our Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•at or subsequent to that time, the business combination is approved by our Board and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of the Company. These provisions could also discourage proxy contests and make it more difficult for public stockholders to elect directors of their choosing.

We may be unable to satisfy the ~~Nasdaq~~NYSE ~~Global Market~~ listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

We may be unable to maintain the listing of our securities on the ~~Nasdaq~~NYSE ~~Global Market~~ in the future. If our securities are delisted from the ~~Nasdaq Global Market~~NYSE, there could be significant material adverse consequences, including: a limited availability of market quotations for our securities; a limited amount of news and analyst coverage about the Company; and a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

•a limited availability of market quotations for our securities;

•a limited amount of news and analyst coverage about the Company; and

•a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

We incur significant costs and obligations as a result of being a public company.

As a public company, we incur significant legal, accounting, insurance and other expenses. These expenses ~~will~~have increased, and may continue to increase, ~~once~~as we continue to expand our businesses, including because we are no longer a “smaller reporting company” or an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including Dodd Frank, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and the ~~Nasdaq Global Market~~NYSE, have increased the costs and the time that must be devoted to compliance matters.

47We are required to implement and maintain the financial reporting and disclosure procedures and controls required of a United States publicly traded company. If we fail to properly maintain and implement all required accounting practices and policies, including new accounting practices and policies, as applicable, or maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that are timely and reliable. Any such delays or deficiencies could harm us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources or by damaging our reputation, which in either case, could impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our securities on the NYSE.

For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may remain an “emerging growth company” for up to five years from the consummation of our initial public offering or until such earlier time that we have $1.23 billion or more in annual revenues, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, or if we no longer can be classified as an “emerging growth company,” we expect that we will incur additional compliance costs, which will reduce our ability to operate profitably.

We are a "controlled company" within the meaning of the Nasdaq listing rules and, as a result, qualify for and rely on certain exemptions from certain corporate governance requirements.

Because Resolute holds a majority of our Class A Common Stock and accordingly has the ability to control us, including the ability to control any action requiring the general approval of our stockholders, including the election of our Board, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of all or substantially all of our assets, we are a "controlled company" under the Sarbanes-Oxley Act and the Nasdaq listing rules. A controlled company does not need its board of directors to have a majority of independent directors or to form an independent compensation or nominating and corporate governance committee. We currently comply with the requirements for a majority of independent directors; however our Board may from time to time elect to rely on the exemption from such requirement. As a controlled company, we will remain subject to rules of the Sarbanes-Oxley Act and the Nasdaq listing rules that require us to have an audit committee composed entirely of independent directors.

If at any time we cease to be a controlled company, we will take all actions necessary to comply with the Sarbanes-Oxley Act and the Nasdaq listing rules, including ensuring that we have a compensation committee and nominating and governance committee each composed entirely of independent directors, subject to a permitted "phase-in" period.

As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our securities less attractive to investors.

As an “emerging growth company,” we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and obtaining stockholder approval of any golden parachute payments not previously approved. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, which we have elected to do. We expect to cease to be an "emerging growth company" in 2025.

We cannot predict if investors will find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result, there may be a less active market for our securities, our share price may be more volatile and the price at which our securities trade could be less than if we did not use these exemptions.

If we do not properly maintain and implement all required accounting practices and policies, including new accounting practices and policies, as applicable, we may be unable to provide the financial information required of a United States publicly traded company in a timely and reliable manner.

We are required to implement and maintain the financial reporting and disclosure procedures and controls required of a United States publicly traded company. If we fail to properly maintain and implement all required accounting practices and policies, including new accounting practices and policies, as applicable, or maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that are timely and reliable. Any such delays or deficiencies could harm us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources or by damaging our reputation, which in either case, could impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our securities on the Nasdaq Global Market.

If our operating performance does not meet market expectations, the price of our securities may decline.

The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Fluctuations in the price of our securities could result in the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them.

Factors affecting the trading price of our securities may include:

•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

◦•changes in the market’s expectations about our operating results;

◦•success of competitors;

◦•our operating results failing to meet market expectations in a particular period;

◦•our reliance on Resolute Holdings for management services under the Management ~~Agreement~~Agreements exposes us to risks related to their substantial influence over our business, operations, and strategy;

◦•changes in financial estimates and recommendations by securities analysts concerning us or the financial payment card and digital asset industries and markets in general;

◦•operating and stock price performance of other companies that investors deem comparable to us;

◦•our ability to market new and innovative products on a timely basis;

◦•changes in laws and regulations affecting our business;

◦•commencement of, or involvement in, litigation involving us;

◦•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

◦•the volume of shares of our securities available for public sale;

◦•any significant change in our board or management;

~~◦sales~~•changes ofin ~~substantial~~GAAP ~~amounts~~or ofaccounting ~~our~~rules ~~securities~~or ~~by our directors~~principles, ~~executive officers~~ or ~~significant~~our ~~stockholders~~application ~~or the perception that such sales could occur~~thereof; ~~and~~

~~◦general~~•sales ~~economic~~of ~~and~~substantial ~~political~~amounts ~~conditions~~of ~~such~~our assecurities ~~recessions,~~by ~~interest~~our ~~rates~~directors, ~~fuel~~executive ~~prices,~~officers ~~international~~or ~~currency~~significant ~~fluctuations~~stockholders ~~and~~or ~~acts~~the ofperception ~~war~~that orsuch ~~terrorism.~~sales could occur; and

49•general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of our securities irrespective of our operating performance. The stock market in general and the ~~Nasdaq~~NYSE ~~Global Market~~ have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for ~~financial~~companies ~~technology~~in ~~stocks or~~ the ~~stocks~~industries ofin ~~other companies~~ which ~~investors~~our ~~perceive~~businesses tooperate beor ~~similar~~otherwise ~~to us~~ could depress our securities prices regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Our Warrants may not remain in the money, and they may expire worthless.

The exercise price for our Warrants is $7.97 per share (as adjusted effective February 28, 2025), subject to adjustment. There can be no assurance that the Warrants will remain in the money prior to their expiration and, as such, the Warrants may expire worthless.

The terms of our Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding Warrants approve of such amendment. Our ability to amend the terms of the Warrants with the consent of at least a majority of the then outstanding Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares of Class A Common Stock purchasable upon exercise of a Warrant.

Our Warrants may be redeemed prior to their exercise at a time that is disadvantageous to the holders, thereby making such Warrants worthless.

We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of our Class A Common Stock in the event the shares of our Class A Common Stock are not traded on any specific trading day) of the shares of Class A Common Stock equals or exceeds $14.47 per share (as adjusted effective February 28, 2025 and subject to further adjustment) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption, provided that on the date we give notice of redemption and during the entire period thereafter until the time we redeem the Warrants, we have an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force a Warrant holder: (i) to exercise your Warrants and pay the exercise price therefore at a time when it may be disadvantageous for you to do so, (ii) to sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, could be substantially less than the market value of your Warrants.

Warrants to purchase our Class A Common Stock are presently exercisable, which could increase the number of shares of Class A Common Stock eligible for future resale in the public market and result in dilution to our stockholders.

Our outstanding Warrants to purchase an aggregate of 21,990,179 shares of our Class A Common Stock are exercisable in accordance with the terms of the warrant agreement governing those securities. Each Warrant entitles its holder to purchase one share of our Class A Common Stock at an exercise price of $7.97 per share (as adjusted effective February 28, 2025, subject to further adjustment, and will expire at 5:00 p.m., New York time, on

December 27, 2026 or earlier upon redemption of our Class A Common Stock or our liquidation. To the extent Warrants are exercised, additional shares of our Class A Common Stock will be issued, which will result in dilution to our then existing stockholders and increase the number of shares of Class A Common Stock eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could depress the market price of our securities.

We may not be able to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002, which could have a material adverse effect on our business.

Under the Sarbanes-Oxley Act of 2022, we are required to provide management’s attestation on internal controls. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those previously required of Holdings as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are applicable to us as a public company. If we are not able to implement the additional requirements of Section 404 in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and lead to a decrease in the market price of our securities.

Pursuant to the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act for so long as we are an “emerging growth company.”

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally requires in the same report a report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, under the JOBS Act, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until we are no longer an “emerging growth company.” We will be an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following November 10, 2025, the fifth anniversary of the consummation of our initial public offering, (b) in which we have total annual gross revenue of at least $1.23 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Accordingly, until we cease being an “emerging growth company” stockholders will not have the benefit of an independent assessment of the effectiveness of our internal control environment.

Our ability to successfully operate our business largely depends upon the efforts of certain key personnel. The loss of such key personnel could adversely affect our operations and profitability.

Our ability to successfully operate our business depends upon the efforts of certain key personnel. The unexpected loss of key personnel may adversely affect our operations and profitability. In addition, our future success depends in part on our ability to identify and retain key personnel to expand and/or succeed senior management. Furthermore, while we have closely scrutinized the skills, abilities and qualifications of our key personnel, our assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities we expect or those necessary to manage a public company, the operations and profitability of our business may be adversely impacted.

personnel, our assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities we expect or those necessary to manage a public company, the operations and profitability of our business may be adversely impacted.

Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our securities.

The trading market for our securities may be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Analyst projections may vary widely and may not accurately predict the results we actually achieve. Prices for our securities may decline if our actual results do not match the projections of research analysts covering us. Similarly, if one or more of the analysts who write reports on us downgrades our securities or publishes inaccurate or unfavorable research about our business, prices for our securities could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, prices for our securities or trading volume could decline.

widely and may not accurately predict the results we actually achieve. Prices for our securities may decline if our actual results do not match the projections of research analysts covering us. Similarly, if one or more of the analysts who write reports on us downgrades our securities or publishes inaccurate or unfavorable research about our business, prices for our securities could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, prices for our securities or trading volume could decline.

Future sales of our securities, including resale of securities issued to certain stockholders, may reduce the market price of our securities that you might otherwise obtain.

Future sales of our securities by stockholders which hold large amounts of our securities, including in underwritten offerings that we may be required to facilitate pursuant to such stockholders' registration rights, or in privately negotiated transactions, may reduce the price of our securities. The registration and availability of such a significant number of securities for trading in the public market may increase the volatility in the price of our securities or put significant downward pressure on the price of our securities. In addition, we may use shares of our Class A Common Stock or other securities that are convertible into shares of Class A Common Stock as consideration for future acquisitions, which could further dilute our stockholders.

Because certain significant stockholders control a significant percentage of our Class A Common Stock, such stockholders may influence major corporate decisions of the Company and our interests may conflict with the interests of other holders of our Class A Common Stock.

AtAs ~~March~~of 1,the ~~2025~~date hereof, ~~Resolute~~Tungsten beneficially ~~owns~~owned approximately ~~50.5~~18% of the shares of our outstanding shares of Class A Common Stock. Asand aan ~~result~~affiliate of ~~this~~Platinum ~~control,~~Equity ~~Resolute~~beneficially isowned ~~able~~approximately to19% ~~influence~~of ~~matters~~the ~~requiring~~shares ~~approval~~of by our ~~stockholders~~outstanding ~~and/or~~shares ~~our~~of ~~Board,~~Class ~~including~~A ~~the~~Common ~~election~~Stock. ofIn ~~directors~~addition ~~and~~to ~~the~~their ~~approval~~significant ofClass ~~business~~A ~~combinations~~Common orStock ~~dispositions~~ownership, ~~and~~Platinum ~~other~~Equity ~~extraordinary~~and ~~transactions.~~its ~~Resolute~~affiliates ~~may~~have ~~also~~the ~~have~~right, ~~interests~~pursuant to that ~~differ~~certain ~~from~~Investor ~~the~~Rights ~~interests~~Agreement, ofdated ~~other~~as ~~holders~~ of ~~our~~January ~~securities~~12, ~~and~~2026, ~~may~~to ~~vote~~nominate intwo adirectors ~~way~~for ~~with~~election ~~which~~to ~~you~~our ~~disagree~~board ~~and~~of ~~which~~directors ~~may~~if bePlatinum ~~adverse~~Equity toand ~~your~~its ~~interests.~~affiliates ~~The~~collectively ~~concentration~~beneficially ofown ~~ownership~~at ~~may~~least ~~have~~10% of the ~~effect~~outstanding shares of ~~delaying,~~Class ~~preventing~~A orCommon ~~deterring~~Stock, aand ~~change~~one ofdirector ~~control~~if ofPlatinum ~~the~~Equity ~~Company~~ and ~~may~~its ~~materially~~affiliates ~~and~~collectively ~~adversely~~beneficially ~~affect~~own ~~the~~less ~~market~~than ~~price~~10%, ofbut ~~our~~more ~~securities.~~than Inor ~~addition,~~equal ~~Resolute~~to ~~may~~5%, inof the ~~future~~outstanding ~~own~~shares ~~businesses~~of ~~that~~Class ~~directly~~A ~~compete~~Common ~~with~~Stock, ~~the~~in ~~business~~each ofcase ~~the~~subject ~~Company~~to certain qualification requirements for such directors.

~~Additionally,~~As ~~following~~a ~~the~~result ~~Spin-Off,~~of ~~our~~this ~~business~~control, ~~which~~Tungsten weand ~~operate~~Platinum ~~through~~Equity ~~Holdings,~~are iseach ~~managed~~able to influence matters requiring approval by ~~Resolute~~our ~~Holdings~~stockholders and/or our Board, aincluding ~~separate~~the ~~public~~election ~~company~~of ~~that~~directors isand ~~party~~the toapproval of business combinations or dispositions and other extraordinary transactions. Tungsten and Platinum Equity may also have interests that differ from the ~~Management~~interests ~~Agreement~~of other holders of our securities and may vote in a way with ~~Holdings.~~which ~~Pursuant~~you disagree and which may be adverse to your interests. The concentration of ownership may have the ~~Management~~effect ~~Agreement~~of delaying, ~~Resolute~~preventing ~~Holdings~~or ~~has~~deterring ~~substantial~~a ~~influence~~change ~~over~~of ~~our~~control ~~business,~~of ~~operations~~the Company and ~~strategy~~may materially and adversely affect the market price of our securities. ~~See~~In ~~"Risks~~addition, ~~Related~~Tungsten toor Platinum Equity may or may in the ~~Resolute~~future ~~Holdings~~own ~~Management~~businesses ~~Agreement~~that directly compete with the business of the Company."

Our Charter renounces any expectancy in or right to be offered an opportunity to participate in certain transactions or matters that may be investment, corporate or business opportunities and that are presented to the Company or our officers, directors or stockholders.

Our Charter provides that, to the fullest extent permitted by Delaware law, each member of Holdings, their respective affiliates (other than the Company and our subsidiaries) and, to the extent any member is a series limited liability company, any series thereof and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Company (each, an “Excluded Party”), shall not have any fiduciary duty to refrain from (a) directly or indirectly engaging in any opportunity in which we, directly or indirectly, could have an interest or expectancy or (b) otherwise competing with us. Our Charter also renounces, to the fullest extent permitted by Delaware law, any interest or expectancy that we have in any opportunity in which any Excluded Party engages, even if the opportunity is one in which we, directly or indirectly, could have had an interest or expectancy. To the fullest extent permitted by Delaware law, in the event that any Excluded Party acquires knowledge of an opportunity that may be an opportunity for itself, himself or herself and for us, such party shall have no duty to communicate or present such opportunity to us and shall not be liable to us or any of our stockholders for breach of any fiduciary duty as our stockholder, director or officer solely for having pursued or acquired such opportunity or for offering or directing such opportunity to another person. To the fullest extent permitted by Delaware law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity 39

52Our Charter provides that, to the fullest extent permitted by Delaware law, each member of Holdings, their respective affiliates (other than the Company and our subsidiaries) and, to the extent any member is a series limited liability company, any series thereof and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Company (each, an “Excluded Party”), shall not have any fiduciary duty to refrain from (a) directly or indirectly engaging in any opportunity in which we, directly or indirectly, could have an interest or expectancy or (b) otherwise competing with us. Our Charter also renounces, to the fullest extent permitted by Delaware law, any interest or expectancy that we have in any opportunity in which any Excluded Party engages, even if the opportunity is one in which we, directly or indirectly, could have had an interest or expectancy. To the fullest extent permitted by Delaware law, in the event that any Excluded Party acquires knowledge of an opportunity that may be an opportunity for itself, himself or herself and for us, such party shall have no duty to communicate or present such opportunity to us and shall not be liable to us or any of our stockholders for breach of any fiduciary duty as our stockholder, director or officer solely for having pursued or acquired such opportunity or for offering or directing such opportunity to another person. To the fullest extent permitted by Delaware law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our Charter, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

under our Charter, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Our Bylaws designate the Court of Chancery in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit the ability of stockholders to obtain a favorable judicial forum for disputes.

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware will be the sole and exclusive forum for any stockholder to bring any state law claims for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or employees to us or our stockholders, (c) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Charter or Bylaws or (d) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine.

Notwithstanding the foregoing, these provisions of the Bylaws will not apply to any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery (including suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum), or for which the Court of Chancery does not have subject matter jurisdiction. While this exclusive provision applies to claims under the Securities Act, we note, however, that there is uncertainty as to whether a court would enforce this provision and that stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Bylaws inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and securities prices, which could cause you to lose some or all of your investment.

If there are material issues in the business of our subsidiaries, or factors outside of our and our subsidiaries' control later arise, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in losses. Additionally, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Company or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our securities prices may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant liabilities.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

Identifying, assessing, and managing material cybersecurity risks is an important component of our overall risk assessment and management program. Given our holding company structure, the management of cybersecurity risks involves coordination between the parent company and our subsidiaries, which are responsible for developing appropriate cybersecurity programs, including as may be required by applicable law or payment card industry (PCI) standards. We take a risk-based approach to cybersecurity and have implemented cybersecurity policies throughout our operations that are designed to address cybersecurity threats and incidents.

Our information security and data privacy programs are designed to protect the confidentiality of nonpublic, sensitive business and personal information, as well as the security of our information systems. Administrative and technical safeguards that seek to mitigate cybersecurity threats and secure the Company’s information assets are addressed on a risk-based basis. We have designed our information security programs consistent with PCI standards using the National Institute of Standards and Technology Cybersecurity Framework, and other security standards. These programs also include processes designed to identify, mitigate and monitor cybersecurity risk relating to vendors and others who have access to our confidential information or our information systems. Among other things, these programs generally involve evaluations and assessments by third parties, vulnerability scanning, employee testing and training, threat exercises, incident response plans and data security assessments of third-party service providers as a part of vendor management.

Cybersecurity threats may cause material disruptions to our subsidiaries’ operations, which may materially affect our results of operations and/or financial condition. For more information about these risks, see the risk factor titled “Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations." and other discussions of risk factors under Item 1A "Risk Factors" in this report.

Governance

Our board of directors (the "Board") oversees cybersecurity risks directly and through its Audit Committee. The Audit Committee oversees our overall risk management program, which focuses on the most significant risks we face in the short-, intermediate-, and long-term. Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others, those relating to cybersecurity threats. Our Chief Information Officer (CIO) provides periodic updates on our cybersecurity risk profile to the Audit Committee and our board of directors. These updates are designed to enable the Audit Committee and the board of directors to assess the effectiveness of our cybersecurity program in the prevention, detection, mitigation, and remediation of cybersecurity incidents. In addition, the CIO undertakes the appropriate internal notifications of any such occurrence, and responsive activities, to the General Counsel, Chief Executive Officer, and Chief Financial Officer.

