UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐

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~~

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value per share

~~CMPO~~

~~New York Stock Exchange~~

GPGI

New York Stock Exchange

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

CMPOW

The Nasdaq Global Market

Indicate by check mark whether the 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 was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐~~

1Registrant 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 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 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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

☐As Noof ☒May 7, 2026, there were approximately 289,861,445 shares of the registrant's Class A common stock outstanding.

Table of Contents

As of October 30, 2025, there were approximately 125,195,366 shares of the registrant's Class A common stock outstanding .



		Page
	Cautionary Note Regarding Forward-Looking Statements	1
Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Inc ome (Loss) (Unaudited)	6
	Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Con densed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
Part II.	Other Information	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures		46

Table of Contents

		Page
	EXPLANATORY NOTE REGARDING CHANGE TO EQUITY METHOD ACCOUNTING	i
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENT	i
Part I.	Financial Information	1
Item 1.	Financial Statements	1
	Consolidated Balance Sheets (Unaudited)	2
	Consolidated Statements of Operations (Unaudited)	3
	Consolidated Statements of Comprehensive Loss (Unaudited)	4
	Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)	5
	Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	48
Part II.	Other Information	49
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	74
Item 6.	Exhibits	74
Signatures		76

EXPLANATORY NOTE REGARDING CHANGE TO EQUITY METHOD ACCOUNTING

Effective as of February 28, 2025, as a result of the spin-off (the "Spin-Off") of Resolute Holdings Management, Inc. ("Resolute Holdings") and the related Management Agreement (the "Management Agreement") between the Company's wholly-owned subsidiary, CompoSecure Holdings, L.L.C. ("Holdings") and Resolute Holdings, the results of operations of Holdings, and its operating company subsidiaries, are not consolidated in the Company's financial statements included in this Quarterly Report on Form 10-Q and, instead, are accounted for under the equity method of accounting. Under the equity method of accounting, Holdings’ accounts are not reflected within the Company’s consolidated balance sheets and statements of operations. The Company’s share of the earnings of Holdings is reported in the Company’s consolidated statements of operations as earnings from equity method investment. The Company’s carrying value in Holdings is reported on the Company’s consolidated balance sheets as equity method investment.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, 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 not be able to sustain our revenue growth rate in the future;

•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~~As ~~relating~~consumers toand ~~the~~businesses ~~management~~spend ~~of our business by Resolute Holdings~~less, ~~including~~ our ~~reliance on Resolute Holdings for management services under the Management Agreement~~businesses, ~~which~~operation ~~gives~~outcomes ~~Resolute~~and ~~Holdings~~financial ~~substantial~~state ~~influence~~may ~~over~~be ~~our~~adversely ~~business, operations, and strategy~~affected;

•WeProduction ~~may~~quality ~~fail to successfully manage~~ and ~~integrate~~manufacturing ~~acquisitions~~process ordisruptions ~~strategic transactions, which~~ could ~~negatively~~adversely ~~impact~~affect our ~~financial performance and growth prospects~~businesses;

•~~The~~Disruptions ~~outcome~~in ofour ~~any~~supply ~~legal~~chain ~~proceedings~~or ~~that~~the ~~may~~performance beof ~~instituted~~our ~~against~~suppliers ~~the~~and/or ~~Company~~development orpartners ~~others~~could occur;

•~~Escalating~~Our ~~U.S.~~future ~~tariffs~~growth ormay ~~other~~depend ~~trade~~upon ~~restrictions~~our onability ~~imported~~to ~~raw~~develop ~~materials,~~ and ~~any~~commercialize ~~retaliatory~~new ~~measures by other countries~~products, ~~could~~and ~~increase~~we ~~our~~may ~~costs~~be ~~which~~unable ~~could~~to ~~have~~introduce anew ~~material~~products ~~adverse~~and ~~impact~~services onin ~~our~~a ~~margins~~timely manner;

•~~Future~~Our ~~exchange~~failure ~~and~~to ~~interest~~operate ~~rates;~~our ~~and~~businesses 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 businesses;

•~~other~~Data ~~risks~~ and ~~uncertainties~~security ~~indicated~~breaches incould ~~this~~compromise ~~report,~~our ~~including~~systems ~~those~~and ~~under~~confidential ~~“Risk~~information, ~~Factors”~~cause ~~herein,~~reputational and ~~other~~financial ~~filings~~damage ~~that~~and ~~have~~increase ~~been~~risks ~~made~~of ~~or will be made with the SEC.~~litigation;

~~These~~•System 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 factorsoutages, ~~nor~~data 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 statementsloss, ~~whether~~disruptions asat aour ~~result~~primary ofproduction ~~new~~facility ~~information, future events~~ or ~~otherwise,~~other ~~except~~interruptions ascould ~~required~~affect byour ~~law.~~operations;

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

~~Part~~•We Irely -on ~~Financial~~licensing ~~Statements~~arrangements in production and other fields, and actions taken by any of our licensing partners could have a material adverse effect on our businesses;

~~Item~~•The 1.adoption ~~Financial~~of ~~Statements~~new tax legislation could affect our financial performance;

•The risk that the anticipated benefits of our combination with Husky Technologies Limited (the “Husky Transaction”) or any future M&A transactions may not be fully realized or may take longer to realize than expected;

•The effect of the Husky Transaction or any future M&A transactions on our business relationships with employees, customers or suppliers, operating results and businesses generally;

•The risk that we fail to successfully manage and integrate acquisitions, combinations or other strategic transactions, which could negatively impact our financial performance and growth prospects;

•Risks related to the significant international operations of our businesses, including but not limited to, that international sales subject our businesses to additional risks that can adversely affect our businesses, operating results and financial condition;

•Risks related to uncertainty and/or changes in macroeconomic and geopolitical conditions in the regions in which we and our businesses operate, including the effects of global and/or regional conflicts, trade policies including tariffs, and other factors;

~~COMPOSECURE~~•Unexpected costs, ~~INC.~~charges ~~Consolidated~~or ~~Balance~~expenses ~~Sheets~~resulting ($from inthe ~~thousands,~~Husky ~~except~~Transaction ~~par~~or ~~value~~any future acquisition or difficulties in integrating and ~~share~~operating ~~amounts)~~acquired companies;

	September 30, 2025		December 31, 2024
	Unaudited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	127,362	$	77,461
Accounts receivable	—		47,449
Inventories, net	—		44,833
Prepaid expenses and other current assets	4,665		4,159
Total current assets	132,027		173,902
Property and equipment, net	—		23,448
Right-of-use asset - operating leases	—		5,404
Deferred tax asset	289,152		264,815
Derivative asset - interest rate swap	—		2,749
Equity method investment	84,296		—
Deposits and other assets	—		3,600
Total assets	505,475		473,918
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	1,518		11,544
Accrued expenses	40,841		14,682
Bonus payable	—		8,466
Commission payable	—		2,563
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	16,103		5,171
Total current liabilities	58,462		76,322
Long-term debt, net of deferred financing costs	—		184,389
Warrant liability	41,427		104,231
Lease liabilities - operating leases	—		3,888
Tax receivable agreement liability	253,117		248,534
Total liabilities	353,006		617,364
Commitments and contingencies (Note 14)
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 were authorized as of September 30, 2025 and December 31, 2024, respectively; 124,961,235 and 100,462,844 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	12		10
Treasury shares	(12,247)		—
Additional paid-in-capital	659,319		361,379
Accumulated other comprehensive (loss) income	(206)		2,543
Accumulated deficit	(494,409)		(507,378)
Total stockholders' equity (deficit)	152,469		(143,446)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	505,475	$	473,918