Our cybersecurity threat risk action plan is managed by our CIO, who is also our Chief Information Security Officer (CISO). Our CIO/CISO is responsible for the establishment and maintenance of our cybersecurity program, as well as the assessment and management of cybersecurity risks. Our CIO/CISO has more than 25 years of technology industry leadership, cybersecurity expertise and engineering and operations experience.41

~~Our~~we ~~CIO/CISO~~face ~~leads~~in the ~~Information~~short-, ~~Security function~~intermediate-, ~~which~~and ~~manages~~long-term. ~~the~~Audit ~~controls~~Committee ~~designed~~meetings toinclude ~~identify~~discussions of specific risk areas throughout the year, ~~detect~~including, ~~protect~~among ~~against~~others, ~~respond~~those relating to ~~and~~cybersecurity ~~recover~~threats. ~~from~~Our Chief Information Officer (CIO) provides periodic updates on our cybersecurity ~~threats~~risk profile to the Audit Committee and ~~cybersecurity~~our ~~incidents~~board of directors. ~~This~~These ~~group~~updates ~~includes~~are adesigned ~~cybersecurity~~to ~~operations~~enable ~~team~~the ~~that~~Audit isCommittee ~~responsible~~and ~~for~~the ~~information~~board ~~technology~~of ~~security~~directors ~~monitoring~~to assess the effectiveness of our cybersecurity program in the prevention, detection, mitigation, and remediation of cybersecurity incidents.

54Our cybersecurity threat risk action plan is managed by our CIO, who is also our Chief Information Security Officer (CISO). Our CIO/CISO is responsible for the establishment and maintenance of our cybersecurity program, as well as the assessment and management of cybersecurity risks. Our CIO/CISO has more than 25 years of technology industry leadership, cybersecurity expertise, engineering and operations experience.

Our CIO/CISO leads the Information Security function, which manages the controls designed to identify, detect, protect against, respond to and recover from cybersecurity threats and cybersecurity incidents. This group includes a cybersecurity operations team that is responsible for information technology security monitoring and incident response activities, the latter covering the response coordination to cyber-attacks under the leadership and pursuant to the direction of the CIO/CISO. The Company engages in a continuous risk monitoring process that seeks to identify the likelihood and impact of internal and external threats to our information security systems and data, and assesses the sufficiency of the controls in place to mitigate these threats to acceptable levels on a risk-based basis. The CIO/CISO leads efforts to design, implement and operate controls deemed necessary, commensurate with the materiality and criticality of identified risks and the sensitivity of the information assets and systems used throughout the organization.

To date, we do not believe that risks from cybersecurity threats have materially affected or are reasonably likely to materially affect the Company. Please refer to “Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations.“ and other discussions of risk factors under Item 1A "Risk Factors" in this report. While we continually work to safeguard the information systems we use, and the proprietary, confidential and personal information residing therein, and mitigate potential risks, there can be no assurance that such actions will be sufficient to prevent cybersecurity incidents or mitigate all potential risks to such systems, networks and data or those of our third party providers.

Item 2. Properties

The Company, ~~maintains~~via ~~five~~Holdings, conducted operations through thirty-four (534) wholly-owned and leased facilities in 21 countries (North America: Canada, asMexico, ~~set~~United ~~forth~~States ~~below~~(USA); South America: Brazil; Asia Pacific: China, ~~pursuant~~India, toIndonesia, ~~lease~~Israel, ~~agreements~~Japan, ~~with~~Philippines, ~~remaining~~South ~~terms~~Korea, ~~ranging~~Singapore, ~~from~~Thailand, ~~approximately~~United 2Arab ~~years~~Emirates to(UAE), ~~approximately~~Vietnam; 5Europe: ~~years~~Austria, ~~excluding~~Luxembourg, ~~options~~Russia, toSwitzerland, ~~extend~~United Kingdom (UK); Africa: South Africa), with the principal facilities set forth below. The Company believes its current facilities are suitable and adequate for its current and presently contemplated operations and production capacity needs and recognizes that future operations may require expanded and/or additional production capacity.

Location	Operations	Approximate Square Footage
Somerset, New Jersey (Pierce Street)	Sales, Quality Assurance, Design, Marketing and Production	116,000
Somerset, New Jersey (Memorial Drive)	Quality Assurance, Production	46,000
Somerset, New Jersey (Apgar Drive)	Prelams and Subassembly Production	11,000
Somerset, New Jersey (Roosevelt Avenue)	Warehouse and Related Activities	53,000
Somerset, New Jersey (Davidson Avenue)	Executive and Administrative Offices	15,000

Location

Business

Owned/Leased

Primary Operations

Approximate

Square Footage

Somerset, NJ (Pierce )

CompoSecure

Leased

Manufacturing

116,000

Somerset, NJ (Memorial )

CompoSecure

Leased

Manufacturing

46,000

Somerset, NJ, (Davidson)

CompoSecure

Leased

Office

15,000

Bolton, ON, Canada

Husky

Owned

Manufacturing/Office

829,000

Dudelange, Luxembourg

Husky

Owned*

Manufacturing/Office

333,000

Milton, VT

Husky

Owned

Manufacturing

246,000

Shanghai, China

Husky

Owned*

Manufacturing

186,000

San Dimas, CA

Husky

Leased

Manufacturing

54,000

Diessenhofen, Switzerland

Husky

Owned

Manufacturing

84,000

Chennai, India

Husky

Owned*

Manufacturing

38,000

* Owned building on leased property

Item 3. Legal Proceedings

As of March 1 12, ~~2025~~2026, the Company was not a party to, nor were any of its properties the subject of, any material pending legal proceedings, other than ordinary routine claims incidental to the business.

Item 4. Mine Safety Disclosures

Not applicable.

5543

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

~~Since~~Following ~~December~~the 28completion of the Husky Transaction on January 12, ~~2021~~2026, the Company rebranded and our Class A Common Stock ~~and~~now ~~Warrants~~trades ~~have~~on ~~been~~the ~~listed~~NYSE onunder the ~~Nasdaq~~symbol ~~Global~~“GPGI.” ~~Market~~Prior to the completion of the Husky Transaction, our Class A Common Stock had traded on the NYSE under the ~~symbols~~symbol “CMPO,” and ~~“CMPOW,”~~prior ~~respectively.~~to OnSeptember ~~March 3~~23, 2025, ~~the~~our ~~closing~~Class ~~price~~A ofCommon aStock ~~share~~had oftraded ~~Class~~under Athe ~~Common~~symbol "CMPO" on The Nasdaq Stock ~~was~~Market ~~$12~~LLC.15 ~~and~~On March 02, 2026, the closing price ~~for~~of a share of our ~~Warrants~~Class A Common Stock was $422.7154.

Holders

As of March 302, ~~2025~~2026, there were ~~ten~~132 holders of record of Class A Common Stock (including DTC) ~~and one holder of record of our Warrants (which was DTC)~~. Those numbers do not include DTC participants or beneficial owners holding shares through nominee names. ~~Based on available information, we believe there are approximately 8,000 beneficial owners of our Class A Common Stock and over 300 holders of our Warrants.~~

Dividend Policy and Securities Repurchase Program

OnIn ~~May~~February 62026, ~~2024,~~ the ~~Company~~Board declared ~~(i)~~ a ~~special~~quarterly cash dividend of $0.300025 per share toon ~~holders~~the ofCompany’s Class A Common Stock ~~of the Company~~, ~~and~~representing ~~(ii)~~an aannual ~~corresponding~~ distribution of approximately $02.309 ~~per unit for holders of Class B units of Holdings (collectively, the "Special Dividend")~~million. The ~~Special~~dividend ~~Dividend~~ was ~~paid~~payable on ~~June~~February 1127, ~~2024~~2026 to ~~holders~~shareholders of record as of ~~shares~~February of13, ~~Class~~2026. AThe ~~Common~~Company’s ~~Stock~~capital ofallocation ~~the~~priorities ~~Company~~remain ~~and~~focused ~~Class~~on Bdeleveraging ~~units~~and ofpursuing ~~Holdings~~accretive onacquisitions ~~May~~consistent ~~20,~~with ~~2024~~its investment criteria. ~~The~~Future ~~aggregate~~dividends, ~~amount~~if ofany, ~~the~~will ~~Special~~be ~~Dividend~~subject ~~was~~to ~~approximately~~the ~~$24.5~~Board’s ~~million~~discretion and ~~was~~will ~~funded~~depend ~~by cash~~ on the Company'’s ~~balance~~financial ~~sheet~~performance, liquidity, and other relevant considerations.

~~Other~~In ~~than~~February 2024, the ~~Special~~Company ~~Dividend,~~adopted wea ~~have~~repurchase ~~not~~program ~~paid~~for ~~any~~up ~~cash~~to ~~dividends~~$40 onmillion of our outstanding shares of Class A Common Stock toor warrants (none of which remain outstanding as of the date hereof), which was increased to $100 million in February 2025. The ~~Company~~repurchase ~~has~~program ~~maintained~~is aeffective ~~thoughtful~~March ~~approach~~7, 2024 through March 7, 2027. Repurchases under this program may be made from time to ~~managing~~time ~~capital~~in ~~allocations~~the ~~focused~~open onmarket, ~~driving~~through ~~organic~~privately ~~growth~~negotiated ~~and~~transactions, ~~reducing~~tender ~~outstanding~~offers, ~~indebtedness~~or otherwise, ~~which~~and ~~has~~may ~~resulted~~be limited by restrictive covenants contained in aour ~~long~~debt ~~history~~agreements. Repurchases of ~~delivering~~shares ~~profitable~~of ~~growth~~Class A Common Stock will be conducted in accordance with applicable securities laws. ~~Future~~To ~~allocations~~facilitate ofequity ~~capital~~repurchases, we may ~~also~~enter ~~include~~into ~~business~~a ~~acquisitions~~Rule ~~and/or~~10b5-1 ~~repurchases~~repurchase plan with a third-party broker to allow us to repurchase shares of our ~~outstanding~~Class ~~securities,~~A asCommon ~~described~~Stock ~~below.~~at Intimes ~~addition,~~when ~~the~~we ~~Board~~otherwise ~~may~~might be prevented from ~~time~~doing toso ~~time~~under ~~consider~~insider ~~whether~~trading laws or ~~not~~because toof ~~institute~~trading ablackout ~~dividend~~periods ~~policy~~imposed under our Insider Trading Policy. The ~~payment~~timing and amount of ~~cash~~the ~~dividends~~repurchases inwill depend on market conditions and other requirements. The repurchase program does not obligate the ~~future~~Company ~~will~~to berepurchase ~~dependent~~any ~~upon~~dollar ~~our~~amount ~~revenues~~of its securities and ~~earnings,~~the program ifmay ~~any~~be extended, ~~capital~~modified, ~~requirements~~suspended, ~~and~~or ~~our~~discontinued ~~general~~at ~~financial~~any ~~condition~~time. ~~The~~Any ~~payment~~shares of ~~any~~Class ~~cash~~A ~~dividends~~Common ~~will~~Stock repurchased under the program may either be ~~within~~returned to the ~~discretion~~status of ~~our~~authorized ~~Board~~but unissued shares of Class A Common Stock or held as treasury stock. ~~Further~~During the year ended December 31, ~~our~~2025, ~~ability~~the toCompany ~~declare~~repurchased ~~dividends~~647,782 ~~may~~shares beof ~~limited~~Class byA ~~restrictive~~Common ~~covenants~~Stock ~~contained~~through open market transactions as treasury stock at an aggregate cost of $12.2 million, which are presented in ~~our~~the ~~debt~~Company's ~~agreements~~consolidated financial statements as a reduction to shareholders' equity.

InSecurities ~~February~~authorized ~~2024, the Company adopted a repurchase program~~ for upissuance to $40 million (increased for up to $100 million in February 2025) of our outstanding shares of Class A Common Stock or warrants. The repurchase program is effective March 7, 2024 through March 7, 2027. Repurchases under this program may be made from time to time in the open market, through privately negotiated transactions, tender offers, or otherwise, and may be limited by restrictive covenants contained in our debt agreements. Repurchases of shares of Class A Common Stock will be conducted in accordance with applicable securities laws. To facilitate equity ~~repurchases,~~compensation we may enter into a Rule 10b5-1 repurchase plan with a third-party broker to allow us to repurchase shares of our Class A Common Stock at times when we otherwise might be prevented from doing so under insider trading laws or because of trading blackout periods imposed under our Insider Trading Policy. Any warrant repurchases will be conducted in accordance with applicable insider trading laws and our Insider Trading Policy. Any shares of Class A Common Stock repurchased under the program may either be returned to the status of authorized but unissued shares of Class A Common Stock or held as treasury stock. Subject to applicable law, we may elect to amend or cancel the repurchase program or amend the terms thereof.plans

The information required to be disclosed by this Item with respect to our equity compensation plans is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Compensation” contained in our definitive proxy statement for our 2026 annual meeting of stockholders, which we intend to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2025.

Stock Performance Graph

~~Not applicable.~~44

56The following graph shows a comparison of cumulative total return on our Class A Common Stock, the Standard & Poor’s 500 Industrials Sector Index (the “S&P 500 Industrials Index”) and the NASDAQ 100 Index for the five fiscal years ended December 31, 2025. The total return graph and table assume that $100 was invested on December 31, 2020 (the last trading day of our fiscal year 2020) in each of GPGI Class A Common Stock, the S&P 500 Index and the NASDAQ 100 Index and assume that all dividends are reinvested.

The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our Class A Common Stock. The performance graph shall not be deemed to be "soliciting material" or to be "filed" under either the Securities Act or the Exchange Act.

The following table summarizes stock performance graph data points in dollars:


	Year Ended December 31,
	2020		2021		2022		2023		2024		2025
GPGI	$	100	$	81	$	49	$	53	$	160	$	243
S&P 500 Industrials Index	$	100	$	119	$	111	$	129	$	149	$	175
NASDAQ 100 Index	$	100	$	127	$	85	$	131	$	163	$	196

Sales of Unregistered Securities

On December 17, 2024, pursuant to the Agreement and Plan of Merger (the "Roman DBDR Merger Agreement"), dated April 19, 2021., by and among Roman DBDR, Roman Parent Merger Sub, LLC (a wholly-owned subsidiary of Roman DBDR), and Holdings, the Company issued an aggregate of approximately 3.6 million shares of Class A Common Stock to certain current and former Holdings equity holders upon achieving a $15.00 volume-weighted average price per share of Class A Common Stock., ~~The~~and ~~issued~~on ~~shares~~September ~~were~~8, ~~not~~2025, ~~registered~~issued ~~under~~an ~~the~~aggregate ~~Securities~~of ~~Act~~approximately ~~and~~4.4 ~~were~~million ~~issued~~shares in(as ~~reliance~~adjusted onfor the ~~exemption~~Spin-Off) ~~from~~of ~~registration~~Class ~~requirements~~A ~~provided~~Common byStock ~~Section~~to ~~4(a)(2)~~certain ofcurrent ~~the Securities Act~~ and~~/or~~ ~~Regulation~~former DHoldings ~~promulgated~~equity ~~thereunder,~~holders asupon achieving a ~~transaction~~$17.10 byvolume-weighted anaverage ~~issuer~~price ~~not~~per ~~involving~~share aof ~~public~~Class ~~offering~~A ~~without~~Common ~~any~~Stock ~~form~~(as ofadjusted ~~general~~for ~~solicitation,~~the ~~advertising~~Spin-Off). orThe ~~the~~initial ~~involvement~~issuance of ~~any~~these ~~underwriters.~~shares issued in connection with the

In accordance with the Holdings Second Amended and Restated LLC Agreement and the terms of the Exchange Agreement entered into in connection with the merger in December 2021, the Class B Units of Holdings may each be exchanged at the option of the holder, together with a corresponding cancellation of the corresponding number of shares of Class B Common Stock of the Company, on a one-for-one basis for shares of Class A Common Stock of the Company. There is no cash or other consideration paid by the holder in these transactions and, therefore, there is no cash or other consideration received by the Company. The shares of Class A Common Stock issued by the Company in such exchanges are exempt from registration pursuant to Section 4(a)(2) of the Securities Act. During the year ended December 31, 2024, the Company issued 59,958,422 shares of Class A Common Stock, respectively, upon the exchange of the same number of Class B Units and the cancellation of the same number of shares of Class B Common Stock held by the exchanging stockholders. There were no Class B Units outstanding at December 31, 2024.45

~~Purchases~~achievement of ~~Equity~~both earnout milestones under the Roman DBDR Merger Agreement were not registered under the Securities Act and were issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the ~~Issuer~~Securities Act and/or ~~Affiliated~~Regulation ~~Purchasers~~D promulgated thereunder, as a transaction by an issuer not involving a public offering without any form of general solicitation, advertising or the involvement of any underwriters.

~~Not~~In ~~applicable~~accordance with the governing documents of Holdings and the terms of the Exchange Agreement entered into in connection with the Roman DBDR Merger Agreement, the previously outstanding Class B Units of Holdings could be exchanged at the option of the holder, together with a corresponding cancellation of the corresponding number of previously outstanding shares of Class B Common Stock of the Company, on a one-for-one basis for shares of Class A Common Stock. ~~See~~There ~~"Dividend~~is ~~Policy~~no cash or other consideration paid by the holder in these transactions and, therefore, there is no cash or other consideration received by the Company. The shares of Class A Common Stock issued by the Company in such exchanges are exempt from registration pursuant to Section 4(a)(2) of the Securities ~~Repurchase~~Act. ~~Program"~~During ~~above~~the year ended December 31, 2024, the Company issued 59,958,422 shares of Class A Common Stock, respectively, upon the exchange of the same number of Class B Units and the cancellation of the same number of shares of Class B Common Stock held by the exchanging stockholders. There were no Class B Units outstanding as of December 31, 2025.

~~Securities~~In ~~authorized~~connection with the Husky Transaction, the Company issued approximately 55.3 million shares of Class A Common Stock to an affiliate of Platinum Equity in partial consideration for ~~issuance~~the acquisition of the Husky business, and issued approximately 106.1 million shares of Class A Common Stock at a purchase price of $18.50 per share to certain investors, resulting in gross proceeds of approximately $1.96 billion. These shares were offered and sold in unregistered offerings exempt from registration under ~~equity~~Section ~~compensation~~4(a)(2) ~~plans~~of the Securities Act and/or Regulation D and Regulation S promulgated thereunder, as transactions not involving a public offering.

The information required to be disclosed by this Item with respect to our equity compensation plans is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Compensation” contained in our definitive proxy statement for our 2024 annual meeting of stockholders, which we intend to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2024.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~The~~GPGI, ~~following~~through ~~discussion~~its ~~and~~wholly ~~analysis~~owned ofsubsidiary, ~~the~~Holdings, ~~Company’s~~is ~~financial~~a ~~condition~~platform ~~and~~designed ~~results of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes included elsewhere in this annual report on Form 10-K. In addition~~ to ~~historical consolidated financial information~~acquire, ~~the following discussion contains forward-looking statements that reflect the Company’s plans~~operate, ~~estimates~~ and ~~beliefs.~~scale ~~The~~high‑quality ~~Company’s~~businesses ~~actual~~across ~~results~~attractive ~~could~~end ~~differ~~markets, ~~materially~~consistent ~~from~~with ~~those~~its ~~discussed~~philosophy inof ~~the~~building ~~forward-looking~~great ~~statements.~~positions ~~Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly~~ in ~~the~~good ~~sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this annual report on Form 10-K~~industries.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Beginning February 28, 2025, the Company deconsolidated Holdings as a result of the Spin‑Off and the related CompoSecure Management Agreement. From that date, Holdings is accounted for under the equity method. Unless expressly stated, references to operating results, customers, products, debt and market risks pertain to Holdings; the Company’s results primarily reflect corporate‑level items (e.g., public company costs, fair‑value changes, taxes) and equity in earnings of Holdings. The discussion below does not reflect the results of operations of Husky, as the Husky Transaction was completed after the completion of the Company’s 2025 fiscal year.

Overview

Prior to the Husky Transaction, the Company’s business consisted solely of the CompoSecure operations conducted through its wholly owned subsidiary, Holdings. The Company, together with Holdings, and its operating subsidiaries, creates innovative, highly differentiated and customized financial payment card products for banks and other payment card issuers to support and increase their customer acquisition, customer retention and organic customer spend. The Company’s customers consist primarily of leading international and domestic banks and other payment card issuers primarily within the United States (“U.S.”), with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. The Company is a platform for next generation payment technology, security, and authentication solutions. The Company maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. The Company has established a niche position in the financial payment card market through over 20 years of innovation and experience and is focused primarily on this

5746

and other payment card issuers primarily within the United States (“U.S.”), with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. The Company is a platform for next generation payment technology, security, and authentication solutions. The Company maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. The Company has established a niche position in the financial payment card market through over 20 years of innovation and experience and is focused primarily on this attractive subsector of the financial technology market. The Company serves a diverse set of direct customers and indirect customers, including some of the largest issuers of credit cards in the U.S.

Recent Developments

On ~~June~~September 1127, 2024, Resolute Holdings was created as a wholly owned subsidiary of Holdings. On February 28, 2025, the Company ~~paid~~completed athe ~~special~~previously-announced ~~cash~~spin-off ~~dividend~~(the "Spin-Off") of Resolute Holdings. In connection with the Spin-Off, Holdings entered into the CompoSecure Management Agreement, pursuant to ~~Class~~which AResolute ~~shareholders~~Holdings provides management and other related services to Holdings in exchange for payment of quarterly management fees based on 2.5% of Holdings last twelve-months' Adjusted EBITDA as defined in the CompoSecure Management Agreement, ~~Inc~~measured for the period ending on the fiscal quarter then ended (“CompoSecure Management Agreement Adjusted EBITDA”). CompoSecure Management Agreement Adjusted EBITDA reflects (a) Holdings’ earnings before interest, taxes, depreciation, depletion and ~~made~~amortization, aextraordinary ~~corresponding~~losses ~~distribution~~and expenses, one-time and non-recurring expenses, and the CompoSecure Management Fee, less (b) GPGI’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). Holdings is also required to ~~Class~~reimburse BResolute ~~unitholders~~Holdings ofand its affiliates for Resolute Holdings.’ Asdocumented acosts ~~result~~and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings or its affiliates personnel who provide services to Holdings under the ~~special~~CompoSecure ~~cash~~Management ~~dividend~~Agreement. Resolute Holdings determines, in its sole and ~~distribution~~absolute discretion, ~~the~~whether ~~conversion~~a ~~price~~cost or expense will be borne by Resolute Holdings or by Holdings. The Spin-Off of ~~the~~Resolute ~~Exchangeable~~Holdings ~~Notes~~from the Company was ~~adjusted~~achieved tothrough the distribution of all outstanding shares of common stock, par value $100.980001 per share, ~~which~~of ~~resulted~~Resolute inHoldings an(the ~~adjustment~~"Resolute toHoldings ~~the~~Common ~~exchange~~Stock"), ~~rate~~on a pro rata basis, to ~~91.0972~~holders ~~shares~~of record of the Company’s Class A Common Stock, ~~per~~par value $10.0001 per share (the “Common Stock”). Each holder of record of Common Stock received one share of Resolute Holdings Common Stock for every twelve shares of Common Stock held on February 20,~~000~~ ~~principal~~2025, ~~amount~~the record date for the Spin-Off. In lieu of ~~notes~~fractional ~~exchanged~~shares of Resolute Holdings Common Stock, holders of Common Stock received cash. The distribution of shares of Resolute Holdings Common Stock in connection with the Spin‑Off was treated as a taxable dividend to the Company’s stockholders for U.S. federal income tax purposes.

OnThe ~~August 7,~~distribution ~~2024, all~~ of ~~the~~shares ~~holders~~ of ~~Class~~Resolute BHoldings Common Stock ofin connection with the ~~Company~~Spin-Off ~~and~~constituted ~~Resolute~~an ~~entered~~Extraordinary ~~into~~Dividend ~~stock~~as ~~purchase~~defined ~~agreements,~~in ~~pursuant~~the toagreement ~~which~~governing the ~~selling~~Company's ~~stockholders~~previously ~~would~~outstanding ~~exchange~~warrants ~~their~~(the ~~51,908,422~~"warrant ~~Class~~agreement"). BAs ~~units~~a ~~(and~~result, ~~corresponding~~the ~~shares~~warrant ofprice ~~Class~~was Bdecreased ~~Common~~from ~~Stock)~~$11.50 ~~for~~per ~~shares~~share of ~~Class A~~ Common Stock, ~~eliminating~~to ~~the~~$7.97 ~~Company's~~per ~~existing dual-~~share ~~class~~of ~~structure.~~Common ~~On September 17~~Stock, ~~2024, the Resolute Transaction closed~~ and ~~Resolute became~~ the ~~majority~~redemption ~~owner~~trigger ofprice ~~the~~was ~~Company~~decreased byfrom ~~acquiring~~$18.00 ~~49,290,409~~per ~~shares~~share of ~~Class A~~ Common Stock ofto ~~the Company for an aggregate purchase price of approximately~~ $~~372~~14.~~1 million,~~47 ~~or $7.55~~ per share, ~~representing~~of anCommon ~~approximately 60% voting interest~~Stock, ~~and,~~effective as of February 28, 2025,. ~~Resolute~~On ~~owned~~November ~~approximately~~3, ~~51%~~2025, of the ~~voting interest in the~~ Company's ~~Class~~issued Aa ~~Common~~Notice ~~Stock.~~of ~~The~~Redemption ~~Company~~for ~~was~~all ~~not~~outstanding ~~party~~public ~~to the stock purchase agreements. Prior to these transactions~~warrants, ~~holders~~resulting ofin ~~Class~~substantially Ball ~~Common~~then-outstanding ~~Stock~~warrants ~~held~~being ~~Class~~exercised Bbefore ~~units~~the inDecember ~~Holdings.~~3, ~~Subsequent~~2025 toredemption ~~the Resolute Transaction~~date, with the ~~Company~~remaining ~~owned~~warrants ~~100%~~redeemed offor ~~Holdings~~$0.01 Asper awarrant. ~~result of the Resolute Transaction~~Accordingly, ~~the Company~~ no ~~longer~~warrants ~~has~~remained ~~shares of Class B Common Stock~~ outstanding or asubject ~~non-controlling~~to ~~interest~~remeasurement as of December 31, ~~2024~~2025. The Company's tax receivable agreement liability and future payments thereunder increased as the Company realized an increase in tax basis of Holdings’ assets resulting from the exchange of Holdings' equity by unitholders in connection with the Resolute Transaction.

~~Effective September 19~~Historically, ~~2024,~~the ~~Resolute’s~~Company ~~acquisition~~operated ofand acontrolled ~~majority of~~ the ~~Company’s~~business ~~Class~~and Aaffairs ~~Common~~of ~~Stock~~Holdings ~~caused~~by avirtue ~~"Fundamental~~of ~~Change"~~its ascontrol ~~defined~~of in the ~~Indenture~~board toof ~~the~~managers ~~Exchangeable~~of ~~Notes~~Holdings, ~~(the~~and ~~"Indenture").~~thus ~~Triggering~~ the ~~Fundamental~~financial ~~Change~~results ~~provision provided holders~~ of ~~the~~Holdings ~~Exchangeable~~were ~~Notes~~consolidated ainto ~~choice~~the ~~to:~~financial ~~(1)~~statements ~~exchange~~of ~~their~~the ~~Exchangeable~~Company. ~~Notes~~As ~~for~~of ~~shares~~and ofsubsequent ~~Class~~to Athe ~~Common~~Spin-Off, ~~Stock~~and atas a ~~temporarily~~result ~~increased~~of ~~exchange~~the ~~rate~~execution of ~~104.5199~~the ~~shares~~CompoSecure ~~per~~Management $1Agreement,~~000~~ ~~principal~~control ~~amount~~ of ~~Exchangeable~~Holdings ~~Notes~~transferred ~~until~~to ~~November~~Resolute ~~27,~~Holdings ~~2024~~and ~~(with~~ the ~~exchange~~Company ~~rate~~no ~~then~~longer ~~reverting~~consolidates ~~to the existing 91~~Holdings.~~0972~~ ~~shares~~For ~~per~~periods ~~$1,000~~subsequent ~~principal~~to ~~amount~~the completion of ~~Exchangeable~~the ~~Notes).~~Spin-Off, ~~This~~Holdings ~~temporary~~is ~~increase~~treated inas ~~the~~a ~~exchange~~variable ~~rate~~interest ~~resulted~~entity inand anthe ~~adjustment~~results of ~~the~~operations ~~conversion~~of ~~price~~Holdings toand ~~$9.57~~its ~~per~~subsidiaries ~~share~~are ~~from~~no ~~September 19,~~longer ~~2024~~consolidated toin ~~November 29,~~the ~~2024.~~financial ~~(2)~~statements ~~have~~of the Company; ~~repurchase~~rather, ~~for~~such ~~cash~~results ofare ~~all~~consolidated ofin ~~such~~the ~~holder’s~~financial ~~Exchangeable~~statements ~~Notes~~of onResolute ~~November 29~~Holdings, ~~2024~~and atthe aCompany ~~repurchase~~accounts ~~price~~for ~~equal to 100% of~~ the ~~principal~~results ~~amount~~ of ~~the~~Holdings ~~Exchangeable~~and ~~Notes~~its tosubsidiaries be(including ~~repurchased~~the ~~plus~~CompoSecure ~~accrued~~ and ~~unpaid~~Husky ~~interest; or (3~~businesses) ~~continue~~using ~~to hold~~ the ~~Exchangeable~~equity ~~Notes.~~method ~~A notice was sent to all holders~~ of ~~Exchangeable Notes on October 9~~accounting, ~~2024~~with ~~providing~~the ~~details~~Company’s statement of ~~these~~operations ~~choices.~~reflecting ~~Through~~the ~~December 31,~~Company’s ~~2024,~~share ~~an aggregate~~ of ~~$130.0~~earnings ~~million~~ of ~~the~~Holdings ~~Exchangeable~~as ~~Notes~~earnings ~~had~~from ~~been surrendered and exchanged for~~ an ~~aggregate~~equity ofmethod 13investment,~~587,565~~ ~~newly-issued~~and ~~shares~~the ofCompany’s ~~Class~~consolidated Abalance ~~Common~~sheets ~~Stock.~~reflect Asits ofcarrying ~~December 31,~~value ~~2024~~in ~~all~~Holdings ofas ~~the~~an ~~Exchangeable~~equity ~~Notes~~method ~~were exchanged into shares of Class A Common Stock~~investment.

OnCertain ~~August 7,~~of ~~2024,~~Holdings' ~~the~~former ~~Company~~equity ~~entered~~holders ~~into~~had athe ~~Fourth~~right ~~Amended~~to ~~and~~receive ~~Restated~~additional ~~Credit~~shares ~~Agreement~~of ~~with~~Common ~~J.P.~~Stock ~~Morgan Change~~ ("~~JPMC~~Earnout Shares") ~~and~~in earnout consideration (collectively, the ~~lenders~~“Earnouts”). ~~party~~The ~~thereto~~Earnouts towere ~~refinance~~subject ~~its~~to ~~senior~~two ~~secured~~stock ~~indebtedness~~price thresholds, ~~which~~with ~~increased~~half of the ~~maximum~~Earnout ~~borrowing~~Shares ~~capacity~~awarded ofupon the ~~credit~~achievement ~~facility~~of toeach ~~$330~~threshold.0 ~~million~~The ~~comprising~~first ofEarnout athreshold ~~term~~was ~~loan~~achieved ofon ~~$200.0~~December ~~million~~17, 2024, and aapproximately ~~revolving~~3.8 ~~credit~~million ~~facility~~Earnout ofShares ~~$130.0~~were ~~million~~issued. The ~~senior~~second ~~credit~~Earnout ~~facility~~threshold iswas ~~set~~achieved ~~to mature~~ on ~~August~~September 78, ~~2029~~2025, and approximately 4.4 million Earnout Shares (as adjusted for the Spin-Off) were issued.

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~~During~~On ~~the~~September ~~year ended December 31~~18, ~~2024~~2025, the ~~trading price of the~~ Company's ~~Class~~transferred Aits ~~Common~~listing ~~Stock increased~~ from ~~$5.22~~The onNasdaq ~~January~~Stock 2Market, ~~2024~~LLC (“Nasdaq”) to ~~$15.33 on December 31, 2024. The increase in~~ the ~~stock~~New ~~price~~York ~~was~~Stock aExchange ~~primary driver of changes in~~ (the ~~fair value of the Company's aggregate earnout consideration liability and warrant liability of $171~~“NYSE”).~~8 million,~~ ~~which had a material effect on the Company's operating results included in this report.~~

AsOn aJanuary ~~result~~12, of2026, the ~~Business Combination discussed in Note 1 to the~~ Company~~'s audited consolidated financial statements~~, ~~certain~~through of Holdings', ~~equity~~completed ~~holders have~~ the ~~right~~Husky toTransaction. ~~receive~~In anconnection ~~aggregate~~with ofthe upcompletion ~~to7,500,000 additional shares~~ of the ~~Company's~~Husky ~~Class~~Transaction, AHusky ~~Common~~entered ~~Stock~~into ina ~~earnout~~management ~~consideration~~agreement (~~See Note 18 in Notes to Consolidated Financial Statements in this Form 10-K for further discussion) (~~the "~~Earnout~~Husky ~~Shares~~Management Agreement") ~~based~~with onResolute ~~the achievement of certain stock price thresholds (collectively~~Holdings, the ~~“Earnouts”).~~terms ~~The~~of ~~Earnouts~~which are ~~subject~~substantially identical to ~~two~~the ~~stock~~terms ~~price thresholds, with half~~ of the ~~Earnout~~CompoSecure ~~Shares~~Management ~~awarded~~Agreement. ~~upon~~Under the ~~achievement~~Husky ofManagement ~~each~~Agreement, ~~threshold.~~Resolute AsHoldings ~~described~~provides ~~elsewhere~~ongoing inmanagement ~~this~~and ~~report,~~operational ~~the~~oversight ~~first~~and ~~Earnout~~is ~~threshold~~entitled ~~was~~to ~~achieved,~~a ~~and~~quarterly ~~approximately~~management ~~3,600,000~~fee ~~Earnout~~equal ~~Shares~~to ~~were~~2.5% ~~issued~~of onthe ~~December~~trailing ~~17,~~twelve‑month ~~2024~~Adjusted ~~(this~~EBITDA ~~represents~~as ~~one-half~~defined ofin the ~~then-issuable7,500,000~~Husky ~~shares~~Management Agreement of ~~Class~~the AHusky ~~Common~~business, ~~Stock~~without ~~net~~duplication of ~~tax~~any ~~withholding~~amounts ~~for~~payable ~~employee~~under ~~recipients).~~the ~~Holdings'~~CompoSecure ~~equity~~Management ~~holders~~Agreement. ~~will~~Consistent ~~receive~~with the ~~balance~~CompoSecure ofManagement Agreement, the ~~Earnout~~Husky ~~Shares~~Management ifAgreement ~~the~~includes ~~applicable~~an ~~volume-weighted~~initial ~~average~~10‑year ~~price~~term ~~per~~with ~~share~~automatic ~~threshold~~10‑year isrenewal ~~met~~periods, ~~prior~~reflecting tothe ~~December~~long‑term ~~26,~~operating ~~2025.~~partnership established at closing.

OnFollowing ~~February 28, 2025,~~ the ~~Company~~completion ~~completed~~of the ~~Spin-Off~~Husky ofTransaction, ~~Resolute~~CompoSecure, ~~Holdings~~Inc. ~~The~~rebranded ~~distribution of all shares of Resolute Holdings Common Stock~~ to ~~holders~~GPGI, ~~of the Company’s Class A Common Stock as a pro rata dividend occurred on February 28~~Inc., ~~2025~~ and ~~Resolute~~CompoSecure Holdings ~~Common Stock began trading on Nasdaq on February 28~~, ~~2025 under the ticker “RHLD~~L.”L.C. ~~Holders~~rebranded ofto ~~the~~GPGI, ~~Company's Class A Common Stock received one (1) share of Resolute~~ Holdings, ~~Common~~L.L.C. ~~Stock~~Beginning ~~for~~January ~~every twelve (12) shares of Class A Common Stock held on February 20~~23, ~~2025~~2026, the ~~record date for the distribution. The distribution of shares of Resolute Holdings will give rise to a taxable gain to the~~ Company’s ~~and~~common ~~will~~stock becontinued ~~treated~~trading ason ~~a taxable dividend to all existing stockholders of~~ the ~~Company~~New ~~for~~York ~~U.S.~~Stock ~~federal and applicable state and local tax purposes. Investors should note that Resolute Holdings Management~~Exchange, ~~Inc.~~under isthe anew ~~distinct~~ticker ~~entity~~symbol ~~from Resolute Compo Holdings LLC, which acquired CompoSecure shares in September 2024, as described above~~“GPGI.”

InOn ~~connection~~January 14, ~~with~~2026, ~~the~~following ~~Spin-Off,~~completion ~~Resolute~~of ~~Holdings~~the ~~and~~Husky ~~CompoSecure~~Transaction, Holdings ~~L.L.C.,~~refinanced aapproximately ~~wholly-owned~~$2.1 ~~subsidiary~~billion of ~~the~~total ~~Company~~indebtedness ~~("Holdings"),~~that ~~entered~~was ~~into~~assumed ain ~~management~~the ~~agreement~~Husky ~~(the~~Transaction. ~~"Management~~The ~~Agreement")~~refinancing onincluded the ~~Distribution~~issuance ~~Date,~~of ~~pursuant~~$900 tomillion ~~which~~of ~~Resolute~~5.625% ~~Holdings~~senior issecured ~~responsible~~notes ~~for~~due 2033, ~~among~~the ~~other~~establishment ~~things:~~of ~~establishing~~a ~~and~~new ~~monitoring~~$1.2 ~~Holdings’~~billion ~~objectives,~~term ~~financing~~loan ~~activities~~facility ~~and~~maturing ~~operating~~in ~~performance;~~2033, ~~selecting~~ and ~~overseeing~~$400 ~~Holdings’~~million ~~management~~of ~~team~~revolving ~~and~~credit ~~their~~commitments ~~operating~~maturing ~~performance;~~in ~~devising~~2031. ~~capital~~The ~~allocation~~proceeds ~~strategies,~~from ~~plans~~these ~~and~~new ~~policies~~debt ofinstruments ~~Holdings;~~were ~~identifying,~~used ~~analyzing~~to ~~and~~refinance ~~overseeing~~Husky’s ~~the~~existing ~~consummation~~indebtedness ofand ~~business~~to ~~opportunities~~pay ~~and~~related ~~potential~~fees, ~~acquisitions~~costs, ~~dispositions~~premiums, and ~~other~~expenses ~~business~~incurred ~~transactions;~~in ~~and~~connection ~~reviewing~~with ~~and~~the ~~approving~~recapitalization ~~Holdings’~~of ~~compensation~~the ~~and~~combined ~~benefit~~company’s ~~plans,~~capital ~~programs, policies and agreements~~structure.

~~Holdings~~Economic isConditions required to pay Resolute Holdings a quarterly management fee equal to 2.5% of Holdings' last 12 months' Adjusted EBITDA, as defined in the Management Agreement. Holdings is also required to reimburse Resolute Holdings and its affiliates for their documented costs and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings' or their affiliates' personnel who provide services to Holdings under the Management Agreement. The Management Agreement has an initial term of 10 years and shall automatically renew for successive ten-year terms unless terminated in accordance with its terms. Each of Holdings and Resolute Holdings may terminate the Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require us to pay a termination fee, which could be significant and may be paid in cash, shares of common stock or a combination of cash and stock. See “Business — Recent Developments.”