•Risks relating to the management of our businesses by Resolute Holdings Management, Inc. ("Resolute Holdings"), including our reliance on Resolute Holdings for management services under the CompoSecure Management Agreement and/or the Husky Management Agreement (each as defined below), each of which gives Resolute Holdings substantial influence over our businesses, operations, and strategy;

•The ~~accompanying~~outcome ~~notes~~of ~~are~~any anlegal ~~integral~~proceedings ~~part~~that ofhave ~~these~~been ~~financial~~or ~~statements.~~may be in the future instituted against us, our businesses or others;

•Our inability to safeguard against misappropriation or infringement of our intellectual property may adversely affect our businesses;

•We may incur substantial costs because of litigation or other proceedings relating to patents, other intellectual property rights, or other matters;

•Escalating U.S. tariffs or other trade restrictions on imported raw materials, and any retaliatory measures by other countries, could increase our costs which could have a material adverse impact on our results of 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 or incorporated by reference 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.

~~COMPOSECURE,~~Part ~~INC.~~I ~~Consolidated~~- ~~Statements~~Financial ~~of Operations (Unaudited) ($ in thousands except per share amounts)~~Statements

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	$	—	$	107,135	$	59,824	$	319,712
Cost of sales	—		51,727		31,075		153,019
Gross profit	—		55,408		28,749		166,693
Operating expenses:
Selling, general and administrative expenses	9,939		26,316		35,300		74,673
(Loss) income from operations	(9,939)		29,092		(6,551)		92,020
Other (expense) income
Revaluation of warrant liability	(117,267)		(74,418)		(152,782)		(76,211)
Revaluation of earnout consideration liability	(57,610)		(34,530)		(57,101)		(34,060)
Change in fair value of derivative liability - convertible notes redemption make-whole provision	—		544		—		425
Interest expense	—		(6,303)		(1,688)		(19,257)
Interest income	287		1,167		523		3,386
Loss on extinguishment of debt	—		(148)		—		(148)
Amortization of deferred financing costs	—		(249)		(74)		(908)
Total other expense, net	(174,590)		(113,937)		(211,122)		(126,773)
Loss before income taxes	(184,529)		(84,845)		(217,673)		(34,753)
Income tax expense	(29,804)		(629)		(55,046)		(51)
Loss before earnings in equity method investment	(214,333)		(85,474)		(272,719)		(34,804)
Earnings in equity method investment	39,637		—		93,390		—
Net loss	$	(174,696)	$	(85,474)	$	(179,329)	$	(34,804)
Net loss attributable to redeemable non-controlling interests	$	—	$	(43,414)	$	—	$	(18,414)
Net loss attributable to CompoSecure, Inc.	$	(174,696)	$	(42,060)	$	(179,329)	$	(16,390)
Net loss per share attributable to CompoSecure, Inc. - basic	$	(1.58)	$	(1.10)	$	(1.70)	$	(0.58)
Net loss per share attributable to CompoSecure, Inc. - diluted	$	(1.58)	$	(1.10)	$	(1.70)	$	(0.58)
Weighted average shares used to compute net loss per share attributable to Class A common stockholders - basic	110,265		38,212		105,280		28,110
Weighted average shares used to compute net loss per share attributable to Class A common stockholders - diluted	110,265		38,212		105,280		28,110

Item 1. Financial Statements

The accompanying notes are an integral part of these financial statements.

~~COMPOSECURE~~GPGI, INC. Condensed Consolidated ~~Statements~~Balance ofSheets ~~Comprehensive Loss~~ (~~Unaudited) (~~$ in ~~thousands~~millions, except par value and share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	March 31, 2026		December 31, 2025
	2025		2024		2025		2024
	Unaudited
Net loss	$	(174,696)	$	(85,474)	$	(179,329)	$	(34,804)
ASSETS
Other comprehensive loss
CURRENT ASSETS
Unrealized loss on derivative - interest rate swap (net of tax)	—		(2,279)		(502)		(2,422)
Cash and cash equivalents	$	6.5	$	114.6
Total other comprehensive loss	—		(2,279)		(502)		(2,422)
Prepaid expenses and other current assets	4.3		5.5
Comprehensive loss	$	(174,696)	$	(87,753)	$	(179,831)	$	(37,226)
Income taxes receivable	12.1		—
Total current assets	22.9		120.1
Deferred income tax assets	258.0		271.7
Equity method investment	3,133.2		125.5
Total assets	3,414.1		517.3
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	1.4		0.8
Accrued expenses	3.1		1.9
Current portion of tax receivable agreement liability	20.4		16.2
Total current liabilities	24.9		18.9
Tax receivable agreement liability	272.9		255.2
Total liabilities	297.8		274.1
Commitments and contingencies (Note 8)
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 1,000,000,000 shares were authorized as of March 31, 2026 and December 31, 2025, respectively; 289,861,445 and 126,985,076 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Treasury stock	(12.2)		(12.2)
Additional paid-in-capital	3,815.5		706.7
Accumulated other comprehensive loss	(0.2)		(0.2)
Accumulated deficit	(686.8)		(451.1)
Total stockholders' equity	3,116.3		243.2
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,414.1	$	517.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~COMPOSECURE~~GPGI, INC. ~~CONSOLIDATED~~Condensed ~~STATEMENTS~~Consolidated OFStatements ~~STOCKHOLDERS'~~of ~~EQUITY~~Operations (~~DEFICIT) (~~Unaudited) ($ in ~~thousands~~millions, except per share ~~data~~amounts)