Economic ~~Conditions~~tensions -and ~~globally~~changes in international trade policies, including new tariffs introduced by U.S. last year could impact the market for our products and services. In particular, a portion of the raw materials used by us to manufacture our products are obtained, directly or indirectly, from companies located outside of the United States. Additionally, a significant downturn in the ~~digital~~domestic ~~asset~~or ~~marketplace~~global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.

U.S. and international markets, and particularly the rapidly evolving digital assets industry, are experiencing uncertain and volatile economic conditions, including the war in Ukraine, the ongoing conflict in Israel, Gaza and the surrounding areas, sustained inflation, threats or concerns of recession, and supply chain disruptions. These conditions make it extremely difficult for us and our suppliers to accurately forecast and plan

future business activities. Additionally, a significant downturn in the domestic or global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.

The Company’s Arculus platform offers a broad range of secure authentication and digital asset storage solutions and enables our consumer Arculus Cold Storage Wallet for digital assets. We believe consumers can achieve enhanced protection by controlling their private keys with a cold storage wallet, such as the Arculus Cold Storage Wallet. At the same time, this market cycle has created uncertainty in timing for our anticipated Arculus ramp up, as some of our partners and targets have been impacted. Therefore, we have been taking a measured approach to better target the timing of our investments to support near-term and long-term opportunities.

Key Components of Results of Operations

Overview

Following the Spin‑Off on February 28, 2025, the Company no longer consolidates Holdings and instead accounts for its investment in Holdings under the equity method. The components of results of operations presented below primarily relate to the operations of Holdings prior to the Spin-Off, when the Company consolidated Holdings' operating results. The Husky Transaction closed on January 12, 2026, and therefore is not included in the results of operation for the year ended December 31, 2025.

Subsequent to the Spin-Off, the Company's activities have been limited to non-revenue generating functions such as its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement and income recognized from equity method investment.

Net Sales

Net sales reflect the Company’s revenue generated primarily from the sale of its products. Product sales primarily include the design and manufacturing of metal cards, including contact and dual interface cards. The Company also generates revenue from the sale of Prelams (which refers to pre-laminated sub-assemblies consisting of a composite of material layers which are partially laminated to be used as a component in the multiple layers of a final payment card or other card construction). Net sales include the effect of discounts and allowances which consist primarily of volume-based rebates.

Cost of Sales

The Company’s cost of sales includes the direct and indirect costs related to manufacturing products and providing related services. Product costs include the cost of raw materials and supplies, including various metals, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; depreciation and amortization; leases and rental charges; shipping and handling; and freight and insurance costs. Cost of sales can be impacted by many factors, including volume, operational efficiencies, procurement costs, and promotional activity.

Gross Profit and Gross Margin

The Company’s gross profit represents its net sales less cost of sales, and its gross margin represents gross profit as a percentage of its net sales.

Operating Expenses

The Company’s operating expenses are comprised of selling, general, and administrative expenses, which generally consist of personnel-related expenses for its corporate, executive, finance, information technology, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing.

Income from Operations and Operating Margin

Income from operations consists of the Company’s gross profit less its operating expenses. Operating margin is income from the Company’s operations as a percentage of its net sales.

Other ~~Expense~~Expenses, net

Other expense primarily consists of changes in fair value of warrant liability, earnout consideration liability and interest expense, net of any interest income.

Net (Loss) Income

Net (loss) income consists of the Company’s income from operations, less other expenses and income tax provision or benefit.

Factors Affecting the Company’s Operating Results

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges. Please see the factors discussed elsewhere in this ~~annual~~Annual ~~report~~Report on Form 10-K, including those discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

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Results of Operations

Year Ended December 31, ~~2024~~2025 Compared with Year Ended December 31, ~~2023~~2024

The following table presents the Company’s results of operations for the periods indicated:

	Year Ended December 31,
	2024		2023		$ Change		% Change
	2025		2024		$ Change		% Change
	(in thousands)
Net sales	$	~~420~~59,~~571~~824	$	~~390~~420,~~629~~571	$	29(360,~~942~~747)	8(86	%)
Cost of sales	~~201~~31,~~344~~077		~~181~~201,~~547~~344		19(170,~~797~~267)		11(85	%)
Gross profit	~~219~~28,~~227~~747		~~209~~219,~~082~~227		10(190,~~145~~480)		5(87	%)
Operating expenses:
Selling, general and administrative expenses	~~111~~42,~~605~~478		89111,~~995~~605		21(69,~~610~~127)		24(62	%)
Income from operations	~~107~~(13,~~622~~731)		~~119~~107,~~087~~622		(11121,~~465~~353)		(10113	%)
Other expense, net	(~~188~~212,~~597~~053)		(2188,~~011~~597)		(~~186~~23,~~586~~456)		~~9278~~12	%
(Loss) income before income taxes	(80225,~~975~~784)		~~117~~(80,~~076~~975)		(~~198~~144,~~051~~809)		~~(169~~179	%)
Income tax expense	(239,~~187~~026)		(42,~~556~~187)		2(36,~~369~~839)		~~(52~~1684	%)
Net (loss) income	(83,162)		112,520		(195,682)		(174	%)
(Loss) income before earnings in equity method investment	(264,810)		(83,162)		(181,648)		218	%
Net (loss) income attributable to redeemable non-controlling interests	(29,443)		93,281		(122,724)		(132	%)
Earnings in equity method investment	128,805		—		128,805		100	%
Net (loss) income attributable to CompoSecure, Inc	$	(53,719)	$	19,239	$	(72,958)	(379	%)
Net loss	(136,005)		(83,162)		(52,843)		64	%
Net (loss) income attributable to redeemable non-controlling interests	—		(29,443)		29,443		(100	%)
Net (loss) income attributable to GPGI, Inc	$	(136,005)	$	(53,719)	$	(82,286)	153	%

	Year Ended December 31,
	2024		2023
	2025		2024
Gross Margin	52	%	54	%
Gross margin	48	%	52	%
Operating margin	26(23	%)	3026	%

Net Sales

	Year Ended December 31,
	2024		2023		$ Change		% Change
	2025		2024		$ Change		% Change
	(in thousands)
Net sales by region
Domestic	$	~~343~~54,~~465~~480	$	~~321~~343,~~470~~465	$	21(288,~~995~~985)	7(84	%)
International	775,~~106~~344		6977,~~159~~106		7(71,~~947~~762)		11(93	%)
Total	$	~~420~~59,~~571~~824	$	~~390~~420,~~629~~571	$	29(360,~~942~~747)	8(86	%)

The Company’s net sales for the year ended December 31, ~~2024~~2025 ~~increased~~decreased by $29360.97 million, or 886%, to $~~420~~59.68 million compared to $~~390~~420.6 million for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease was driven by ~~continued~~the ~~domestic~~deconsolidation ~~growth~~of inHoldings ~~the~~on ~~Company’s~~February ~~premium~~28, ~~payment~~2025. ~~card~~Holdings ~~business,~~generated ~~which~~$402.2 ~~was~~million upof ~~7%,~~net ~~and~~sales ~~international~~during ~~sales,~~the ~~which~~period ~~were~~from upFebruary ~~11%.~~28, 2025

6250

~~Domestic:~~to ~~The Company’s domestic net sales for the year ended~~ December 31, ~~2024 increased $22.0 million~~2025, orand ~~7%,~~is toreflected ~~$343.5~~within ~~million~~earnings ~~compared~~from toequity ~~$321.5~~method ~~million~~investment ~~for~~rather ~~the~~than ~~year~~net ~~ended~~sales ~~December 31,~~following ~~2023~~deconsolidation. ~~The increase was primarily due to higher customer acquisition by the Company’s clients as they continued to experience higher demand.~~

~~International~~Domestic: The Company’s ~~international~~domestic net sales for the year ended December 31, ~~2024~~2025 ~~increased~~decreased $7289.90 million, or 1184%, to $7754.15 million compared to $69343.25 million for the year ended December 31, ~~2023~~2024. ~~The~~Holdings ~~international~~generated ~~customer~~$345.2 ~~base~~million ~~is comprised~~ of ~~a larger population of smaller customers relative to the~~ domestic ~~customer~~net ~~base. There were increased~~ sales ~~across~~during the ~~customer~~period ~~base~~from ~~driving~~February ~~growth~~28, in2025 ~~net~~to ~~sales~~December 31, ~~during 2024~~2025.

InInternational: ~~addition,~~The ~~the following table presents the~~ Company’s international net sales for the ~~three~~year ~~months~~ended December 31, 2025 decreased $71.8 million, or 93%, to $5.3 million compared to $77.1 million for the year ended December 31, 2024. ~~compared~~The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $57.1 million of international net sales during the period from February 28, 2025 to December 31, ~~2023:~~2025.

	Three Months Ended December 31,
	2024		2023		$ Change		% Change
	(in thousands)
Net Sales	$	100,859	$	99,900	$	959	1	%

The Company’s net sales for the three months ended December 31, 2024 increased $1.0 million, or 1%, to $100.9 million compared to $99.9 million for the three months ended December 31, 2023.

Gross Profit and Gross Margin

The Company’s gross profit for the year ended December 31, ~~2024~~2025 ~~increased~~decreased $10190.15 million, or 587%, to $~~219~~28.27 million compared to $~~209~~219.12 million for the year ended December 31, ~~2023~~2024, while the gross profit margin decreased from 5452% to 5248%. The decrease in gross ~~margin~~profit was ~~partially~~primarily driven by ~~initial production of new and innovative card constructions, which resulted in lower production efficiencies, and~~ the ~~impact~~deconsolidation of ~~inflationary pressure on wages and materials for the year ended December 31, 2024~~Holdings.

Operating Expenses

The Company’s operating expenses for the year ended December 31, ~~2024~~2025 ~~increased~~decreased $2169.61 million, or 2462%, to $~~111~~42.65 million compared to $90111.06 million for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease was driven primarily by ~~an increase in professional fees of $10.4 million associated with~~ the ~~Resolute~~deconsolidation ~~Transaction and Spin-Off, stock-based compensation~~ of $3Holdings.7 million, salaries and employee benefits of $3.2 million, bonus expenses of $3.3 million, computer software supplies of $0.8 million and various other costs of $1.4 million. These increases were partially offset by decreases in commission expenses of $0.6 million and reductions in marketing expenses of $0.6 million.

(Loss) Income from Operations and Operating Margin

During the year ended December 31, ~~2024~~2025, the Company had ~~income~~a loss from operations of $~~107~~13.67 million compared to income from operations of $~~119~~107.16 million for the year ended December 31, ~~2023~~2024. The Company’s operating margin for the year ended December 31, ~~2024~~2025 decreased to 26(23%) compared to 3026% for the year ended December 31, ~~2023~~2024. The decrease in income from operations and operating margin was driven primarily ~~due~~by to the ~~decrease~~deconsolidation ~~in gross margin as a percentage~~ of ~~revenue and increase in operating expenses offset by revenue growth~~Holdings.

Other (Expenses), Net

Other expenses for the year ended December 31, ~~2024~~2025 increased $~~186~~23.65 million, or ~~9,278~~12%, to $~~188~~212.61 million compared to $2188.06 million for the year ended December 31, ~~2023~~2024. The increase in other expenses was primarily due to changes in the fair value of earnout consideration liability, ~~warrant liability~~ and ~~make-whole~~warrant liability resulting in non-cash expenses of $~~171~~208.81 million for the year ended December 31, ~~2024~~2025, compared to ~~income of~~ $22171.18 million in the year ended December 31, ~~2023,~~2024. ~~resulting~~The inincrease anwas ~~increase~~partially offset by a decrease in ~~operating~~net interest expense of $~~194~~15.01 million. ~~The~~resulting ~~increase~~from inthe ~~expense~~conversion ~~related~~of toall of the ~~changes~~Company's inpreviously-outstanding ~~fair~~exchangeable ~~value~~notes ~~was~~(the ~~offset~~"Exchangeable byNotes") ~~lower~~into ~~interest~~shares ~~expense~~of ~~resulting~~Common ~~from~~Stock ~~principal~~during ~~payments~~the ~~made~~fourth onquarter of 2024 and the ~~outstanding~~deconsolidation ~~term~~of Holdings. As a result of the deconsolidation, all interest on Holdings debt is reflected within earnings in equity method investment.

63Earnings in Equity Method Investment

~~loan~~Beginning ~~and~~February 28, 2025, the ~~conversion~~Company recognizes its share of ~~all~~Holdings’ ~~outstanding~~net ~~Exchangeable~~income ~~Notes~~within ~~into~~“Earnings ~~shares~~in ofequity ~~Class~~method Ainvestment,” ~~Common~~which ~~Stock~~totaled ~~resulting~~$128.8 million for 2025. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related CompoSecure Management Agreement. Refer to Note 6 in ~~reduced~~the ~~interest~~consolidated ~~expense~~financial onstatements for the ~~Exchangeable~~results ~~Notes~~of our equity method investment.

Income Tax Expense

The Company's income tax expense for the year ended December 31, ~~2024~~2025 was $239.20 million, compared to $42.62 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase in ~~income~~ tax expense was ~~attributable~~primarily related to the ~~valuation of non-cash items and the elimination of the~~ Company's ~~Up-C~~being ~~structure in connection with the Resolute Transaction during the third quarter of 2024.~~

~~Year Ended December 31, 2023 Compared with Year Ended December 31, 2022~~51

subject to tax on 100% of Holdings’ taxable income following the Tungsten Transactions, along with a taxable gain on appreciated property resulting from the Spin-Off.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

The following table presents the Company’s results of operations for the periods indicated:

	Year Ended December 31,
	2023		2022		$ Change		% Change
	2024		2023		$ Change		% Change
	(in thousands)
Net sales	$	~~390~~420,~~629~~571	$	~~378~~390,~~476~~629	$	1229,~~153~~942	38	%
Cost of sales	~~181~~201,~~547~~344		~~158~~181,~~832~~547		2219,~~715~~797		1411	%
Gross profit	~~209~~219,~~082~~227		~~219~~209,~~644~~082		(10,~~562)~~145		(5	%)
Operating expenses:
Selling, general and administrative expenses	89111,~~995~~605		~~104~~89,~~749~~995		~~(14~~21,~~754)~~610		~~(14~~24	%)
Income from operations	~~119~~107,~~087~~622		~~114~~119,~~895~~087		4(11,~~192~~465)		4(10	%)
Other (expense) income, net	(2,011)		21,280		(23,291)		(109	%)
Other expense, net	(188,597)		(2,011)		(186,586)		9278	%
Income before income taxes	117,076		136,175		(19,099)		(14	%)
(Loss) Income before income taxes	(80,975)		117,076		(198,051)		(169	%)
Income tax expense	(42,~~556~~187)		(4,~~360~~556)		~~(196)~~2,369		4(52	%)
Net income	112,520		131,815		(19,295)		(15	%)
Net (loss) income	(83,162)		112,520		(195,682)		(174	%)
Net income attributable to redeemable non-controlling interests	93,281		113,158		(19,877)		(18	%)
Net (loss) income attributable to redeemable non-controlling interests	(29,443)		93,281		(122,724)		(132	%)
Net income attributable to CompoSecure, Inc	$	19,239	$	18,657	$	582	3	%
Net (loss) income attributable to GPGI, Inc	$	(53,719)	$	19,239	$	(72,958)	(379	%)

	Year Ended December 31,
	2023		2022
	2024		2023
Gross Margin	54	%	58	%
Gross margin	52	%	54	%
Operating margin	3026	%	30	%

Net Sales

	Year Ended December 31,
	2023		2022		$ Change		% Change
	2024		2023		$ Change		% Change
	(in thousands)
Net sales by region:
Domestic	$	~~321~~343,~~470~~465	$	~~295~~321,~~423~~470	$	2621,~~047~~995	97	%
International	6977,~~159~~106		8369,~~053~~159		~~(13~~7,~~894)~~947		~~(17~~11	%)
Total	$	~~390~~420,~~629~~571	$	~~378~~390,~~476~~629	$	1229,~~153~~942	38	%

The Company’s net sales for the year ended December 31, ~~2023~~2024 increased by $1229.29 million, or 38%, to $~~390~~420.6 million compared to $~~378~~390.56 million for the year ended December 31, ~~2022~~2023. The increase was ~~primarily~~ driven by continued domestic growth in the ~~Company~~CompoSecure business’s premium payment card business, which was up 97%., ~~This~~and ~~was~~international ~~offset~~sales, bywhich ~~lower~~were up 11%.

6452

~~international~~Domestic: The Company’s domestic net sales for the year ended December 31, ~~which~~2024 isincreased a$22.0 ~~more~~million, ~~variable~~or ~~market~~7%, ~~due~~to $343.5 million compared to ~~current~~$321.5 ~~global~~million ~~economic~~for ~~uncertainty~~the year ended December 31, ~~customer~~2023. ~~mix~~The ~~and~~increase awas ~~smaller~~primarily ~~sales~~due ~~base~~to added accounts by existing customers of the CompoSecure business as they continued to experience higher demand.

~~Domestic~~International: The Company’s ~~domestic~~international net sales for the year ended December 31, ~~2023~~2024 increased $267.19 million, or 911%, to $~~321~~77.~~5million~~1 million compared to $~~295~~69.42 million for the year ended December 31, ~~2022~~2023. The ~~increase~~international ~~was~~customer ~~primarily~~base ~~due~~of the CompoSecure business is comprised of a larger population of smaller customers relative to ~~higher~~its domestic customer ~~acquisition~~base. byThere were increased sales across the ~~Company’s~~customer ~~clients~~base asdriving ~~they~~growth ~~continued~~in tonet ~~experience~~sales ~~higher~~during ~~demand~~2024.

International: The Company’s international net sales for the year ended December 31, 2023 decreased $13.9 million, or 17%,to $69.2 million compared to $83.1 million for the year ended December 31, 2022. This decrease was primarily due to current global economic uncertainty and international markets being a more variable market due to customer mix and a smaller sales base.

Gross Profit and Gross Margin

The Company’s gross profit for the year ended December 31, ~~2023~~2024 ~~decreased~~increased $10.61 million, or 5%, to $~~209~~219.12 million compared to $~~219~~209.71 million for the year ended December 31, ~~2022~~2023, while the gross profit margin decreased from 5854% to 5452%. The decrease in gross margin ~~percentage~~ was ~~due~~partially todriven ~~lower~~by initial production ~~efficiencies~~of ~~from~~ new and innovative card constructions in the CompoSecure business, aswhich ~~well~~resulted asin lower production efficiencies, and the impact of inflationary pressure on wages and materials for the year ended December 31, ~~2023~~2024.

Operating Expenses

The Company’s ~~prudent control on~~ operating expenses ~~led to a $14.7 million, or 14%, expense decrease~~ for the year ended December 31, ~~2023~~2024 ~~compared~~increased to$21.6 ~~the year ended December 31~~million, ~~2022.~~or ~~Total operating expenses for the year ended December 31~~24%, ~~2023~~to ~~were~~ $90111.06 million compared to $~~104~~90.70 million for the year ended December 31, ~~2022~~2023. The ~~decrease~~increase was driven primarily by aan ~~decrease~~increase in ~~bonus~~professional ~~expenses~~fees of $210.74 million associated with the Tungsten Transactions and Spin-Off, ~~commission~~stock-based ~~expenses~~compensation of $83.17 million, ~~reductions~~salaries inand ~~marketing~~employee ~~expenses~~benefits of $73.2 million, ~~insurance~~bonus expenses of $43.23 million, ~~and~~computer ~~professional~~software ~~fees~~supplies of $0.58 million, asand ~~well as a decrease in~~ various other costs ~~aggregating~~of $1.64 million. ~~This~~These ~~was~~increases were partially offset by ~~increases~~decreases in ~~stock-based~~commission ~~compensation~~expenses of $60.16 million and ~~increases~~marketing inexpenses ~~salaries and employee benefits~~ of $30.56 million.