			Class A Common Stock					Class B Common Stock			Treasury Stock		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
	Three Months Ended March 31,
			Shares			Amount		Shares	Amount				Capital		Comprehensive Loss		Deficit		Equity (Deficit)		Interest
	2026			2025
Balance as of December 31, 2024			100,462,844			$	10	—	$	—	$	—	$	361,379	$	2,543	$	(507,378)	$	(143,446)	$	—
Net sales	$	—		$	59.8
Exercise of warrants			425,100			—		—	—		—		7,194		—		—		7,194		—
Cost of sales	—			31.1
Stock-based compensation			—			—		—	—		—		5,720		—		—		5,720		—
Gross profit	—			28.7
Proceeds from employee stock purchase plan and exercise of options			—			—		—	—		—		121		—		—		121		—
Operating expenses
Net income			—			—		—	—		—		—		—		21,492		21,492		—
Selling, general and administrative expenses	55.6			22.7
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes.			1,418,449			—		—	—		—		—		—		—		—		—
Income (loss) from operations	(55.6)			6.0
Class A common stock withheld related to net share settlement of equity awards			11,459			—		—	—		—		(15,285)		—		—		(15,285)		—
Other income (expense)
Unrealized loss on derivative - interest rate swap			—			—		—	—		—		—		(502)		—		(502)		—
Revaluation of warrant liability	—			17.9
Deemed dividend for issuance of share-based compensation to Resolute Holdings employees			—			—		—	—		—		(26,020)		—		—		(26,020)		—
Revaluation of earnout consideration liability	—			11.2
Share-based compensation granted to Resolute Holdings employees			—			—		—	—		—		26,020		—		—		26,020		—
Loss on remeasurement of tax receivable agreement liability	(21.9)			—
Spin-Off of Resolute Holdings			—			—		—	—		—		(14,209)		—		3,400		(10,809)		—
Interest expense	—			(1.6)
Deconsolidation of CompoSecure Holdings, L.L.C.			—			—		—	—		—		(138,443)		(2,247)		188,898		48,208		—
Interest income	0.2			0.2
Balance as of March 31, 2025			102,317,852			$	10	—	$	—	$	—	$	206,477	$	(206)	$	(293,588)	$	(87,307)	$	—
Total other income (expense), net	(21.7)			27.7
Exercise of warrants			1,000			—		—	—		—		—		—		—		—		—
Income (loss) before income taxes	(77.3)			33.7
Stock-based compensation			—			—		—	—		—		137		—		—		137		—
Income tax expense	(3.6)			(27.0)
Net loss			—			—		—	—		—		—		—		(26,125)		(26,125)		—
Income (loss) before earnings in equity method investment	(80.9)			6.7
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and warrants			38,880			—		—	—		—		—		—		—		—		—
Earnings (losses) in equity method investment	(154.1)			14.8
Adjustment to Spin-Off of Resolute Holdings			—			—		—	—		—		1,870		—		—		1,870		—
Net income (loss)	$	(235.0)		$	21.5
Share-based compensation granted at Holdings			—			—		—	—		—		5,049		—		—		5,049		—
Net income (loss) per share - basic	$	(0.87)		$	0.21
Balance as of June 30, 2025			102,357,732			$	10	—	$	—	$	—	$	213,533	$	(206)	$	(319,713)	$	(106,376)	$	—
Net income (loss) per share - diluted	$	(0.87)		$	0.07
Weighted average shares used to compute net income (loss) per share Class A common stockholders - basic	269,993,148			102,039,611
Weighted average shares used to compute net income (loss) per share Class A common stockholders - diluted	269,993,148			113,270,186

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~COMPOSECURE~~GPGI, INC. ~~CONSOLIDATED~~Condensed ~~STATEMENTS~~Consolidated OFStatements ~~STOCKHOLDERS'~~of ~~EQUITY~~Comprehensive Income (~~DEFICIT~~Loss) (Unaudited) ($ in ~~thousands, except share data~~millions)

Exercise of warrants			18,752,570			2		—	—		—		362,746		—		—		362,748		—
	Three Months Ended March 31,
Stock-based compensation			—			—		—	—		—		236		—		—		236		—
	2026			2025
Proceeds from exercise of options			—			—		—	—		—		—		—		—		—		—
Net income (loss)	$	(235.0)		$	21.5
Purchase of Treasury shares			(647,782)			—		—	—		(12,247)		—		—		—		(12,247)		—
Other comprehensive loss
Net loss			—			—		—	—		—		—		—		(174,696)		(174,696)		—
Unrealized loss on derivative - interest rate swap	—			(0.5)
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes			253,118			—		—	—		—		—		—		—		—		—
Total other comprehensive loss	—			(0.5)
Tax receivable agreement liability			—			—		—	—		—		2,250		—		—		2,250		—
Comprehensive income (loss)	$	(235.0)		$	21.0
Exercise of Earnouts			4,245,597			—		—	—		—		74,908		—		—		74,908		—
Share-based compensation granted at Holdings			—			—		—	—		—		5,646		—		—		5,646		—
Balance as of September 30, 2025			124,961,235			$	12	—	$	—	$	(12,247)	$	659,319	$	(206)	$	(494,409)	$	152,469	$	—
			Class A Common Stock					Class B Common Stock			Treasury Stock		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
			Shares			Amount		Shares	Amount				Capital		Comprehensive Income		Deficit		Equity (Deficit)		Interest
Balance as of December 31, 2023			19,415,123			2		59,958,422	6		—		39,466		4,991		(846,825)		(802,360)		596,587
Distributions to non-controlling interests			—			—		—	—		—		—		—		(10,151)		(10,151)		—
Stock-based compensation			—			—		—	—		—		4,397		—		—		4,397		—
Proceeds from employee stock purchase plan and exercise of options			—			—		—	—		—		107		—		—		107		—
Net income			—			—		—	—		—		—		—		4,025		4,025		13,048
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions			1,183,123			—		—	—		—		—		—		—		—		—
Class A common stock withheld related to net share settlement of equity awards			—			—		—	—		—		(3,476)		—		—		(3,476)		—
Unrealized gain on derivative - interest rate swap			—			—		—	—		—		—		452		—		452		—
Adjustment of redeemable non-controlling interests to redemption value			—			—		—	—		—		—		—		13,048		13,048		(13,048)
Balance as of March 31, 2024			20,598,246			$	2	59,958,422	$	6	$	—	$	40,494	$	5,443	$	(839,903)	$	(793,958)	$	596,587
Dividend to Class A shareholders			—			—		—	—		—		—		—		(8,922)		(8,922)		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~COMPOSECURE~~GPGI, INC. ~~CONSOLIDATED~~Condensed ~~STATEMENTS~~Consolidated OFStatements ~~STOCKHOLDERS~~of Stockholders' ~~EQUITY~~Equity (~~DEFICIT~~Deficit) (Unaudited) ($ in ~~thousands~~millions, except share data)

Distributions to non-controlling interests		—			—				—				—				—				—				—		(31,589)		(31,589)		—
	Class A Common Stock						Treasury Stock				Additional Paid in Capital				Accumulated Other Comprehensive Loss				Accumulated Deficit				Total Stockholders' Equity
Stock-based compensation		—			—				—				—				—				5,238				—		—		5,238		—
	Shares		Amount
Proceeds from employee stock purchase plan and exercise of options		—			—				—				—				—				114				—		—		114		—
Balance as at December 31, 2025	126,985,076		$	—			$	(12.2)			$	706.7			$	(0.2)			$	(451.1)			$	243.2
Net income		—			—				—				—				—				—				—		11,099		11,099		22,498
Stock-based compensation	—		—				—				2.0				—				—				2.0
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions		1,199,092			—				—				—				—				—				—		—		—		—
Stock-based compensation granted to GPGI Holdings	—		—				—				1.8				—				—				1.8
Class A common stock withheld related to net share settlement of equity awards		—			—				—				—				—				(5,006)				—		—		(5,006)		—
Net income (loss)	—		—				—				—				—				(235.0)				(235.0)
Class A common stock issued pursuant to Class B common stock exchanges		8,050,000			1				(8,050,000)				(1)				—				—				—		—		—		—
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes.	1,841,952		—				—				—				—				—				—
Unrealized loss on derivative - interest rate swap		—			—				—				—				—				—				(595)		—		(595)		—
Class A common stock issued in relation to Husky Transaction	161,034,417		—				—				3,105.0				—				—				3,105.0
Tax receivable agreement liability		—			—				—				—				—				(4,582)				—		—		(4,582)		—
Stock-based compensation granted to Resolute Holdings employees before January 12,2026	—		—				—				0.2				—				—				0.2
Adjustment of redeemable non-controlling interests to redemption value		—			—				—				—				—				—				—		102,596		102,596		(102,596)
Deemed dividend for issuance of stock-based compensation to Resolute Holdings employees	—		—				—				(0.2)				—				—				(0.2)
Balance as of June 30, 2024		29,847,338			$	3			51,908,422				$	5			$	—			$	36,258			$	4,848	$	(766,719)	$	(725,605)	$	516,489
Dividends declared	—		—				—				—				—				(0.7)				(0.7)
Distributions to non-controlling interests		—			—				—				—				—				—				—		(8,696)		(8,696)		—
Balance as at March 31, 2026	289,861,445		$	—			$	(12.2)			$	3,815.5			$	(0.2)			$	(686.8)			$	3,116.3
Stock-based compensation		—			—				—				—				—				5,634				—		—		5,634		—
Proceeds from employee stock purchase plan and exercise of options		—			—				—				—				—				2,674				—		—		2,674		—
Net loss		—			—				—				—				—				—				—		(42,060)		(42,060)		(43,414)
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions		921,594			—				—				—				—				—				—		—		—		—
Class A common stock issued pursuant to Class B common stock exchanges		51,908,422			5				(51,908,422)				(5)				—				—				—		—		—		—
Unrealized loss on derivative - interest rate swap					—				—				—				—				—				(2,279)		—		(2,279)		—
Tax receivable agreement liability					—				—				—				—				12,248				—		—		12,248		—
Adjustment of redeemable non-controlling interests to redemption value					—				—				—				—				123,542				—		349,533		473,075		(473,075)
Balance as of September 30, 2024		82,677,354			$	8			$	—			$	—			$	—			$	180,356			$	2,569	$	(467,942)	$	(285,009)	$	—

The accompanying notes are an integral part of these financial statements.


	Class A Common Stock			Treasury Stock		Additional Paid in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Deficit
	Shares	Amount
Balance as at December 31, 2024	100,462,844	$	—	$	—	$	361.4	$	2.5	$	(507.4)	$	(143.5)
Exercise of warrants	425,100	—		—		7.2		—		—		7.2
Stock-based compensation	—	—		—		3.9		—		—		3.9
Proceeds from employee stock purchase plan and exercise of options	—	—		—		0.1		—		—		0.1
Net income (loss)	—	—		—		—		—		21.5		21.5
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes.	1,418,449	—		—		—		—		—		—
Class A common stock withheld related to net share settlement of equity awards	11,459	—		—		(15.3)		—		—		(15.3)
Stock-based compensation granted at GPGI Holdings	—	—		—		1.8		—		—		1.8
Unrealized loss on derivative - interest rate swap	—	—		—		—		(0.5)		—		(0.5)
Spin-Off of Resolute Holdings	—	—		—		(14.2)		—		3.4		(10.8)
Deconsolidation of CompoSecure Holdings, L.L.C.	—	—		—		(138.4)		(2.2)		188.9		48.3
Balance as at March 31, 2025	102,317,852	$	—	$	—	$	206.5	$	(0.2)	$	(293.6)	$	(87.3)

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~COMPOSECURE~~GPGI, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) ($ in ~~thousands~~millions)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Cash flows from operating activities
Net loss	$	(179,329)	$	(34,804)
Net income (loss)	$	(235.0)	$	21.5
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	~~1,623~~—		1.6~~,932~~
Stock-based compensation expense	~~4,223~~2.0		~~15,269~~3.9
Earnings in equity method investment	(93,390)		—
(Earnings) losses from equity method investment	154.1		(14.8)
Cash receipts from Holdings	21,659		—
Loss on remeasurement of tax receivable agreement liability	21.9		—
Amortization of deferred financing costs	74		958
Revaluation of earnout consideration liability	—		(11.2)
Loss on extinguishment of debt	—		148
Revaluation of warrant liability	—		(17.9)
Revaluation of earnout consideration liability	57,101		34,060
Non-cash operating lease expense	—		0.4
Revaluation of warrant liability	152,782		76,211
Deferred tax benefit	13.7		(1.8)
Change in fair value of derivative liability	—		(425)
Changes in assets and liabilities
Non-cash operating lease expense	405		1,752
Accounts receivable	—		2.1
Deferred tax benefit	(1,837)		(3,510)
Inventories	—		(5.2)
Changes in assets and liabilities:
Income taxes receivable	(12.1)		—
Accounts receivable	2,063		(3,311)
Prepaid expenses and other assets	1.2		0.1
Inventories	(5,195)		(2,550)
Accounts payable	0.5		2.5
Prepaid expenses and other assets	(3,256)		(115)
Accrued expenses	1.1		26.0
Accounts payable	(29)		4,499
Lease liabilities	—		(0.4)
Accrued expenses	38,230		1,487
Other liabilities	—		(3.8)
Lease liabilities	(369)		(1,828)
Net cash provided by (used in) operating activities	(52.6)		3.0
Other liabilities	(3,648)		666
Cash flows from investing activities
Net cash (used in ) provided by operating activities	(8,893)		95,439
Investment in GPGI Holdings	(2,016.8)		—
Cash flows from investing activities
GPGI Holdings cash deconsolidated as a result of the CompoSecure Management Agreement	—		(50.3)
Purchase of property and equipment	—		(4,782)
Resolute Holdings cash deconsolidated as a result of the Spin-Off	—		(10.0)
Holdings cash deconsolidated as a result of the Management Agreement	(50,303)		—
Capitalized software expenditures	—		(0.4)
Resolute Holdings cash deconsolidated as a result of the Spin-Off	(10,000)		—
Net cash provided by (used in) investing activities	(2,016.8)		(60.7)
Capitalized software expenditures	(387)		(729)
Cash flows from financing activities
Net cash used in investing activities	(60,690)		(5,511)
Proceeds from issuance of Class A common stock in relation to Husky Transaction	1,962.0		—
Cash flows from financing activities
Proceeds from employee stock purchase plan and exercise of options	—		0.1
Proceeds from employee stock purchase plan and exercise of options	121		2,895
Payments for taxes related to net share settlement of equity awards	—		(15.3)
Payments for taxes related to net share settlement of equity awards and earnout liability	(18,011)		(8,482)
Dividend to Class A shareholders	(0.7)		—
Payment of term loan	—		(10,333)
Proceeds from the exercise of warrants	—		4.9
Purchase of treasury shares	(12,247)		—
Net cash provided by (used in) financing activities	1,961.3		(10.3)
Deferred finance costs related to debt modification	—		(1,889)
Net increase (decrease) in cash and cash equivalent	(108.1)		(68.0)
Payment of tax receivable agreement liability	(4,735)		(1,303)
Cash and cash equivalent, beginning of period	114.6		77.5
Distributions to non-controlling members	—		(34,863)
Cash and cash equivalent, end of period	$	6.5	$	9.5
Special distribution to non-controlling members	—		(15,573)
Supplemental disclosure of cash flow information
Dividend to Class A shareholders	—		(8,922)
Cash paid for interest	$	—	$	2.2
Proceeds from the exercise of warrants	154,356		—
Cash paid for income taxes	$	—	$	0.7
Net cash provided by (used in) financing activities	119,484		(78,470)
Supplemental disclosure of non-cash operating and financing activities
Net increase in cash and cash equivalents	49,901		11,458
Operating lease right of use assets exchanged for lease liabilities	$	—	$	4.2
Cash and cash equivalents, beginning of period	77,461		41,216
Cash and cash equivalents, end of period	$	127,362	$	52,674
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,164	$	16,987
Cash paid for income taxes	16,770		3,420
Supplemental disclosure of non-cash operating and financing activities:
Operating lease ROU assets exchanged for lease liabilities	$	4,224	$	—
Derivative asset - interest rate swap	(502)		(2,422)
Non-cash portion of warrant exercise	(215,586)		—
Settlement of earnout phase two	(77,634)		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