Income from Operations and Operating Margin

During the year ended December 31, ~~2023~~2024, the Company had income from operations of $~~119~~107.16 million compared to income from operations of $~~114~~119.91 million for the year ended December 31, ~~2022~~2023. The Company’s operating margin for the year ended December 31, ~~2023~~2024 ~~remained~~decreased ~~consistent,~~to at26% compared to 30%, ~~with~~for the year ended December 31, ~~2022~~2023. The decrease in operating margin was primarily due to the decrease in gross margin as a percentage of revenue and increase in operating expenses offset by revenue growth.

Other (Expenses~~) Income~~, Net

~~Interest~~Other ~~expense~~expenses for the year ended December 31, ~~2023~~2024 increased $1186.6 million, or 79,278%, to $24188.26 million compared to $222.50 million for the year ended December 31, ~~2022~~2023. AnThe increase ~~interest~~in ~~rate~~other ~~swap~~expenses ~~which~~was ~~the~~primarily ~~Company~~due ~~entered~~to changes in ~~January~~the ~~2022~~fair ~~provided~~value aof ~~benefit~~earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expenses of $4171.98 million for the year ended December 31, ~~2023.~~2024, ~~See~~compared ~~Liquidity~~to ~~and~~income ~~Capital~~of $22.1 ~~Resources~~million ~~below~~in ~~for more detail on~~ the ~~existing~~year ~~credit~~ended ~~facility.~~December 31, ~~There~~2023, ~~was~~resulting in an ~~overall~~ increase in ~~other~~operating ~~expenses~~expense ~~due~~of to$194.0 ~~the~~million. ~~reduction~~The increase in ~~favorable~~expense ~~changes~~related to the changes in fair value ofwas ~~mark-to-market~~offset ~~instruments~~by ~~compared~~lower tointerest ~~December~~expense ~~31,~~resulting ~~2022.~~from ~~The~~principal ~~decrease~~payments inmade ~~favorable~~on ~~changes in~~ the ~~fair~~outstanding ~~value~~term ofloan ~~mark-to-market~~and ~~instruments~~the ~~were~~conversion ~~primarily~~of ~~due~~all tooutstanding ~~the~~Exchangeable ~~increase~~Notes ininto ~~the~~shares ~~price~~ of ~~the~~Common ~~Company's~~Stock ~~Class~~resulting Ain ~~common~~reduced ~~stock~~interest ~~compared~~expense toon ~~December~~the ~~31,~~Exchangeable ~~2022~~Notes.

~~Net~~ Income Tax Expense

The Company’'s ~~net~~ income tax expense for the year ended December 31, ~~2023~~2024 was $~~112~~2.52 million, compared to ~~net income of~~ $~~131~~4.86 million for the year ended December 31, ~~2022~~2023. The decrease was driven by the decrease in gross profit, changes to the fair value of warrant liabilities, earnout consideration liability and derivative liability, offset by the decrease in operating expenses.

6553

Use of Non-GAAP Financial Measures

This Form 10-K includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. The Company believes EBITDA, Adjusted EBITDA, Adjusted Net Income and non-GAAP earnings per share (EPS) are useful to investors in evaluating the Company’s financial performance. The Company uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. In addition, the Company’s debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA and non-GAAP earnings per share should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA and non-GAAP earnings per share are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity, and may be different from similarly titled non-GAAP measures used by other companies.

~~The~~Following ~~following~~the ~~unaudited~~Spin-Off ~~table~~of ~~presents~~Resolute Holdings and the ~~reconciliation~~CompoSecure ofManagement ~~net~~Agreement, ~~income~~and the resulting shift to ~~EBITDA~~equity ~~and~~method ~~Adjusted~~accounting ~~EBITDA~~under ~~for~~GAAP ~~the~~beginning ~~years~~February ~~ended~~28, ~~December 31~~2025, ~~2024~~the Company presents a broader set of non-GAAP measures, ~~2023~~including Net Sales and ~~2022~~Gross Profit from Holdings on a combined basis, to provide investors with consistent, comparable financial information that better represents the underlying performance of the business across reporting periods.

	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Net (loss) income	$	(83,162)	$	112,520	$	131,815
Add:
Depreciation and amortization	9,174		8,387		8,575
Income tax expense	2,187		4,556		4,360
Interest expense, net (1)	16,780		24,156		22,544
EBITDA	$	(55,021)	$	149,619	$	167,294
Stock-based compensation expense	21,235		17,562		11,465
Mark to market adjustments, net (2)	171,817		(22,145)		(42,533)
September Resolute deal expenses	2,726		—		—
Secondary offering transaction costs	586		—		—
Debt refinance costs	225		—		—
Additional earnout costs	3,680		—		—
Spin-off costs	6,119		—		—
Adjusted EBITDA	$	151,367	$	145,036	$	136,226

The Company uses these non-GAAP measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and measure incentive compensation. We believe that these non-GAAP financial measures depict the true economic performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. We believe EBITDA and Adjusted EBITDA provide valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Income and Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items. Additionally, the Company’s debt agreements contain covenants based on variations of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results.

~~(1)Includes~~EBITDA, ~~amortization~~Adjusted ofEBITDA, ~~deferred~~Adjusted ~~financing~~Net ~~costs~~Income and ~~loss~~non-GAAP onEPS ~~extinguishment~~should not be considered as measures of ~~debt~~financial ~~for~~performance under U.S. GAAP, and the ~~years~~items ~~ended~~excluded ~~December 31~~from EBITDA, ~~2024~~Adjusted EBITDA, ~~2023~~Adjusted Net Income and ~~2022~~non-GAAP EPS are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies.

~~(2)Includes~~The ~~the~~following ~~changes~~unaudited intable ~~fair~~presents ~~value~~the reconciliation of ~~warrant~~net ~~liability,~~income ~~derivative~~to ~~liabilities~~EBITDA and ~~earnout~~Adjusted ~~consideration~~EBITDA ~~liability~~ for the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

6654


	Year Ended December 31,
	2025		2024		2023
	(in thousands)
Net (loss) income	$	(136,005)	$	(83,162)	$	112,520
Add:
Depreciation and amortization (2)	9,377		9,174		8,387
Income tax expense	39,026		2,187		4,556
Interest expense, net (1)	7,576		16,780		24,156
EBITDA	$	(80,026)	$	(55,021)	$	149,619
Stock-based compensation expense (2)	22,777		21,235		17,562
Mark to market adjustments, net (2,3)	208,059		171,817		(22,145)
Husky Transaction costs (4)	7,077		—		—
Tungsten Transactions costs (5)	—		2,726		—
Secondary offering transaction costs	—		586		—
Debt refinance costs	—		225		—
Loss on remeasurement of TRA Liability	3,465		—		—
Additional earnout costs	4,967		3,680		—
Spin-Off costs (6)	5,452		6,119		—
Adjusted EBITDA	$	171,771	$	151,367	$	145,036

(1)Includes amortization of deferred financing costs for the years ended December 31, 2025, 2024 and 2023 and loss on extinguishment of debt for the years ended December 31, 2024

(2) The presented adjustments include amounts related to both the Company and its equity method investment in Holdings for the year ended December 31, 2025.

(3) Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the years ended December 31, 2025, 2024 and 2023.

(4) Husky Transaction costs for the year ended December 31, 2025 primarily include advisory, legal and other professional fees incurred in connection with the Husky business combination.

(5) Tungsten Transactions costs for the year ended December 31, 2024 represent deal‑related expenses incurred in connection with the Tungsten Transactions completed on September 17, 2024.

(6) Spin-Off costs for the years ended December 31, 2025 and December 31, 2024 represent deal‑related expenses incurred in connection with the Spin-Off completed on February 28, 2025.

The following unaudited table presents the non-GAAP earnings per share and reconciliation of GAAP net (loss) income to non-GAAP adjusted net income for the periods indicated below to reflect current and deferred income tax expenses. The below presentation does not include a full tax provision. The Company applies a blended tax rate to its income before taxes and to all adjustments. Additionally, the below table includes Class B shares to eliminate the impact of the Company's historical Up-C structure.

	Year Ended December 31,
	2024		2023		2022
	(in thousands) except per share amounts
Basic:
Net (loss) income	$	(83,162)	$	112,520	$	131,815
Add: provision for income taxes	2,187		4,556		4,360
(Loss) income before income taxes	(80,975)		117,076		136,175
Add (less): mark-to-market adjustments (1)	171,817		(22,145)		(42,533)
Add: stock-based compensation	21,235		17,562		11,465
Add: secondary offering transaction costs	586		—		—
Add: September Resolute deal expenses	2,726		—		—
Add: debt refinance costs	225		—		—
Add: additional earnout costs	3,680		—		—
Add: spin-off costs	6,119		—		—
Adjusted net income before tax	125,413		112,493		105,107
Income tax expense (2)	27,240		24,433		22,367
Adjusted net income	$	98,173	$	88,060	$	82,740
Common shares outstanding used in computing net income per share, basic:
Class A and Class B common shares (3)	83,834		78,619		75,697
Adjusted net income per share - basic	$	1.17	$	1.12	$	1.09
Diluted:
Adjusted net income	$	98,173	$	88,060	$	82,740
Add: Interest on convertible notes net of tax	3,238		7,123		7,164
Adjusted net income used in computing net income per share, diluted (5)	$	101,411	$	95,183	$	89,904
Common shares outstanding used in computing net income per share, diluted:
Warrants (4)	8,094		8,094		8,094
Exchangeable Notes (5)	11,629		13,000		13,000
Equity awards	3,411		3,651		4,183
Total shares outstanding used in computing net income per share - diluted (5)	106,968		103,364		100,974
Adjusted net income per share - diluted	$	0.95	$	0.92	$	0.89

1) Includes the changes in fair value of warrant liability, make-whole provision of Exchangeable Notes and earnout consideration liability.


	Year Ended December 31,
	2025		2024		2023
	(in thousands) except per share amounts
Basic:
Net (loss) income	$	(136,005)	$	(83,162)	$	112,520
Add : provision for income taxes	39,026		2,187		4,556
Add (less): mark-to-market adjustments (1)	208,059		171,817		(22,145)
Add: stock-based compensation	22,777		21,235		17,562
Add: Husky Transaction costs	7,077		—		—
Add: secondary offering transaction costs	—		586		—
Add: Tungsten Transactions costs	—		2,726		—
Add: debt refinance costs	—		225		—
Add: Loss on remeasurement of TRA Liability	3,465		—		—
Add: additional earnout costs	4,967		3,680		—
Add: Spin-Off costs	5,452		6,119		—
Adjusted net income before tax	154,818		125,413		112,493
Income tax expense (2)	34,029		27,240		24,433
Adjusted net income	$	120,789	$	98,173	$	88,060
Common shares outstanding used in computing net income per share, basic:
Class A and Class B common shares (3)	110,517		83,834		78,619
Adjusted net income per share - basic	$	1.09	$	1.17	$	1.12

Diluted:
Adjusted net income	$	120,789	$	98,173	$	88,060
Add: Interest on convertible notes net of tax (5)	—		3,238		7,123
Adjusted net income used in computing adjusted net income per share, diluted (4)	$	120,789	$	101,411	$	95,183
Common shares outstanding used in computing adjusted net income per share, diluted:
Warrants (4)	5,715		8,094		8,094
Exchangeable Notes (5)	—		11,629		13,000
Equity awards	4,728		3,411		3,651
Total shares outstanding used in computing adjusted net income per share - diluted	120,960		106,968		103,364
Adjusted net income per share - diluted	$	1.00	$	0.95	$	0.92

67(1) Includes the changes in fair value of warrant liability, make-whole provision of Exchangeable Notes and earnout consideration liability.

(2) Reflects current and deferred income tax expenses. ~~Calculated~~For the years ended 2024 and 2023, it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the year ended 2025, it was calculated by applying the Company's assumed effective tax rate.

(3) Assumes both Class A and Class B shares participate in earnings and are outstanding at the end of the period. There were no Class B shares outstanding as of December 31, 2025 and 2024.

(4) Assumes treasury stock method, valuation at assumed fair market value of $18.00 for the years ended 2024 and 2023.

~~5) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income.~~56

(5) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the Company's fiscal year ended December 31, 2025.

Liquidity and Capital Resources

GPGI's primary sources of liquidity are its existing cash and cash equivalents balances, funding from its wholly owned subsidiary, Holdings, which are treated as distributions from Holdings to the Company, and potential proceeds from the sale of stock. Historically, these sources of liquidity have also included proceeds from the exercise of the Company’s previously-outstanding redeemable warrants. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as D&O insurance, professional fees, and stock exchange listing fees. Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).

As of December 31, 2025, the Company had cash and cash equivalents of $114.6 million and Holdings had cash and cash equivalents of $157.0 million, investment in US treasury bills of $41.1 million and total debt principal outstanding of $186.3 million. As of December 31, 2024, the Company had aggregate cash and cash equivalents of $77.5 million and total debt principal outstanding of $197.5 million.

The Company believes that available cash and cash equivalents at December 31, 2025 of $114.6 million are sufficient to meet the liquidity needs of the Company. The Company anticipates that to the extent that the Company and/or Holdings requires additional liquidity, it will be funded through borrowings on Holdings' revolving credit facility, the incurrence of other indebtedness, or a combination thereof and/or offering of the Company's equity or debt securities in capital markets. The Company cannot be assured that it or Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of the Company and Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that Holdings will generate sufficient cash flows from operations or that future capital will be available from additional indebtedness or other sources to meet the liquidity needs of the Company and Holdings. The Company has announced plans to use acquisitions as part of its growth strategy. As the Company pursues acquisitions, the Company and/or Holdings may incur additional equity or debt financings to complete such acquisitions.

Effective September 19, 2024, the Tungsten acquisition of a majority of the Company’s Class A Common Stock caused a Fundamental Change, as defined in the Indenture to the Exchangeable Notes. This Fundamental Change provided holders of the Exchangeable Notes a choice to: (1) exchange the Exchangeable Notes for shares of Class A Common Stock at a temporarily increased exchange rate of 104.5199 shares per $1,000 principal amount of Exchangeable Notes until November 27, 2024 (with the exchange rate then reverting to the existing 91.0972 shares per $1,000 principal amount of Exchangeable Notes); (2) have the Company repurchase for cash of all of such holder’s Exchangeable Notes on November 29, 2024 at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased plus accrued and unpaid interest; or (3) continue to hold the Exchangeable Notes. Through December 31, 2024, all $130 million of the Exchangeable Notes were surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of Common Stock. As of December 31, 2024, all of the Exchangeable Notes had been converted into shares of Common Stock.

On November 2, 2025, the Company entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, pursuant to which the Company combined with Husky Technologies Limited. The transaction closed on January 12, 2026 for aggregate consideration valued at approximately $5.0 billion, funded through a combination of debt financing, a private placement of common stock, equity rollover from Platinum Equity, and cash consideration, as described above. In connection with the closing, Husky became a wholly owned subsidiary of

Holdings. Additional information is included in Note 19 of the Company's Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K (the "Consolidated Financial Statements").

On November 3, 2025, the Company called for redemption all of its issued and outstanding redeemable warrants. During the year ended December 31, 2025, the Company received $156.2 million of cash and issued 21,192,626 shares in connection with exercises of the warrants by the holders thereof. As of December 31, 2025, no warrants remained outstanding.

In connection with the closing of the Husky Transaction, the Company repaid in full all outstanding obligations under Holdings' existing credit facility and terminated all related commitments. No early termination penalties or prepayment premiums were incurred in connection with the payoff. This repayment represents the removal of our prior revolving and term loan structure and the associated interest expense, covenants, and liquidity considerations that were in place as of December 31, 2025. Additional information is included in Note 19 of the Consolidated Financial Statements.

On January 14, 2026, following the completion of the Husky Transaction, Holdings completed a refinancing of approximately $2.1 billion of indebtedness that was assumed as part of the Husky Transaction (the "Refinancing Transactions"). The Refinancing Transactions included (i) the issuance of $900.0 million of 5.625% senior secured notes due 2033 (the "Notes"), (ii) the establishment of a new $1.2 billion term loan facility maturing in 2033 (the "New Term Loan"), and (iii) $400.0 million of revolving credit commitments maturing in 2031 (the "New Revolving Facility"). Proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related fees, costs, premiums, and expenses incurred in connection with the recapitalization of the combined company’s capital structure. Additional information is included in Note 19 of the Consolidated Financial Statements.

These financing activities significantly modified Holdings' capital structure, extended its maturity profile, and increased the available liquidity under the New Revolving Credit Facility. We expect that the increased amount of new long‑term debt will increase our annual cash interest outflows beginning in 2026; however, the structure also enhances financial flexibility by providing longer‑dated maturities and a more scalable credit platform supporting the combined operations of Holdings. The refinancing also consolidates and simplifies Holdings' debt portfolio, replacing multiple legacy facilities with a single capital structure intended to support the long‑term strategy of the combined company.

The Company continues to evaluate its capital allocation priorities, including deleveraging Holdings’ balance sheet over time, managing working capital requirements of the larger post‑combination enterprise, and maintaining sufficient liquidity to fund integration activities, strategic investments, and ongoing operations. As of the filing date, the Company believes it has adequate liquidity to meet its near‑term and long‑term obligations through cash on hand, operating cash flows and distributions from Holdings, and available debt capacity under Holdings' New Revolving Credit Facility.

Net Cash (Used in) Provided by Operations

Cash used in the Company’s operating activities for the year ended December 31, 2025 was $22.9 million compared to cash provided by operating activities of $129.6 million for the year ended December 31, 2024. The $152.5 million decrease in cash provided by operating activities was primarily attributable to the deconsolidation of Holdings and changes in working capital. These decreases were partially offset by distributions from Holdings and deferred tax expense.

Net Cash Used in Investing Activities

Cash used in the Company’s investing activities for the year ended December 31, 2025 was $60.7 million, primarily related to cash and cash equivalents that were deconsolidated as a result of the Spin-Off and execution of the CompoSecure Management Agreement. That compared to cash used in investing activities for the year ended December 31, 2024 of $9.9 million which was primarily attributable to purchases of equipment, investment in SAFE and capitalized software expenditures.

Net Cash Provided by (Used in) Financing Activities

Cash provided by the Company’s financing activities for the year ended December 31, 2025 was $120.8 million, compared to cash used in the Company's financing activities for the year ended December 31, 2024 of $83.4 million. Cash provided in financing activities for the year ended December 31, 2025 primarily related to proceeds from the exercise of warrants of $156.2 million offset by $18.0 million of payments for taxes related to net share settlement of equity awards, purchase of treasury shares of $12.2 million and payment of TRA liability of $5.3 million. Cash used in financing activities for the year ended December 31, 2024 primarily related to distributions to non-controlling interest holders of $34.9 million, special distribution to non-controlling interest holders of $15.6 million, repayment of scheduled term loan principal payments of $12.8 million, dividends to holders of the Common Stock of $8.9 million, payments for taxes relating to net settlement of equity awards $12.8 million, deferred financing cost relating to debt modification of $2.1 million and payment of tax receivable agreement liability of $1.3 million. These uses were partially offset by proceeds of $5.0 million from the exercise of stock options and issuance of shares for ESPP transactions.

Contractual Obligations

The following table summarizes the Company’s material expected contractual cash obligations by future period as of December 31, 2025. Additional information is included in Notes 7, 8 and 16 of the Consolidated Financial Statements.