Contribution to Holdings for share-based compensation	12,565	—
Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Management Agreement	(98,508)	—
Resolute Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Spin-Off	(1,542)	—


GPGI, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
($ in millions)

The accompanying notes are an integral part of these financial statements.


Derivative asset - interest rate swap	$	—	$	(0.5)
Non-cash portion of warrant exercise	$	—	$	(2.3)

Investment in GPGI Holdings for share-based compensation	$	2.0	$	1.9
GPGI Holdings net liabilities, excluding cash and cash equivalents, deconsolidated as a result of CompoSecure Management Agreement	$	—	$	(100.4)
Resolute Holdings net liabilities, excluding cash and cash equivalents, deconsolidated as a result of Spin-Off	$	—	$	(1.5)
GPGI Inc Class A common stock issued in GPGI Holdings in relation to Husky Transaction	$	1,143.0	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

~~CompoSecure~~GPGI, Inc. (~~the~~formerly ~~“Company”), through its wholly-owned subsidiary,~~ CompoSecure ~~Holdings~~, LInc.~~L.C.~~) (~~"Holdings")~~“GPGI” ~~is a manufacturer~~ and ~~designer of complex metal~~, ~~composite~~together ~~and~~with ~~proprietary~~its ~~financial~~subsidiaries ~~transaction~~as ~~cards.~~the ~~The~~context ~~Company~~requires, ~~was~~the ~~founded and commenced operations in 2000. The~~ "Company," ~~provides products and services primarily to global financial institutions~~“we”, ~~plastic~~“us” ~~card~~or ~~manufacturers~~“our”), ~~system integrators, and security specialists. The Company~~ is ~~located~~a inpermanent ~~Somerset,~~capital ~~New~~platform ~~Jersey.~~designed ~~Since~~to ~~its inception~~acquire, ~~the Company has established itself as a technology partner to market leaders~~own, ~~fintechs~~ and ~~consumers~~scale ~~enabling~~high-quality ~~trust~~businesses ~~for~~that ~~millions~~hold of“great ~~people~~positions ~~around~~in ~~the~~good ~~globe~~industries.” The ~~Company~~operations, ~~combines~~capital ~~elegance~~allocation, ~~simplicity~~ and ~~security~~strategy toof ~~deliver~~our ~~exceptional~~operating ~~experiences~~businesses ~~and~~are ~~peace~~managed ofby ~~mind~~Resolute inHoldings ~~the~~Management, ~~physical and digital world~~Inc. ~~The~~(NYSE: ~~Company’s~~RHLD) ~~innovative~~(“Resolute ~~payment~~Holdings”), ~~card~~an ~~technology~~entity ~~and~~that ~~metal~~was ~~cards~~initially ~~with~~formed ~~Arculus~~as ~~secure~~a ~~authentication~~wholly ~~and~~owned ~~digital~~subsidiary ~~asset~~of ~~storage~~the ~~capabilities~~Company ~~deliver~~and ~~unique,~~was ~~premium~~subsequently ~~branded~~spun ~~experiences,~~off ~~enable people~~ to ~~access~~the ~~and~~Company's ~~use~~shareholders ~~their~~on ~~financial~~a ~~and~~pro ~~digital~~rata ~~assets, and ensure trust at the point of a transaction~~basis.

The Company ~~creates~~has ~~newly~~evolved ~~innovated,~~from ~~highly~~a ~~differentiated~~single ~~and~~operating ~~customized~~business ~~quality~~into ~~financial~~a ~~payment~~diversified ~~products~~permanent ~~for~~capital ~~banks~~platform ~~and~~that ~~other~~is ~~payment~~comprised ~~card~~of ~~issuers~~two tomarket ~~support~~leading ~~and~~businesses: ~~increase~~(1) ~~their customer acquisition~~CompoSecure, ~~customer retention and organic customer spend~~L.L.C. ~~The~~(together ~~Company’s~~with ~~customers~~its ~~consist~~subsidiaries, ~~primarily of leading international and domestic banks and other payment card issuers primarily within the United States (~~“~~U.S.~~CompoSecure”), ~~with~~a ~~additional~~leading ~~direct~~manufacturer ~~and~~of ~~indirect~~premium ~~customers~~metal incredit ~~Europe,~~cards ~~Asia, Latin America, Canada,~~ and ~~the~~provider ~~Middle~~of ~~East.~~secure ~~The~~authentication ~~Company is a platform for next generation payment technology~~solutions, ~~security,~~ and ~~authentication~~(2) ~~solutions.~~Husky ~~The~~Holdings ~~Company~~LLC ~~maintains~~("Husky ~~trusted~~Holdings," ~~highly-embedded~~ and ~~long-term~~together ~~customer relationships~~ with anits ~~expanding~~subsidiaries, ~~set~~“Husky”), ~~of global issuers. The Company has established~~ a ~~niche~~leading ~~position~~manufacturer ~~in the financial payment card market with 25 years~~ of ~~innovation~~injection ~~and~~molding ~~experience~~equipment and isaftermarket ~~focused~~services ~~primarily~~for ~~on this attractive subsector of~~ the ~~financial~~food, ~~technology~~packaging, ~~market. The Company serves a diverse set of direct customers~~ and ~~indirect~~medical ~~customers, including some of the largest issuers of credit cards in the U~~markets.S.