	Payments due by Period
	1 year or less		Years 2-3		Years 4-5		After Year 5		Total
	($ amounts in thousands)
Long-term Debt (1)	$	15,000	$	36,250	$	135,000	$	—	$	186,250

Operating Leases (2)	2,690		4,132		2,807		1,727		11,356
Tax Receivable Agreement Liability (3)	16,193		31,445		32,562		191,153		271,353
Total	$	33,883	$	71,827	$	170,369	$	192,880	$	468,959

(1)Includes principal only.

(2)See Note 8.

(3)The Company is obligated to make payments under the tax receivable agreement to holders of interests in Holdings. See Notes 2 and 14 to the Consolidated Financial Statements.

Outlook Following the Husky Transaction

The completion of the Husky Transaction materially expands the scale and complexity of the Company’s operations. Beginning in 2026, the Company expects its liquidity profile, debt service requirements, capital allocation priorities and cash flow generation to be significantly influenced by the results of the Husky business. Management believes the enhanced scale of the combined enterprise provides opportunities to pursue multi‑industry growth initiatives, operational efficiencies and a broader set of commercial end‑markets. However, the combined company is subject to increased leverage following the Refinancing Transactions, and future liquidity will depend on the successful integration and operating performance of Husky. The Company will continue to evaluate the combined capital structure and may pursue additional financing or capital markets activity as appropriate.

Critical Accounting Policies and Estimates

General:

The discussion and analysis of the Company’s financial condition and results of operations is based upon audited financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements involve the management making estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on the Company’s historical experience, terms of its existing contracts, evaluation of trends in the industry, information provided by its customers, and information available from outside sources, as appropriate. The Company’s actual results may differ from those estimates under different assumptions or conditions. The Company evaluates the adequacy of its expected reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes which were marked to market each quarter based on a Lattice model approach, changes in the fair value of warrant liabilities, derivative asset for the interest rate swap, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. See Notes 6, 9 and 11 in Notes to Consolidated Financial Statements in this Form 10-K for further discussion of the nature of these assumptions and conditions. See Note 2 in the Notes to Consolidated Financial Statements for a complete description of the significant accounting policies that have been followed in preparing the Company’s audited consolidated financial statements.59

The discussion and analysis of the Company’s financial condition and results of operations is based upon audited financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements involve management making estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on the Company’s historical experience, terms of its existing contracts, evaluation of trends in the industry, information provided by its customers, and information available from outside sources, as appropriate. The Company’s actual results may differ from those estimates under different assumptions or conditions. The Company evaluates the adequacy of its expected reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes which were marked to market each quarter based on a Lattice model approach, changes in the fair value of warrant liabilities, derivative asset for the interest rate swap, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. See Notes 7, 10 and 12 to the Consolidated Financial Statements for further discussion of the nature of these assumptions and conditions. See Note 2 to the Consolidated Financial Statements for a complete description of the significant accounting policies that have been followed in preparing the Company’s Consolidated Financial Statements.

The accounting policies described below are those that the Company considers to be the most critical for an understanding of its financial condition and results of operations and that require the most complex and subjective management judgment.

Change to Equity Method Accounting Presentation for Holdings

As a result of the Spin-Off and Holdings entering into the CompoSecure Management Agreement with Resolute Holdings, the Company determined that Holdings is a VIE for which the Company is not the primary beneficiary, as the Company does not have the power to direct the activities of Holdings that most significantly impact its economic performance. Therefore, the results of operations and cash flows of the Company's wholly-owned subsidiary, Holdings, and the operating companies which are its subsidiaries, are not consolidated in the financial statements and, instead, are accounted for under the equity method of accounting.

Revenue Recognition

The Company recognizes revenue in accordance with the accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refer to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or a customer has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer.

The primary judgments relating to the Company’s revenue recognition include determining whether (i) the contract with a customer exists; (ii) performance obligations are identified; (iii) the transaction price is determined; (iv) the transaction price is allocated to performance obligations; and (v) the distinct performance obligations are satisfied by transferring control of the product or service to the client. Transfer of control is typically evaluated from the customer's perspective.

The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 60 days of the invoice, a significant financing component is not included within the contracts.

The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short term in nature.

Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates and returns.

The Company’s products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company.

Additionally, the Company has a rebate program with certain customers allowing for rebates based on achieving a certain level of shipped sales during the calendar year. These rebates are estimated and updated throughout the year and recorded against revenues and the related accounts receivable.

On occasion, the Company receives requests from customers to hold purchased products. We evaluate these requests as bill and hold arrangements. The Company recognizes revenue from such bill and hold arrangements in accordance with the guidance provided in ASC 606, which indicates that, for a customer to have obtained control of a product in a bill and hold arrangement all of the following criteria must be met: (a) the reason for the bill and hold is substantive, (b) the product has separately been identified as belonging to the customer, (c) the product is currently ready for physical transfer to the customer, and (d) we do not have the ability to use the product or direct it to another customer. During the years ended December 31, ~~2024,~~2025 ~~2023,~~ and ~~2022~~2024, the Company recognized $8.1.2 million, $0 and $28.31 million of revenue under bill and hold arrangements, respectively.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. As a result of the ~~Resolute~~Tungsten ~~Transaction~~Transactions, all shares of Class B Common Stock were exchanged for shares of Class A Common Stock on September 17, 2024. No shares of Class B Common Stock were outstanding at December 31, 2025 and 2024.

Equity-Based Compensation

The Company estimates the fair value of option awards using a Black-Scholes option valuation model. Option valuation model requires the Company to estimate a number of key valuation inputs including expected volatility, expected dividend yield, expected term, and risk-free interest rate. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the option holders and may vary based upon the behavior of different groups of option holders. The most subjective estimate is the expected volatility of the underlying unit when determining the fair market value of an option granted. As there was no trading history for the Company’s equity prior to 2021, the Company utilized a blend of an appropriate index and the Company's volatility to estimate the volatility assumption when calculating the fair value of options granted during 2024. An entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. The Company used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. During the year ended December 31, 2024, the Company granted 1,915,532 non-qualified stock options. The Company also granted restricted stock units and performance-based stock units under its 2021 incentive plan during the years ended December 31, 2024, 2023 and 2022. See Note 9 in Notes to Consolidated Financial Statements in this Form 10-K.

~~Certain equity awards associated with the achievement of certain market conditions discussed below were achieved during the year ended December 31, 2024~~ 61

Company utilized a blend of an appropriate peer group and the Company's volatility to estimate the volatility assumption when calculating the fair value of options granted during 2025 and 2024. An entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. The Company used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. During the year ended December 31, 2025, the Company granted 343,720 non-qualified stock options. The Company also granted restricted stock units and performance-based stock units under its 2021 incentive plan during the years ended December 31, 2025, 2024 and 2023. See Note 10 in Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

Certain equity awards associated with the achievement of certain market conditions discussed below were achieved during the year ended December 31, 2025

Earnout Consideration

AsCertain ~~a result~~ of ~~the Business Combination, certain of~~ Holdings' equity holders ~~have~~had the right to receive an aggregate of up to 7~~,500,000~~.5 million additional shares of the Company's Class A Common Stock in earnout consideration based on the achievement of certain stock price thresholds (~~See Note 18 in Notes to Consolidated Financial Statements in this Form 10-K for further discussion) (~~collectively, the “Earnouts”)., with 657,160 of the ~~Earnout~~Earnouts ~~shares~~being ~~were~~ subject to ASC 718. The remaining shares were considered to be derivative liability and the valuation of the Earnouts liability was determined using a Monte Carlo simulation model that utilizes significant assumptions, including share price, volatility, risk-free rate of return, expected term, anticipated dividends and forfeitures, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Company classifies the Earnouts as liabilities at their fair value on the consolidated balance sheet and adjusts the fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of earnout consideration liability in the Company's consolidated statements of operations.

The ~~earnouts~~ achievement of the Earnouts were subject to two price thresholds with half to be awarded upon the achievement of each threshold. The ~~earnouts expire in two phases if the achievement thresholds are not met. The~~ first phase was to expire upon the three year anniversary upon the initial closing date and the second phase iswas set to expire upon the four year anniversary. The ~~earnouts~~Earnouts under the first phase were achieved on December 13, 2024 and approximately 3.8 million shares were issued The second ~~phase~~Earnout ~~has~~threshold ~~not~~was ~~yet~~achieved ~~been~~on ~~achieved~~September 8, 2025, and approximately 4.4 million ~~See~~(as ~~Notes~~adjusted 9for ~~and~~the 11Spin-Off) inEarnout Shares were issued. See Notes 10 and 12 to the Consolidated Financial Statements ~~in this Form 10-K~~ for amore ~~detailed discussion~~information.

Warrant Liabilities

The Company accounts for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value within warrant liability on the consolidated balance sheet and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of warrant liability in the Company's consolidated statements of operations. The warrants are publicly traded and are valued using the quoted market price as the fair value at the end of each balance sheet date. ~~See Note 11 in Notes to Consolidated Financial Statements in this Form 10-K for additional information.~~

70On November 3, 2025, the Company issued a Notice of Redemption calling for the redemption of all outstanding warrants, with a redemption date of December 3, 2025. Following the notice, substantially all warrants were exercised on a cashless basis, and all remaining warrants not exercised by 5:00 p.m. New York City time on December 3, 2025, were canceled and became entitled only to the $0.01 per warrant redemption price. As a result, no warrants remained outstanding as of December 31, 2025, and therefore no warrant liability was subject to remeasurement at December 31, 2025. See Note 10 to the Consolidated Financial Statements for additional information for additional information on the warrants.

Tax Receivable Agreement Liability

In connection with the Business Combination, the Company entered into a tax receivable agreement (the "TRA" or "Tax Receivable Agreement") with Holdings and holders of interests in Holdings (the "TRA Parties"). Pursuant to the TRA, the Company is required to pay to certain TRA Parties, 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. The TRA will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the agreement for an amount representing the present value of anticipated future tax benefits under the TRA. The Company will retain the benefit of the remaining 10% of these cash tax savings. The Company recorded $253.7 million and $25.4 million in TRA liability as of December 31, 2024 and 2023, respectively, in the Company's consolidated balance sheets. The Company paid $1.3 million and $2.4 million in the years ended December 31, 2024 and 2023, respectively, to the TRA Parties pursuant to the savings in U.S. federal, state and local income taxes that the Company realized as a result of the utilization of certain tax attributes for the fiscal year 2023 and 2022.62

In connection with the ~~Resolute~~Roman ~~Transaction~~DBDR Business Combination, the Company ~~and~~entered ~~certain~~into ofa ~~the~~tax ~~TRA~~receivable ~~Parties~~agreement ~~entered~~(the ~~into~~"TRA" ~~Amendment~~or ~~No.~~"Tax 1Receivable toAgreement") ~~the~~with ~~TRA,~~Holdings ~~dated~~and asholders of ~~August~~interests 7,in ~~2024~~Holdings (the "TRA ~~Amendment~~Parties"). ~~The~~Pursuant to the TRA, ~~Amendment~~the ~~provides~~Company ~~for~~is ~~certain~~required ~~amendments~~to pay to ~~the~~certain TRA ~~for~~Parties, ~~the~~90% ~~benefit~~ of the ~~Company.~~amount Inof ~~particular~~savings, ~~the~~if ~~TRA~~any, ~~Amendment~~in ~~amends~~U.S. ~~the~~federal, ~~definition~~state ofand ~~“Change~~local ofincome ~~Control”~~tax ~~(as~~that ~~defined~~the inCompany ~~the~~actually ~~TRA)~~realizes toas ~~forego~~a result of the ~~acceleration~~utilization of certain ~~payments~~tax ~~that~~attributes. ~~may~~The ~~have~~TRA ~~otherwise~~will continue until all such tax benefits have been ~~payable~~utilized toor expired unless the ~~TRA~~Company ~~Parties~~exercises byits right to terminate the ~~Company~~agreement orfor ~~Holdings~~an asamount arepresenting ~~result~~the present value of ~~the~~anticipated ~~Resolute~~future ~~Transaction,~~tax ~~provided~~benefits ~~that~~under ~~such~~the TRA. ~~Parties~~The ~~shall~~Company will retain ~~their~~the ~~right~~benefit ~~to acceleration~~ of ~~payments~~the ~~upon~~remaining ~~any~~10% ~~future~~of ~~change~~these ofcash ~~control~~tax savings. The ~~TRA~~Company ~~Amendment~~recorded ~~also~~$271.4 ~~amends~~million ~~the~~and $253.7 ~~“Early~~million ~~Termination~~in ~~Rate”~~TRA (liability as ~~defined~~of December 31, 2025 and 2024, respectively, in the ~~TRA)~~Company's byconsolidated ~~providing~~balance ~~for~~sheets. anThe ~~increase~~Company paid $5.3 million and $1.3 million in the ~~discount~~years ~~rate~~ended ~~applicable~~December 31, to2025 ~~any~~and ~~future~~2024, ~~early~~respectively, ~~termination~~to ~~payments~~the TRA Parties pursuant to the ~~TRA~~savings in U.S. federal, ~~resulting~~state inand alocal ~~decrease~~income intaxes that the ~~amount~~Company ofrealized ~~any~~as ~~such~~a ~~potential~~result ~~payments~~of ~~that~~ the ~~TRA~~utilization ~~Parties~~of ~~would~~certain ~~otherwise~~tax beattributes ~~entitled~~for tothe ~~receive~~fiscal years 2024 and 2023.

In connection with the Tungsten Transactions, the Company and certain of the TRA Parties entered into Amendment No. 1 to the TRA, dated as of August 7, 2024 (the "TRA Amendment"). The TRA Amendment provides for certain amendments to the TRA for the benefit of the Company. In particular, the TRA Amendment amends the definition of “Change of Control” (as defined in the TRA) to forego the acceleration of certain payments that may have otherwise been payable to the TRA Parties by the Company or Holdings as a result of the Tungsten Transactions, provided that such TRA Parties shall retain their right to acceleration of payments upon any future change of control. The TRA Amendment also amends the “Early Termination Rate” (as defined in the TRA) by providing for an increase in the discount rate applicable to any future early termination payments pursuant to the TRA, resulting in a decrease in the amount of any such potential payments that the TRA Parties would otherwise be entitled to receive.

Income Taxes

Income taxes are applied to the income attributable to the controlling interest (see Note 89 inand ~~Notes~~Note 14 to the Consolidated Financial Statements ~~in this Form 10-K~~) as the income attributable to the non-controlling interest is pass-through income. The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company will continue to evaluate the realizability of our deferred tax assets and liabilities on a quarterly basis, and will adjust such amounts in light of changing facts and circumstances, including but not limited to future projections of taxable income, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits, if any. weWe consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized in future periods.

The Company was not subject to income taxes prior to December 27, 2021, ~~the date of the consummation of the Business Combination,~~ due to ~~the~~its ~~then~~ equity structure, ofunder ~~the~~which ~~Company~~income ~~and~~ was ~~subject~~taxed toon ~~pass~~a pass‑through ~~income taxes~~basis. Federal, state and local income tax returns for years prior to 2019 are no longer subject to examination by tax authorities. During the year ended December 31, 2024, federal tax authorities completed their audit of fiscal 2020. ~~There~~and ~~were~~ no ~~proposed~~ adjustments ~~resulting~~were ~~from the examination~~proposed.

71Prior to the Tungsten Transactions, Holdings was a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, during a portion of fiscal 2024 (and prior years), Holdings made pro rata tax distributions to its members. These distributions were based on the Company’s estimate of taxable income for each year, updated throughout the year. Tax distributions from Holdings were intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings allocated to each member. The Holdings limited liability company agreement required distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company was required to file income tax returns together with the relevant apportionment information subject to various adjustments. For the year ended December 31, 2024,

Prior to the Resolute Transaction, Holdings was a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, during a portion of fiscal 2024 (and prior years), Holdings made pro rata tax distributions to its members. These distributions were based on the Company’s estimate of taxable income for each year, updated throughout the year. Tax distributions from Holdings were intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings allocated to each member. The Holdings limited liability company agreement required distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company was required to file income tax returns together with the relevant apportionment information subject to various adjustments. For the year ended December 31, 2024, Holdings distributed a total of $50.1 million of tax distributions to its members, of which $15.2 million was paid to CompoSecure, Inc. (the parent company), resulting in a net tax distribution to all other members of $34.9 million. For the year ended December 31, 2023, Holdings distributed a total of $50.0 million of tax distributions to its members, of which $11.6 million was paid to CompoSecure, Inc., resulting in a net tax distribution to all other members of $38.4 million. As a result of the Resolute Transaction, the Company became the sole member of Holdings, eliminating the requirement for further tax distributions to members other than the Company.63

Holdings distributed a total of $50.1 million of tax distributions to its members, of which $15.2 million was paid to GPGI, resulting in a net tax distribution to all other members of $34.9 million. For the year ended December 31, 2023, Holdings distributed a total of $50.0 million of tax distributions to its members, of which $11.6 million was paid to GPGI, resulting in a net tax distribution to all other members of $38.4 million. As a result of the Tungsten Transactions, the Company became the sole member of Holdings, eliminating the requirement for further tax distributions to members other than the Company.

Market and Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts.

The Company maintains cash, and cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required. The Company has not experienced any losses on such accounts.

Recently Adopted Accounting Policies

On ~~November~~December 2714, 2023, the FASB issued ASU 2023~~-07~~‑09, Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which enhances ~~applies~~income totax ~~all~~disclosures ~~public~~by ~~entities~~requiring ~~that~~more ~~are~~detailed ~~required~~rate toreconciliation ~~report segment~~ information inand ~~accordance~~expanded ~~with~~disclosures ~~Topic~~of ~~280,~~income ~~Segment~~taxes ~~Reporting,~~paid. The guidance ~~will~~is beeffective ~~applied~~for ~~retrospectively~~public ~~and~~business isentities ~~effective~~( PBEs) for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023~~2024, and ~~interim~~for ~~periods~~non‑PBEs ~~within fiscal years beginning~~ after December 15, ~~2024.~~2025, ~~Early~~with early adoption is permitted. The ~~guidance~~Company ~~improves~~adopted ~~financial~~the ~~reporting~~standard ~~by requiring disclosure of incremental segment information~~ on anJanuary ~~annual~~1, 2025, and ~~interim~~the ~~basis~~adoption ~~for~~did ~~all~~not ~~public~~have ~~entities~~a tomaterial ~~enable~~impact ~~investors~~on ~~to develop more decision-useful financial analysis. The Company adopted this standard and has reflected updates to~~ its ~~segment reporting in the Company's~~ consolidated financial statements.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. The Company’s primary cash requirements include operating expenses, debt service payments (principal and interest) and capital expenditures (including property and equipment).

As of December 31, 2024, the Company had cash and cash equivalents of $77.5 million and total debt principal outstanding of $197.5 million. As of December 31, 2023, the Company had cash and cash equivalents of $41.2 million and total debt principal outstanding of $340.3 million.

The Company believes that cash flows from its operations and available cash and cash equivalents as well as the availability of a revolving credit facility of $130.0 million (as described below), are sufficient to meet its liquidity needs, including the repayment of its outstanding debt, for at least the next 12 months. The Company anticipates that to the extent that it requires additional liquidity, it will be funded through borrowings on its revolving credit facility, the incurrence of other indebtedness, or a combination thereof and offering of its shares in capital markets. The Company cannot be assured that it will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the Company’s liquidity and its ability to meet its obligations and fund its capital requirements are also dependent on its future financial performance, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that its business will generate sufficient cash flows from operations or that future borrowings will be available from additional indebtedness or otherwise to meet its liquidity needs. Although the Company has no specific current plans to do so, if the Company decides to pursue one or more significant acquisitions, it may incur additional debt to finance such acquisitions.

On August 7, 2024, the Company entered into a Fourth Amended and Restated Credit Agreement with JPMC (the“2024 Credit Facility” and collectively with the 2021 Credit Facility, the “Credit Facilities”) to refinance the 2021 Credit Facility. In conjunction with the 2024 Credit Facility, the maximum borrowing capacity of the overall credit facility was increased to $330.0 million comprised of a term loan of $200.0 million (the “2024 Term Loan”) and a revolving credit facility of $130.0 million (the “2024 Revolver”). At December 31, 2024, there was $197.5 million of total debt outstanding under the Company’s existing credit facilities (the “2024 Credit Facility”). No amounts were drawn on the revolving credit facility as of December 31, 2024. Additional amounts may be available for borrowing during the term of the revolving loan, up to the full $130 million, as long as the Company maintains a net leverage ratio as stipulated in the credit facility agreement. As of December 31, 2024, the Company’s net leverage ratio met the requirement for the available borrowing as defined in the terms of the credit facility agreement. The 2024 Credit Facility will mature on August 7, 2029.

Two lenders who participated in the 2021 Credit Facility did not participate in the 2024 Credit Facility and transferred their debt to other lenders. The 2024 Credit Facility is set to mature on August 7, 2029. The 2024 Credit Facility was accounted for as an extinguishment for the two lenders who transferred their debt and as a modification for all other remaining lenders. As a result, the Company wrote-off approximately $0.1 million in unamortized debt issuance costs related to the lenders who did not participate in the 2024 Credit Facility which is included in Loss on Extinguishment of Debt in Other Expense in the accompanying consolidated statements of operations. In conjunction with the 2024 Credit Facility, the Company incurred approximately $0.7 million in lender fees and $0.1 million in other third-party fees related to the 2024 Revolver and approximately $1.1 million in lender fees and $0.2 million in other third-party fees related to the 2024 Term Loan. The $1.1 million of lender fees related to the 2024 Term Loan have been capitalized and these fees, along with $0.8 million of unamortized debt issuance costs related to the 2021 Credit Facility, will be amortized into interest expense through the maturity date of the 2024 Term Loan using the effective interest method. Similarly, $0.7 million of lender fees and $0.1 million of other third-party fees related to the 2024 Revolver have been capitalized as an other long-term asset and will be amortized into interest expense through the maturity date of the 2024 Revolver using the straight-line method. The $0.2 million other third-party fees related to the 2024 Term Loan were expensed as incurred.

On December 30, 2024, the Company executed Amendment No. 1 to the 2024 Credit Facility (the "December 2024 Amendment") to allow the Company to facilitate the Spin-Off. See Note 1 in Notes to Consolidated Financial Statements for additional discussion of the spin-off. There were no changes to the lenders as a result of the amendment, which is accounted for as a modification. The Company incurred $0.2 million of lender fees in connection with the December 2024 Amendment, which will be amortized through the maturity of the 2024 Credit Facility.

The Company’s Credit Facilities, including the 2024 Credit Facility, require the Company to make quarterly principal payments until maturity, at which point a balloon principal payment is due for the outstanding

principal. The Credit Facilities also require the Company to make monthly interest payments as well as pay a quarterly unused commitment fee of 0.35% for any unused portion of the revolving credit facilities. The 2024 Credit Facility provides for the Company to prepay the term loans without penalty or premium. The Credit Facilities are secured by substantially all of the assets of the Company.

Interest on the revolving credit facilities and the term loans are based on the outstanding principal amount during the interest period multiplied by the quoted SOFR rate plus the Applicable Rate (as defined in the 2024 Credit Facility), which can range from 1.75% to 2.75% based on the Company's leverage ratio.

The 2024 Credit Facility contains customary covenants, including among other things, certain restrictions or limitations on indebtedness, issuance of liens, investments, asset sales, certain mergers or consolidations, sales, transfers, leases or dispositions of substantially all of the Company’s assets, and affiliate transactions. The Company may also be required to make repayments on the 2021 Credit Facility in advance of the maturity date based on a calculation of excess cash flows, as defined in the agreement, with any required payments to be made after the issuance of the Company’s annual financial statements. The Company was in compliance with all covenants as of December 31, 2024. See Note 6 in Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for additional information.

On April 19, 2021, concurrently with the execution of the Merger Agreement, the Company and its wholly owned subsidiary, Holdings entered into subscription agreements (the “Note Subscription Agreements”) with certain investors ("Notes Investors") pursuant to which such Notes investors, severally and not jointly, purchased on the Closing Date of the Business Combination, the Exchangeable Notes issued by the Company and guaranteed by the Company's wholly owned subsidiary, Holdings in an aggregate principal amount of up to $130.0 million. The Exchangeable Notes were exchangeable into shares of Class A Common Stock at a conversion price of $11.50 per share, subject to the terms and conditions of an Indenture entered by the Company and its wholly owned subsidiary, Holdings, and the trustee under the Indenture. The Exchangeable Notes accrued interest at a rate of 7% per annum. Interest was payable semi-annually in arrears on each June 15 and December 15, which commenced on June 15, 2022, to holders of record at the close of business on the preceding June 1 and December 1 (whether or not such day is a Business Day), respectively. The Exchangeable Notes were scheduled to mature on December 15, 2026, and were convertible into shares of Class A Common Stock at a conversion price of $11.50 per share, subject to adjustment. See Note 6 in Notes to Consolidated Financial Statements in this Form 10-K for additional information.

Effective September 19, 2024, Resolute’s acquisition of a majority of the Company’s Class A Common Stock caused a Fundamental Change, as defined in the Indenture pursuant to which $130 million of 7% Exchangeable Senior Notes, due 2026 were issued by a subsidiary of the Company. This Fundamental Change provided holders of the Exchangeable Notes a choice to: (1) exchange the Exchangeable Notes for shares of Class A Common Stock at a temporarily increased exchange rate of 104.5199 shares per $1,000 principal amount of Exchangeable Notes until November 27, 2024 (with the exchange rate then reverting to the existing 91.0972 shares per $1,000 principal amount of Exchangeable Notes); (2) have the Company repurchase for cash of all of such holder’s Exchangeable Notes on November 29, 2024 at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased plus accrued and unpaid interest; or (3) continue to hold the Exchangeable Notes. Through December 31, 2024, all $130 million of the Exchangeable Notes were surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of Class A Common Stock. As of December 31, 2024, all of the Exchangeable Notes were converted into Class A shares.

Net Cash Provided by Operations

Cash provided by the Company’s operating activities for the year ended December 31, 2024 was $129.6 million compared to cash provided by its operating activities of $104.3 million during the year ended December 31, 2023. The increase in cash provided by operating activities of $25.2 million was primarily attributable to an increase in changes in mark to market fair value with a net change of $171.8 million, equity compensation expense of $21.2 million, depreciation and amortization expense of $9.2 million, changes in working capital of $11.9 million, amortization of deferred financing costs of $1.2 million and deferred tax income of $2.5 million. This was partially offset by a decrease in net income of $83.2 million, and inventory reserve of $0.3 million.

Net Cash Used in Investing

Cash used in the Company’s investing activities for the year ended December 31, 2024 was $9.9 million, primarily relating to capital expenditures of $7.4 million, investment in SAFE of $1.5 million and capitalized software expenditures of $1.0 million, compared to cash used in investing activities of $10.9 million for capital expenditures during the year ended December 31, 2023.

Net Cash Used in Financing

Cash used in the Company’s financing activities for the year ended December 31, 2024 was $83.4 million, compared to cash used in the Company's financing activities for the year ended December 31, 2023 of $65.8 million. Cash used in financing activities for the year ended December 31, 2024 primarily related to distributions to non-controlling interest holders of $34.9 million, special distribution to non-controlling interest holders of $15.6 million repayment of scheduled principal payments of term loan of $12.8 million, dividends to holders of Class A Common Stock of $8.9 million, payments for taxes related to net share settlement of equity awards and Earnouts of $9.0 million and $3.8 million, respectively. The Company also made payments of $2.1 million for costs related to the 2024 Term Loan modification and $1.3 million related to payment for tax receivable agreement liability. Cash outflows were partially offset by proceeds of $5.0 million pursuant to the exercise of equity awards and issuance of shares for employee stock purchase plan transactions. Cash used for the year ended December 31, 2023 primarily related to payment of distributions to non-controlling interests, repayment of scheduled term loan principal payments, payments for taxes related to net share settlement of equity awards, payments of tax receivable agreement liability and proceeds from employee stock purchase plan and exercise of equity awards.

Contractual Obligations

The following table summarizes, as of December 31, 2024, the Company’s material expected contractual cash obligations by future period (see Notes 6, 7 and 15 of Notes to Consolidated Financial Statements):

	Payments due by Period
	1 year or less		Years 2-3		Years 4-5		After Year 5		Total
	($ amounts in thousands)
Long-term Debt (1)	$	11,250	$	31,250	$	155,000	$	—	$	197,500
Operating Leases (2)	2,502		3,152		1,205		—		6,859
Tax Receivable Agreement Liability (3)	5,171		28,405		29,278		190,851		253,705
Total	$	18,923	$	62,807	$	185,483	$	190,851	$	458,064

(1)Includes principal only. See Note 6 to the Consolidated Financial Statements.

(2)See Note 7 to the Consolidated Financial Statements.

(3)The Company is obligated to make payments under the tax receivable agreement to holders of interests in Holdings. See Note 2 and 15 to the Consolidated Financial Statements.

As of December 31, 2024, the Company has purchase commitments with a supplier of approximately $10.7 million

for 2025 and $2.0 million for 2026.

Financing

The Company iswas a party to ~~the~~and ~~2024~~guarantor ~~Credit~~of ~~Facility~~the ~~with~~indebtedness ~~various~~under ~~banks.~~Holdings' credit agreement. For a more ~~complete~~information ~~description~~on ~~of the Company~~Holdings's ~~debt~~credit ~~obligations~~agreement, see Note 67 ~~in the Notes~~ to ~~Consolidated Financial Statements in~~ the ~~Audited~~ Consolidated Financial Statements ~~of the Company in this report~~.

75The Company is a guarantor of Holdings' indebtedness under the New Term Loan and the New Revolving Facility. Additionally, the Company was a party to the credit agreement governing Holdings' prior credit facility. For additional information regarding these agreements, see Note 19 to the Consolidated Financial Statements.

On January 12, 2026, Holdings repaid in full all outstanding obligations under its existing credit facility and terminated all related commitments. No early termination penalties or prepayment premiums were incurred. Following the completion of the Husky Transaction, Holdings completed the Refinancing Transactions, which, among other things, replaced Holdings' existing credit facility and provided the primary sources of Holdings' long‑term financing going forward. Additional information regarding the Refinancing Transactions is included in Note 19 to the Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

In addition to existing cash balances and cash provided by operating activities, the Company uses variable rate debt to finance its operations. The Company is exposed to interest rate risk on these debt obligations and a related interest rate swap agreement. As of December 31, 2024, the Company had $197.5 million in debt outstanding under the 2024 Credit Facility, all of which was variable rate debt. 64

~~The~~Holdings ~~Company~~uses ~~performed~~variable‑rate adebt ~~sensitivity~~to ~~analysis~~finance ~~based~~its onoperations. ~~the~~Following ~~principal~~deconsolidation ~~amount~~on ofFebruary ~~debt outstanding as of December 31~~28, ~~2024~~2025, asthe ~~well~~Company ashas ~~the~~no ~~effect~~material ofdirect ~~its~~exposure ~~interest~~to interest‑rate ~~swap~~risk ~~agreement.~~other Inthan ~~this~~on ~~sensitivity~~cash ~~analysis,~~and ~~the~~cash ~~change~~equivalents inand ~~interest~~short-term ~~rates~~investments. isThe ~~assumed~~quantitative tosensitivity bebelow ~~applicable~~pertains ~~for~~to anHoldings ~~entire~~and ~~year.~~is Anpresented ~~increase~~because orHoldings’ ~~decrease~~results ofare ~~100~~reflected ~~basis points~~ in the ~~applicable~~Company’s ~~interest~~equity ~~rate would cause an increase or decrease~~ in ~~interest expense of approximately $4~~earnings.~~0 million on an annual basis.~~

OnHoldings ~~January~~is ~~11,~~exposed ~~2022,~~to ~~CompoSecure entered into an~~ interest rate ~~swap~~risk ~~agreement~~on tothese ~~hedge~~debt ~~forecasted~~obligations ~~interest~~and ~~rate~~a ~~payments~~related oninterest ~~its variable~~ rate ~~debt~~swap agreement. As of December 31, ~~2024~~2025, ~~the~~Holdings ~~Company~~ had ~~the~~$186.3 ~~following~~million ~~interest~~in ~~rate~~debt ~~swap~~outstanding ~~agreements~~under ~~(in~~its ~~thousands):~~prior credit facility, all of which was variable rate debt.

Effective Dates	Notional Amount		Fixed Rate
	($ in thousands)
December 5, 2023 through December 22, 2025	$	125,000	1.90	%

The Company performed a sensitivity analysis based on the principal amount of Holdings' debt outstanding as of December 31, 2025. In this sensitivity analysis, the change in interest rates is assumed to be applicable for an entire year. An increase or decrease of 100 basis points in the applicable interest rate would cause an increase or decrease in interest expense of approximately $1.9 million on an annual basis.

On January 11, 2022, Holdings entered into an interest rate swap agreement to hedge forecasted interest rate payments on its variable rate debt. Under the terms of the interest rate swap agreement, ~~the~~Holdings ~~Company~~ receives payments based on the greater of 1-month SOFR rate or a minimum of 1.00%. Holdings has designated the interest rate swap as a cash flow hedge for accounting purposes that was determined to be effective. Holdings reflects the unrealized changes in fair value of the interest rate swap at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in its financial statements. The Interest Rate Swap matured as scheduled in December 2025 and the derivative asset was derecognized. No amounts remained in Holdings’ accumulated other comprehensive income related to this hedge as of December 31, 2025.

The Company has designated the interest rate swap as a cash flow hedge for accounting purposes that was determined to be effective. The Company determined the fair value of the interest rate swap to be zero at the inception of the agreement and $2.7 million at December 31, 2024. The Company reflects the realized gains and losses of the actual monthly settlement activity of the interest rate swap in its consolidated statements of operations. The Company reflects the unrealized changes in fair value of the interest rate swap at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in the Company’s financial statements. 65

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~COMPOSECURE~~GPGI, INC.

Table of Contents to the Consolidated Financial Statements

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)			7867
Consolidated Balance Sheets			7970
Consolidated Statements of Operations			8071
Consolidated Statements of Comprehensive (Loss) Income			8172
Consolidated Statements of Stockholders' Deficit			8273
Consolidated Statements of Cash Flows			8475
Notes to Consolidated Financial Statements			8577

7766

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

~~CompoSecure~~GPGI, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of GPGI, Inc., formerly CompoSecure, Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, ~~and~~ the related consolidated statements of operations, comprehensive income (loss) ~~income~~, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 12, 2026 expressed an unqualified opinion.

Change to equity method of accounting

As described further in Note 2 to the consolidated financial statements, the Company changed its method of accounting for its investment in GPGI Holdings, L.L.C., formerly CompoSecure Holdings, L.L.C. and its subsidiaries (“Holdings’) from the consolidation method to the equity method of accounting effective February 28, 2025, the date of the management agreement between Holdings and Resolute Holdings Management, Inc. (“Resolute”), which resulted in the Company not being the primary beneficiary of its variable interest in Holdings. Under the equity method of accounting, the Company’s share of the earnings of Holdings is reported in a single line item within the Company’s consolidated statements of operations and cash flows as earnings from equity method investment after the effective date, and the carrying value of the Company's investment in Holdings is reported in the Company’s consolidated balance sheets as equity method investment.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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~~Our ~~Company~~audits isincluded ~~not~~performing ~~required~~procedures to ~~have,~~assess ~~nor~~the ~~were~~risks weof ~~engaged~~material tomisstatement ~~perform~~of the financial statements, anwhether ~~audit~~due ofto ~~its~~error ~~internal~~or ~~control~~fraud, ~~over~~and ~~financial~~performing ~~reporting.~~procedures Asthat ~~part~~respond ofto ~~our~~those ~~audits~~risks. Such procedures included examining, weon ~~are~~a ~~required~~test tobasis, ~~obtain~~evidence anregarding ~~understanding~~the ofamounts ~~internal~~and ~~control~~disclosures ~~over~~in the financial ~~reporting~~statements. ~~but~~Our ~~not~~audits ~~for~~also included evaluating the ~~purpose~~accounting ofprinciples ~~expressing~~used anand ~~opinion~~significant onestimates ~~the~~made ~~effectiveness~~by ofmanagement, as well as evaluating the ~~Company’s~~overall ~~internal~~presentation ~~control~~of ~~over~~the financial ~~reporting~~statements. ~~Accordingly,~~We webelieve ~~express~~that noour ~~such~~audits provide a reasonable basis for our opinion.

~~Our~~Critical ~~audits~~audit 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.matter

~~Change~~Critical audit matters communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in ~~accounting~~any ~~principle~~way our opinion of the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

AsDeconsolidation ~~discussed in Note 2 to the consolidated financial statements, the Company has adopted new~~ accounting ~~guidance~~for ina ~~2024~~variable ~~related~~interest ~~to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280). The adoption was retrospectively applied to 2023 and 2022.~~entity

As described further in Note 2 to the consolidated financial statements, on February 28, 2025, Holdings entered into a management agreement with Resolute. The Company determined on that date that Holdings was a variable interest entity (“VIE”) of which the Company is not the primary beneficiary. This determination required the Company to change its method of accounting for its investment in Holdings from the consolidation method to the equity method of accounting. A VIE is consolidated by its primary beneficiary, which is the party that has both (i) the power to direct the activities that most

significantly affect the economic performance of the VIE and (ii) the obligation to absorb loss or the right to receive benefits from the VIE that would potentially be significant to the VIE. We identified the evaluation of whether Holdings is a VIE and whether the Company is not the primary beneficiary of Holdings as a critical audit matter.

The principal consideration for our determination that the evaluation of whether Holdings is a VIE and whether the Company is not the primary beneficiary is a critical audit matter is management’s use of significant judgment in determining (i) the nature of the relationship between Holdings, the Company and Resolute, and the economics of the management fee structure, (ii) whether the management agreement represents a variable interest, (iii) the activities that most significantly affect Holdings’ economic performance based on the purpose and design of the arrangement and (iv) whether the Company has the power to direct those activities. Those matters required a high degree of auditor judgment and the involvement of professionals with skills in accounting for complex transactions.

Our audit procedures related to the evaluation of whether Holdings is a VIE and whether the Company is not the primary beneficiary included the following, among others:

•We obtained and reviewed the executed management agreement and conducted discussions with management to understand the economics, purpose and design of the arrangement and the rights and obligations of each party.

•With the involvement of professionals with skills in accounting for complex transactions, we evaluated management’s accounting conclusions, including management’s (a) identification of variable interests related to the management agreement, (b) assessment of whether the management fee met the criteria to be excluded from variable interest consideration under the applicable accounting standards; (c) determination of whether Holdings meets the definition of a variable interest entity, and (d) evaluation of whether the holders of the equity investment at risk have the power to direct the activities that most significantly impact Holdings’ economic performance.

•We reviewed the appropriateness of the financial statement presentation and disclosures related to this critical audit matter.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2015.