~~Prior~~CompoSecure, tofounded ~~the~~in ~~transactions~~2000, ~~discussed~~and ~~below~~headquartered in Somerset, New Jersey, is the ~~Company~~global ~~had~~leader ~~operated~~in asthe andesign ~~umbrella~~and ~~partnership~~manufacturing Cof ~~corporation~~premium ~~(“Up~~metal payment cards and secure authentication solutions. The company pioneered the use of metal in payment cards dating back to 2003 and combines industry-~~C”)~~leading innovation, ~~meaning~~advanced ~~that~~materials ~~the~~science, ~~sole~~and ~~asset~~proprietary ofmanufacturing ~~the~~processes ~~Company~~to ~~was~~deliver highly differentiated products to its ~~interest~~customers. inCompoSecure’s ~~Holdings~~metal payment cards integrate a metal core with EMV® (acronym representing Europay, Mastercard, and ~~the~~Visa) ~~related~~chips, ~~deferred~~magnetic ~~tax~~stripes, ~~asset.~~and ~~Holdings~~contactless ~~had~~payment ~~been~~technology, anwhile ~~entity~~meeting ~~taxed~~stringent ascertification arequirements ~~partnership~~from ~~for~~global Upayment networks.S. ~~federal~~CompoSecure’s ~~income~~metal ~~tax~~cards ~~purposes~~deliver a distinctive weight, a premium aesthetic, and ~~was~~enhanced ~~owned~~durability byfor ~~both~~consumers, while its issuer customers benefit from the ~~historical~~ability ~~owners~~to attract higher-value consumers, reduce cardholder churn, and ~~the~~unlock ~~Company~~higher customer spend relative to traditional plastic cards.

OnHusky, ~~August~~founded 7,in ~~2024~~1953, ~~all of the Company's Class B stockholders~~ and ~~affiliates~~headquartered ofin ~~Resolute Compo Holdings~~Bolton, ~~LLC~~Ontario, ~~including~~is ~~Tungsten 2024 LLC, (collectively, "Tungsten"), entered into stock purchase agreements pursuant to which~~ the ~~selling~~leading ~~shareholders~~global ~~would~~manufacturer ~~exchange~~of ~~their~~highly ~~51,908,422~~engineered ~~Class~~injection Bmolding ~~units,~~equipment and ~~corresponding~~aftermarket ~~Class~~tooling Band ~~shares, for Class A shares (collectively, the "Tungsten Transactions"), eliminating the Company's existing dual-share class structure~~services. ~~The~~Husky ~~Company~~has ~~was~~focused ~~not~~on ~~party~~developing tohighly ~~the~~technical ~~stock~~precision ~~purchase~~technologies ~~agreements~~instrumental ~~related~~in to the ~~Tungsten~~delivery ~~Transactions.~~of ~~The Tungsten Transactions closed on September 17~~food, ~~2024 and as a result~~beverages, ~~Tungsten~~medical ~~became the majority owner of the Company by acquiring 49~~devices,~~290,409~~ ~~shares~~and ofother ~~the~~applications ~~Company's~~including ~~Class~~general Apackaging ~~Common~~and ~~Stock for an aggregate purchase price of approximately $372 million~~closures, orthinwall ~~$7.55 per share~~packaging, ~~representing~~and anconsumer ~~approximately~~products. ~~60%~~Husky ~~voting~~delivers ~~interest~~its inintegrated ~~the~~capabilities ~~Company~~through ata ~~the~~combination ~~time~~ of ~~the~~systems, ~~Tungsten Transactions. Subsequent to the Tungsten Transactions~~tooling, ~~the~~and ~~Company~~aftermarket noparts ~~longer has Class B shares outstanding nor the associated non-controlling interest. The Company's tax receivable agreement liability~~ and ~~future~~services ~~payments~~to ~~thereunder~~create ~~increased~~value asfor ~~the~~customers ~~Company~~throughout ~~realized an increase in~~ the ~~tax~~entire ~~basis~~lifecycle of ~~the~~its ~~assets of Holdings resulting from the exchange of the equity in Holdings by unitholders in connection with the Tungsten Transactions~~solutions.

OnAs ~~September 27, 2024, Resolute Holdings Management, Inc. ("Resolute Holdings") was created as~~ a ~~wholly~~function ~~owned subsidiary~~ of ~~Holdings.~~the OnCompany’s ~~February~~permanent ~~28,~~capital ~~2025~~base, ~~the~~we ~~Company~~believe ~~completed~~our ~~the~~platform ~~previously-announced~~is ~~spin-off~~a ~~(the~~structurally ~~"Spin-Off")~~advantaged ofbuyer ~~Resolute~~for ~~Holdings~~private assets. ~~In connection with the Spin-Off~~Specifically, ~~Holdings~~we ~~entered~~believe ~~into~~GPGI aoffers ~~management~~an ~~agreement~~alternative ~~(the~~and ~~"Management~~more ~~Agreement")~~favorable ~~pursuant~~exit topathway ~~which~~for ~~Resolute~~large, ~~Holdings~~sponsor-owned ~~provides~~assets ~~management~~that ~~and~~are ~~other~~otherwise ~~related~~limited ~~services~~ to ~~Holdings~~an ininitial ~~exchange~~public ~~for~~offering. ~~payment~~We ofcan ~~quarterly~~offer ~~management~~more ~~fees.~~upfront ~~The~~cash ~~Spin-Off~~proceeds ofto ~~Resolute~~the ~~Holdings~~seller, ~~from~~provide ~~the~~speed ~~Company~~and ~~was~~certainty, ~~achieved~~lower ~~through~~ the ~~distribution~~concentrated ofownership ~~all~~overhang ~~outstanding~~with ~~shares~~access ofto ~~common~~our ~~stock~~high-quality, ~~par~~long-term, ~~value~~and ~~$0.0001~~diversified ~~per~~shareholder ~~share~~base, ofset ~~Resolute~~up ~~Holdings~~the ~~("Resolute~~business ~~Holdings~~for ~~Common~~success ~~Stock"),~~with onright-sized ~~a pro rata basis~~leverage, toand ~~holders~~provide ~~of record of~~ the ~~Company’s~~opportunity ~~Class~~to Aparticipate ~~Common~~in ~~Stock,~~future ~~par~~Resolute Holdings-led value $0creation.~~0001~~ ~~per~~We ~~share~~believe ~~(“CompoSecure~~these ~~Common~~structural ~~Stock”).~~benefits ~~Each~~collectively ~~holder~~position ofGPGI ~~record~~to ofmake ~~CompoSecure~~accretive ~~Common~~acquisitions ~~Stock received one share~~ of ~~Resolute~~high-quality ~~Holdings~~businesses ~~Common~~at ~~Stock~~a ~~for~~fair ~~every twelve shares of CompoSecure Common Stock held on February 20, 2025, the record date~~ price.