New York, New York

March 512, ~~2025~~2026

7868

~~COMPOSECURE,~~REPORT ~~INC.~~OF ~~Consolidated~~INDEPENDENT ~~Balance~~REGISTERED ~~Sheets~~PUBLIC ($ACCOUNTING ~~in thousands, except par value and share amounts)~~FIRM

	December 31,
	2024		2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	77,461	$	41,216
Accounts receivable	47,449		40,488
Inventories, net	44,833		52,540
Prepaid expenses and other current assets	4,159		5,133
Total Current assets	173,902		139,377
Property and equipment, net	23,448		25,212
Right-of-use asset - operating leases	5,404		7,473
Deferred tax asset	264,815		23,697
Derivative asset- interest rate swap	2,749		5,258
Deposits and other assets	3,600		24
Total assets	$	473,918	$	201,041
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	11,544	$	5,193
Accrued expenses	14,682		11,986
Bonus payable	8,466		5,616
Commission payable	2,563		4,429
Current portion of long-term debt	11,250		10,313
Current portion of lease liabilities - operating leases	2,113		1,948
Current portion of earnout consideration liability	20,533		60
Current portion of tax receivable agreement liability	5,171		1,425
Total current liabilities	76,322		40,970
Long-term debt, net of deferred finance costs	184,389		198,331
Convertible notes	—		127,832
Derivative liability - convertible notes redemption make-whole provision	—		425
Warrant liability	104,231		8,294
Lease liabilities - operating leases	3,888		6,220
Tax receivable agreement liability	248,534		23,949
Earnout consideration liability	—		793
Total liabilities	617,364		406,814
Commitments and contingencies (Note 15)
Redeemable non-controlling interest	—		596,587
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding	—		—
Class A common stock, $0.0001 par value; 250,000,000 shares authorized, 100,462,844 and 19,415,123 shares issued and outstanding as of December 31, 2024 and 2023, respectively.	10		2
Class B common stock,$0.0001 par value; 75,000,000 shares authorized, 0 shares and 59,958,422 shares issued and outstanding as of December 31, 2024 and 2023, respectively.	—		6
Additional paid-in-capital	361,379		39,466
Accumulated other comprehensive income	2,543		4,991
Accumulated deficit	(507,378)		(846,825)
Total stockholders' deficit	(143,446)		(802,360)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	473,918	$	201,041

Board of Directors and Stockholders

GPGI, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of GPGI, Inc., formerly CompoSecure, Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated March 12, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

New York, New York

March 12, 2026


GPGI, INC.
Consolidated Balance Sheets
($ in thousands, except par value and share amounts)


	December 31,
	2025		2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	114,642	$	77,461
Accounts receivable	—		47,449
Inventories, net	—		44,833
Prepaid expenses and other current assets	5,446		4,159
Total Current assets	120,088		173,902

Property and equipment, net	—		23,448
Right-of-use asset - operating leases	—		5,404
Deferred tax asset	271,724		264,815
Derivative asset- interest rate swap	—		2,749
Equity method investment	125,455		—
Deposits and other assets	—		3,600
Total assets	$	517,267	$	473,918

LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIT)
CURRENT LIABILITIES
Accrued expenses	$	1,851	$	14,682
Accounts payable	922		11,544
Commission payable	—		2,563
Bonus payable	—		8,466
Current portion of long-term debt	—		11,250
Current portion of lease liabilities - operating leases	—		2,113
Current portion of earnout consideration liability	—		20,533
Current portion of tax receivable agreement liability	16,193		5,171
Total current liabilities	18,966		76,322

Long-term debt, net of deferred finance costs	—		184,389
Warrant liability	—		104,231
Lease liabilities - operating leases	—		3,888
Tax receivable agreement liability	255,160		248,534
Total liabilities	274,126		617,364

Commitments and contingencies (Note 16)

Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding	—		—
Class A common stock, $0.0001 par value; 1,000,000,000 and 250,000,000 shares authorized, 126,985,076 and 100,462,844 shares issued and outstanding as of December 31, 2025 and 2024, respectively.	12		10
Treasury shares	(12,247)		—
Additional paid-in-capital	706,667		361,379
Accumulated other comprehensive income	(206)		2,543
Accumulated deficit	(451,085)		(507,378)
Total stockholders' equity (deficit)	243,141		(143,446)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	517,267	$	473,918

The accompanying notes are an integral part of these financial statements.

7970

~~COMPOSECURE~~GPGI, INC. Consolidated Statements of Operations ($ in thousands except per share amounts)

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net sales	$	~~420~~59,~~571~~824	$	~~390~~420,~~629~~571	$	~~378~~390,~~476~~629
Cost of sales	~~201~~31,~~344~~077		~~181~~201,~~547~~344		~~158~~181,~~832~~547
Gross profit	~~219~~28,~~227~~747		~~209~~219,~~082~~227		~~219~~209,~~644~~082
Operating expenses:
Selling, general and administrative expenses	~~111~~42,~~605~~478		89111,~~995~~605		~~104~~89,~~749~~995
Income from operations	107,622		119,087		114,895
(Loss) income from operations	(13,731)		107,622		119,087
Other (expense) income:
Revaluation of warrant liability	(95150,~~937~~958)		8(95,~~047~~937)		188,~~930~~047
Revaluation of earnout consideration liability	(7657,~~305~~101)		14(76,~~237~~305)		2314,~~337~~237
Change in fair value of derivative liability - convertible notes redemption make-whole provision	~~425~~—		~~(139)~~425		~~266~~(139)
Interest income	4,648		4,977		1,249
Loss on remeasurement of TRA liability	(3,465)		—		—
Interest expense	(20,176)		(27,525)		(21,378)
Interest income	1,233		4,648		4,977
Loss on extinguishment of debt	(148)		—		—
Interest expense	(1,688)		(20,176)		(27,525)
Amortization of deferred financing costs	(1,104)		(1,608)		(2,415)
Loss on extinguishment of debt	—		(148)		—
Other income	—		—		1,291
Amortization of deferred financing costs	(74)		(1,104)		(1,608)
Total other (expense) income, net	(188,597)		(2,011)		21,280
Total other expense, net	(212,053)		(188,597)		(2,011)
(Loss) income before income taxes	(80225,~~975~~784)		~~117~~(80,~~076~~975)		~~136~~117,~~175~~076
Income tax expense	(239,~~187~~026)		(42,~~556~~187)		(4,~~360~~556)
Net (loss) income	$	(83,162)	$	112,520	$	131,815
(Loss) income before earnings in equity method investment	$	(264,810)	$	(83,162)	$	112,520
Net (loss) income attributable to redeemable non-controlling interests	$	(29,443)	$	93,281	$	113,158
Earnings in equity method investment	128,805		—		—
Net (loss) income attributable to CompoSecure, Inc.	$	(53,719)	$	19,239	$	18,657
Net (loss) income	(136,005)		(83,162)		112,520
Net (loss) income per share attributable to Class A common stockholders - basic	$	(1.22)	$	1.03	$	1.21
Net (loss) income attributable to redeemable non-controlling interests	$	—	$	(29,443)	$	93,281
Net (loss) income per share attributable to Class A common stockholders - diluted	$	(1.22)	$	0.96	$	1.13
Net (loss) income attributable to GPGI, Inc.	$	(136,005)	$	(53,719)	$	19,239
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - basic	44,012		18,661		15,372
Net (loss) income per share attributable to Class A common stockholders - basic	$	(1.23)	$	(1.22)	$	1.03
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - diluted	44,012		35,312		32,555
Net (loss) income per share attributable to Class A common stockholders - diluted	$	(1.23)	$	(1.22)	$	0.96
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - basic	110,517		44,012		18,661
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - diluted	110,517		44,012		35,312

The accompanying notes are an integral part of these financial statements.

8071

~~COMPOSECURE~~GPGI, INC. Consolidated Statements of Comprehensive (Loss) Income ($ in thousands except per share amounts)

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net (loss) income	$	(83136,~~162~~005)	$	~~112~~(83,~~520~~162)	$	~~131~~112,~~815~~520
Other comprehensive (loss) income, net:
Other comprehensive loss, net:
Unrealized (loss) gain on derivative - interest rate swap (net of tax)	(2,448)		(3,292)		8,283
Unrealized loss on derivative - interest rate swap (net of tax)	(502)		(2,448)		(3,292)
Total other comprehensive (loss) income, net	(2,448)		(3,292)		8,283
Total other comprehensive loss, net	(502)		(2,448)		(3,292)
Comprehensive (loss) income	$	(85136,~~610~~507)	$	~~109~~(85,~~228~~610)	$	~~140~~109,~~098~~228

COMPOSECURE, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (in thousands, except share data)

	Class A Common Stock			Class B Common Stock			Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
	Shares	Amount		Shares	Amount		Capital		Comprehensive Income		Deficit		Deficit		Interest
Balance as of December 31, 2021	14,929,982	$	1	61,136,800	$	6	$	12,261	$	—	$	(1,028,229)	$	(1,015,961)	$	608,311
Distributions to non-controlling interests	—	—		—	—		—		—		(36,293)		(36,293)		—
Stock-based compensation	—	—		—	—		11,465		—		—		11,465		—
Issuance costs related to business combination	—	—		—	—		(726)		—		—		(726)		—
Net income	—	—		—	—		—		—		18,657		18,657		113,158
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions	705,023	—		—	—		—		—		—		—		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		82		—		—		82		—
Class A common stock issued pursuant to Class B common stock exchanges	811,743	1		(811,743)	—		—		—		—		1		—
Unrealized gain on derivative - interest rate swap	—	—		—	—		—		8,283		—		8,283		—
Tax receivable agreement liability	—	—		—	—		1,025		—		—		1,025		—
Adjustment of redeemable non-controlling interests to redemption value	—	—		—	—		—		—		121,235		121,235		(121,235)
Balance as of December 31, 2022	16,446,748	$	2	60,325,057	$	6	$	24,107	$	8,283	$	(924,630)	$	(892,232)	$	600,234
Distributions to non-controlling interests	—	—		—	—		—		—		(38,362)		(38,362)		—
Stock-based compensation	—	—		—	—		17,562		—		—		17,562		—
Net income	—	—		—	—		—		—		19,239		19,239		93,281
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions	2,601,740	—		—	—		—		—		—		—		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		1,196		—		—		1,196		—
Class A common stock withheld related to net share settlement of equity awards	—	—		—	—		(3,126)		—		—		(3,126)		—
Class A common stock issued pursuant to Class B common stock exchanges	366,635	—		(366,635)	—		—		—		—		—		—
Unrealized loss on derivative - interest rate swap	—	—		—	—		—		(3,292)		—		(3,292)		—
Tax receivable agreement liability	—	—		—	—		(273)		—		—		(273)		—

The accompanying notes are an integral part of these financial statements.

8272

~~COMPOSECURE~~GPGI, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (in thousands, except share data)

Adjustment of redeemable non-controlling interests to redemption value	—	—		—	—		—		—		96,928		96,928		(96,928)
	Class A Common Stock			Class B Common Stock			Treasury		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
Balance as of December 31, 2023	19,415,123	$	2	59,958,422	$	6	$	39,466	$	4,991	$	(846,825)	$	(802,360)	$	596,587
	Shares	Amount		Shares	Amount		Shares		Capital		Comprehensive Income		Deficit		Equity (Deficit)		Interest
Distributions to non-controlling interests	—	—		—	—		—		—		(34,863)		(34,863)		—
Balance as of December 31, 2022	16,446,748	$	2	60,325,057	$	6	$	—	$	24,107	$	8,283	$	(924,630)	$	(892,232)	$	600,234
Dividend to Class A shareholders	—	—		—	—		(8,922)		—		—		(8,922)		—
Distributions to non-controlling interests	—	—		—	—		—		—		—		(38,362)		(38,362)		—
Special distribution to non-controlling interests	—	—		—	—		—		—		(15,573)		(15,573)
Stock-based compensation	—	—		—	—		—		17,562		—		—		17,562		—
Stock-based compensation	—	—		—	—		21,235		—		—		21,235		—
Net income	—	—		—	—		—		—		—		19,239		19,239		93,281
Shares issued upon the exchange of convertible debt	13,587,565	2		—	—		128,264		—		—		128,266		—
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions	2,601,740	—		—	—		—		—		—		—		—		—
Earnout Phase 1	3,635,924	—		—	—		52,835		—		—		52,835		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		—		1,196		—		—		1,196		—
Net loss	—	—		—	—		—		—		(53,719)		(53,719)		(29,443)
Class A common stock withheld related to net share settlement of equity awards	—	—		—	—		—		(3,126)		—		—		(3,126)		—
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes, warrants and ESPP transactions	3,865,810	—		—	—		—		—		—		—		—
Class A common stock issued pursuant to Class B common stock exchanges	366,635	—		(366,635)	—		—		—		—		—		—		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		4,998		—		—		4,998		—
Unrealized loss on derivative - interest rate swap	—	—		—	—		—		—		(3,292)		—		(3,292)		—
Class A common stock withheld related to net share settlement of equity awards	—	—		—	—		(8,994)		—		—		(8,994)		—
Tax receivable agreement liability	—	—		—	—		—		(273)		—		—		(273)		—
Class A common stock issued pursuant to Class B common stock exchanges	59,958,422	6		(59,958,422)	(6)		—		—		—		—		—
Adjustment of redeemable non-controlling interests to redemption value	—	—		—	—		—		—		—		96,928		96,928		(96,928)
Unrealized loss on derivative - interest rate swap	—	—		—	—		—		(2,448)		—		(2,448)		—
Balance as of December 31, 2023	19,415,123	$	2	59,958,422	$	6	$	—	$	39,466	$	4,991	$	(846,825)	$	(802,360)	$	596,587
Tax receivable agreement liability	—	—		—	—		8,955		—		—		8,955		—
Distributions to non-controlling interests	—	—		—	—		—		—		—		(34,863)		(34,863)		—
Adjustment of redeemable non-controlling interests to redemption value	—	—		—	—		123,542		—		443,602		567,144		(567,144)
Dividend to Class A shareholders	—	—		—	—		—		(8,922)		—		—		(8,922)		—
Balance as of December 31, 2024	100,462,844	$	10	—	$	—	$	361,379	$	2,543	$	(507,378)	$	(143,446)	$	—
Special distribution to non-controlling interests	—	—		—	—		—		—		—		(15,573)		(15,573)
Stock-based compensation	—	—		—	—		—		21,235		—		—		21,235		—
Shares issued upon the exchange of convertible debt	13,587,565	2		—	—		—		128,264		—		—		128,266		—
Earnout Phase 1	3,635,924	—		—	—		—		52,835		—		—		52,835		—
Net loss	—	—		—	—		—		—		—		(53,719)		(53,719)		(29,443)
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes, warrants and ESPP transactions	3,865,810	—		—	—		—		—		—		—		—		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		—		4,998		—		—		4,998		—
Class A common stock withheld related to net share settlement of equity awards	—	—		—	—		—		(8,994)		—		—		(8,994)		—

The accompanying notes are an integral part of these financial statements.

8373

~~COMPOSECURE~~GPGI, INC. ~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Cash~~STOCKHOLDERS' ~~Flows~~DEFICIT ($ in thousands, except share data)

	Years Ended December 31,
			Class A Common Stock							Class B Common Stock			Treasury		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
	2024			2023				2022
			Shares			Amount				Shares	Amount		Shares		Capital		Comprehensive Income		Deficit		Equity (Deficit)		Interest
Cash flows from operating activities
Class A common stock issued pursuant to Class B common stock exchanges			59,958,422			6				(59,958,422)	(6)		—		—		—		—		—		—
Net (loss) income	$	(83,162)		$	112,520			$	131,815
Unrealized loss on derivative - interest rate swap			—			—				—	—		—		—		(2,448)		—		(2,448)		—
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Tax receivable agreement liability			—			—				—	—		—		8,955		—		—		8,955		—
Depreciation and amortization	9,174			8,387				8,575
Adjustment of redeemable non-controlling interests to redemption value			—			—				—	—		—		123,542		—		443,602		567,144		(567,144)
Stock-based compensation expense	21,235			17,562				11,465
Balance as of December 31, 2024			100,462,844			$	10			—	$	—	$	—	$	361,379	$	2,543	$	(507,378)	$	(143,446)	$	—
Inventory reserve	(294)			(1,182)				1,668
Exercise of warrants			21,192,626			2				—	—		—		411,384		—		—		411,386		—
Amortization of deferred financing costs	1,155			1,546				2,345
Stock-based compensation			—			—				—	—		—		4,468		—		—		4,468		—
Loss on extinguishment of debt	148			—				—
Proceeds from exercise of options			—			—				—	—		—		121		—		—		121		—
Revaluation of earnout consideration liability	76,305			(14,237)				(23,337)
Unrealized loss on derivative - interest rate swap			—			—				—	—		—		—		(502)				(502)
Revaluation of warrant liability	95,937			(8,047)				(18,930)
Purchase of treasury shares			(647,782)			—				—	—		(12,247)		—		—		—		(12,247)		—
Change in fair value of derivative liability	(425)			139				(266)
Net loss			—			—				—	—		—		—		—		(136,005)		(136,005)		—
Deferred tax expense	(2,469)			2,667				3,193
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes			1,731,791			—				—	—		—		(15,285)		—		—		(15,285)		—
Changes in assets and liabilities
Deemed dividend for issuance of stock-based compensation to Resolute Holdings employees			—			—				—	—		—		(28,136)		—		—		(28,136)
Accounts receivable	(6,961)			(3,216)				(9,347)
Stock-based compensation granted to Resolute Holdings employees			—			—				—	—		—		28,136		—		—		28,136
Inventories	8,001			(8,984)				(18,237)
Tax receivable agreement liability			—			—				—	—		—		2,165		—		—		2,165		—
Prepaid expenses and other assets	974			(1,309)				(1,228)
Earnout Phase Two			4,245,597			—				—	—		—		74,908		—		—		74,908		—
Accounts payable	6,351			(1,934)				68
Stock-based compensation granted at Holdings			—			—				—	—		—		18,309		—		—		18,309		—
Accrued expenses	2,696			1,833				23
Spin-Off of Resolute Holdings			—			—				—	—		—		(14,209)		—		3,400		(10,809)
Deposits and other assets	—			—				(14)
Deconsolidation of Holdings			—			—				—	—		—		(136,573)		(2,247)		188,898		50,078		—
Other liabilities	888			(1,433)				4,990
Balance as of December 31, 2025			126,985,076			$	12			—	$	—	$	(12,247)	$	706,667	$	(206)	$	(451,085)	$	243,141	$	—
Net cash provided by operating activities	129,553			104,312				92,783
Cash flows from investing activities
Purchase of property and equipment	(7,410)			(10,944)				(9,053)
Investment in SAFE	(1,500)			—				—
Capitalized software expenditures	(1,035)			—				—
Net cash used in investing activities	(9,945)			(10,944)				(9,053)
Cash flows from financing activities
Proceeds from employee stock purchase plan and exercise of options	4,998			1,196				82
Payments for taxes related to net share settlement of equity awards	(8,994)			(3,126)				—
Payments for taxes related to net share settlement of Earnouts	(3,789)			—				—
Payment of line of credit	—			—				(15,000)
Payment of term loan	(12,813)			(22,810)				(16,878)
Payment of tax receivable agreement liability	(1,303)			(2,436)				(110)
Deferred finance costs related to debt modification	(2,104)			(256)				—
Tax distributions to non-controlling members	(34,863)			(38,362)				(36,293)
Special Distribution to non-controlling members	(15,573)			—				—
Dividend to Class A shareholders	(8,922)			—				—
Issuance cost related to Business Combination	—			—				(23,833)
Net cash used in financing activities	(83,363)			(65,794)				(92,032)
Net increase (decrease) in cash and cash equivalents	36,245			27,574				(8,302)
Cash and cash equivalents , beginning of year	41,216			13,642				21,944
Cash and cash equivalents, end of year	$	77,461		$	41,216			$	13,642
Supplementary disclosure of cash flow information:
Cash paid for interest expense	$	20,608		$	27,247			$	21,379
Cash paid for income taxes	$	4,820		$	2,760			$	858
Supplemental disclosure of non-cash financing activities:
Revaluation of derivative asset - interest rate swap	$	(2,448)		$	(3,292)			$	8,283

The accompanying notes are an integral part of these financial statements.

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