The evolution of the Company from a single operating business into the diversified permanent capital platform it is today began on August 7, 2024, when affiliates of Resolute Compo Holdings, LLC, including Tungsten 2024 LLC (collectively, "Tungsten") entered into stock purchase agreements with all of the holders of the Company's previously outstanding shares of Class B common stock, pursuant to which the selling Class B stockholders exchanged their 51,908,422 Class B units of CompoSecure Holdings, L.L.C. (now GPGI Holdings, L.L.C., "GPGI Holdings") and corresponding shares of Class B common stock of the Company for shares of Class A common stock, par value $0.0001 per share, of the Company (the "Class A Common Stock") (collectively, the "Tungsten Transactions") eliminating the Company's then-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 $372.0, or

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

~~for the Spin-Off~~$7.55 Inper ~~lieu~~share, ofrepresenting ~~fractional~~an ~~shares~~approximately of60% ~~Resolute~~voting ~~Holdings~~interest ~~Common~~in ~~Stock,~~the ~~holders~~Company ofat ~~CompoSecure~~the ~~Common~~time ~~Stock~~of ~~received~~the ~~cash~~Tungsten Transactions.

~~The~~On ~~distribution~~September of27, ~~shares~~2024, inResolute ~~connection~~Holdings ~~with~~was ~~the~~created ~~Spin-Off~~as ~~constituted~~a anwholly ~~extraordinary~~owned ~~dividend~~subsidiary asof ~~defined~~GPGI inHoldings ~~the~~and ~~warrant~~subsequently ~~agreement~~on ~~related~~February to28, ~~previously~~2025, ~~issued~~the ~~warrants~~Company indistributed ~~connection~~all ~~with~~shares aof ~~prior~~common ~~transaction.~~stock Asof aResolute ~~result,~~Holdings ~~the~~(“Resolute ~~warrant~~Holdings ~~price~~Common ~~was~~Stock”) ~~decreased~~on ~~from~~a ~~$11.50~~pro ~~per~~rata ~~share~~basis to the holders of ~~CompoSecure~~the ~~Common~~Company’s ~~Stock~~Class toA ~~$7.97~~Common ~~per~~Stock ~~share~~as of ~~CompoSecure~~the ~~Common~~February ~~Stock~~20, ~~and~~2025 ~~the~~record ~~redemption~~date ~~trigger~~(the ~~price~~“Spin-Off”). ~~was~~Each ~~decreased~~stockholder ~~from~~of ~~$18.00~~record ~~per~~who ~~share~~held shares of ~~CompoSecure~~the Company’s Class A Common Stock toon ~~$14.47~~February ~~per~~20, 2025, received one share of ~~CompoSecure~~Resolute Holdings Common Stock, ~~effective~~for asevery twelve shares of ~~February~~the ~~28,~~Company’s ~~2025~~Class A Common Stock then held.

In Byconnection ~~virtue~~with ofthe ~~control~~completion of the ~~board~~Spin-Off, ofGPGI ~~managers of~~ Holdings, ~~the~~entered ~~Company~~into ~~historically~~a ~~operated~~management ~~and~~agreement ~~controlled~~with ~~the~~Resolute ~~business and affairs of~~ Holdings ~~and thus consolidated Holdings. As of February 28, 2025 and subsequent to~~ (the ~~Spin-Off~~"CompoSecure ~~and the execution of the~~ Management Agreement"), ~~with~~pursuant ~~Resolute~~to ~~Holdings,~~which Resolute Holdings ~~controls~~is ~~and~~responsible isfor ~~required~~managing the day-to-day ~~consolidate~~business ~~Holdings.~~and Asoperations aand ~~result,~~overseeing the ~~Company~~strategy noof ~~longer~~GPGI ~~consolidates~~ Holdings and ~~accounts~~its ~~for~~controlled ~~the~~affiliates ~~investment~~ in ~~Holdings~~exchange ~~as an equity method investment. See Note 5~~ for ~~additional~~a ~~discussion~~fee.

Pursuant to the CompoSecure Management Agreement, GPGI Holdings pays Resolute Holdings a quarterly management fee (the “CompoSecure Management Fee”), payable in arrears, in a cash amount equal to 2.~~SUMMARY~~5% OFof ~~SIGNIFICANT~~GPGI ~~ACCOUNTING~~Holdings’ ~~POLICIES~~last twelve months' Adjusted EBITDA, as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“CompoSecure Management Agreement Adjusted EBITDA”). CompoSecure Management Agreement Adjusted EBITDA reflects (a) GPGI 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). CompoSecure Management Agreement Adjusted EBITDA is calculated without duplication of Husky’s Adjusted EBITDA as defined in the Husky Management Agreement (as defined below) and its share of Parent Allocated Expense. GPGI Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of GPGI Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to GPGI 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 GPGI 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 GPGI 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 GPGI Holdings to pay a termination fee, which may be paid in cash, shares of the Company's Class A 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, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC (“Platinum Equity”) pursuant to which GPGI would combine with Husky Technologies Limited for an enterprise value of approximately $4.976 billion, financed with debt, cash and a share of GPGI’s Class A Common Stock (“Husky Transaction”). The Husky Transaction was completed on January 12, 2026 (the "Husky Transaction Date").

In conjunction with the closing of the Husky Transaction, Resolute Holdings entered into a management agreement with Husky (the "Husky Management Agreement") on substantially identical terms as the CompoSecure Management Agreement (as described above), pursuant to which Resolute Holdings provides management and other related services to Husky in exchange for payment of a quarterly management fee ("Husky Management Fee"), which is calculated without duplication of GPGI Holdings' Adjusted EBITDA and its share of Parent Allocated Expense.

GPGI historically operated and controlled the business and affairs of GPGI Holdings and thus consolidated GPGI Holdings. As of February 28, 2025, due to the Spin-Off and the execution of the CompoSecure Management Agreement, Resolute Holdings controls and is required to consolidate GPGI Holdings. As a result, the Company no longer consolidates GPGI Holdings and accounts for the investment in GPGI Holdings as an equity method investment. In addition, Husky is not consolidated by the Company and is accounted for as an equity method


GPGI, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
($ in millions, except share data)

investment by GPGI Holdings. Accordingly, the Company’s consolidated financial statements reflect its indirect interest in Husky through its equity method investment in GPGI Holdings.

The Company’s results of operations and financial statements for the quarter ended March 31, 2026 reflect the results of Husky only for the period subsequent to the Husky Transaction Date, representing the portion of the quarter during which the Company owned the Husky business.

The Company’s current entity structure as of the date of this report is as follows:

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts are in ~~thousands~~millions, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise noted.

The Company's significant accounting policies are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 filed with the SEC (the "2025 Annual Report").

Interim Financial Statements

The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles ("U.S. GAAP") and Article 10 of Regulation S-X of the SEC for interim financial information and should be read in conjunction with the ~~Company’s~~2025 Annual Report ~~on Form 10-K for the year ended December 31, 2024~~. The financial statements presented in this Quarterly Report on Form 10-Q are unaudited; however, in the opinion of management, the financial statements reflect all adjustments, consisting solely of normal, recurring adjustments, necessary for the fair presentation of the financial statements for the periods presented. The results disclosed in the Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 are not necessarily indicative of the results to be expected for the full year.

Use of Estimates

The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its 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

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes (as defined below), which were marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, 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, reserve for excess and obsolete inventory, estimated useful lives and impairment of property and equipment, and lease term, discount rates and other inputs used to measure right of use assets and lease liabilities.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An immaterial adjustment has been made to the consolidated statement of cash flows for the nine months ended September 30, 2024 to reclassify within cash flows from operating activities the change in other liabilities to non-cash operating lease expense and lease liabilities. In addition, $1,303 previously presented on the consolidated statement of cash flows as deferred tax benefits within cash flows from operating activities for the nine months ended September 30, 2024 was reclassified to payments of tax receivable agreement liability within cash flows from financing activities.

Variable Interest Entities

The Company evaluates its contractual, ownership, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”) in accordance with ASC 810, Consolidation (“ASC 810”). A VIE is an entity that either lacks sufficient equity to permit it to finance its activities without additional subordinated financial support or for which the equity investors do not have characteristics of a controlling financial interest. These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct activities that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively.

Change to Equity Method Accounting Presentation for Holdings

The Company has a variable interest in Holdings, the Company’s wholly owned operating subsidiary. Holdings is considered a VIE as the Company is the sole holder of Holdings’ equity investment risk but is not able to direct the activities that most significantly impact Holdings’ economic performance. Effective as of February 28, 2025, the date of the Spin-Off of Resolute Holdings, and as a result of Holdings entering into the 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 included in this report are instead accounted for under the equity method of accounting. Under the equity method of accounting, the financial information of Holdings is not reflected within the Company’s consolidated financial statements. 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. The carrying value of the Company's investment in Holdings is reported in the Company’s consolidated balance sheets as equity method investment. This equity method investment is increased (decreased) by the Company's share of the earnings (losses) of Holdings and is also decreased by the Company’s share of dividends declared by Holdings from time to time (if any). The Company's investment in Holdings is accounted for using the equity method of accounting because the Company has the ability to exercise significant influence over Holdings, but as a result of the Management Agreement, does not have control over Holdings. No gain or loss was recognized upon conversion of Holdings as an equity method investment because Resolute Holdings and the Company were both under common control at the date of the Spin-Off.

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

Ifcircumstances, ~~the~~all ~~Company’s~~of ~~carrying~~which ~~value~~are necessary in ~~Holdings~~order isto ~~reduced~~form toa ~~zero,~~basis ~~losses~~for ~~would~~determining ~~not~~the becarrying ~~recorded~~values inof ~~the~~assets ~~Company’s~~and ~~consolidated~~liabilities. ~~financial~~Actual ~~statements~~results ~~unless~~may ~~the~~differ from those estimates and assumptions. The Company ~~guarantees~~evaluates ~~obligations~~the adequacy of ~~Holdings~~its orreserves ~~has~~and ~~committed~~the ~~additional~~estimates ~~funding~~used in calculations on an on-going basis. IfSignificant ~~Holdings~~areas ~~subsequently~~requiring ~~reports~~management ~~income~~judgment and estimates include the valuation of equity and liability classified stock‑based compensation awards, including stock options, restricted stock units, and performance‑based awards; the ~~Company~~determination ~~will~~of ~~not~~fair ~~record~~value ~~its~~and ~~share~~probability‑of‑achievement assumptions for performance conditions; valuation allowances on deferred tax assets based on an assessment of ~~such~~recoverability against future taxable income; ~~until~~and itestimates ~~equals~~of the ~~amount~~inputs ofused ~~its~~to ~~share~~calculate ofthe ~~losses~~tax ~~not~~receivable ~~previously~~agreement ~~recognized~~("TRA") liability.

~~The~~Variable ~~Company~~Interest has elected to classify distributions received from Holdings using the cumulative earnings approach. Under the cumulative earnings approach, distributions up to the amount of cumulative equity in earnings recognized are classified as cash inflows from operating activities, and those in excess of that amount are classified as cash inflows from investing activities.Entities

~~Revenue~~The ~~Recognition~~Company evaluates its contractual, ownership, and other interests in entities to determine if it has a variable interest in a variable interest entity (“VIE”) in accordance with ASC 810, Consolidation (“ASC 810”). A VIE is an entity that either lacks sufficient equity to permit it to finance its activities without additional subordinated financial support or for which the equity investors do not have characteristics of a controlling financial interest. These evaluations are complex and involve significant judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is generally the party that meets both of the following criteria: (i) has the power to direct activities that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively.

~~The~~Equity ~~Company~~Method ~~recognizes~~Accounting ~~revenue~~Presentation infor ~~accordance~~GPGI with 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 refers 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 an entity 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 Company did not have any revenue contract assets or liabilities as of September 30, 2025 or December 31, 2024.Holdings

The Company ~~invoices~~has ~~its~~a ~~customers~~variable atinterest in GPGI Holdings, the ~~time~~Company’s ~~when~~wholly ~~control~~owned operating subsidiary. GPGI Holdings is ~~transferred~~considered a VIE as GPGI, ~~with~~Inc. ~~payment~~is ~~terms~~the ~~ranging~~sole ~~between~~holder 15of ~~and~~GPGI 60Holdings’ ~~days~~equity ~~depending~~investment onat ~~each~~risk ~~individual~~but ~~contract~~is not able to direct the activities that most significantly impact GPGI Holdings’ economic performance. AsEffective as of February 28, 2025, the ~~payment~~date isof ~~due~~the ~~within~~Spin-Off 90of ~~days~~Resolute Holdings, and as a result of GPGI Holdings entering into the ~~invoice~~CompoSecure Management Agreement with Resolute Holdings, the Company determined that GPGI Holdings is a ~~significant~~VIE ~~financing~~for ~~component~~which the Company is not the primary beneficiary. Therefore, the results of operations and cash flows of the Company's wholly owned subsidiary, GPGI Holdings, and the operating companies which are its subsidiaries, are not consolidated in the financial statements included ~~within~~in this report and are instead accounted for under the ~~contracts~~equity method of accounting.

~~The~~Under ~~majority~~the equity method of accounting, the financial information of GPGI Holdings is not reflected within the Company’s ~~contracts~~consolidated ~~with~~financial ~~its~~statements. ~~customers~~The ~~have~~Company’s ~~the~~share ~~same~~of ~~performance~~the ~~obligation~~earnings of ~~manufacturing~~GPGI ~~and~~Holdings ~~transferring~~is reported in a ~~specified~~single ~~number~~line item within the Company’s consolidated statements of ~~cards~~operations toand ~~the~~cash ~~customer.~~flows ~~Each~~as ~~individual~~earnings ~~card~~from ~~included~~equity ~~within~~method aninvestment. ~~order~~The ~~constitutes~~carrying avalue ~~separate~~of ~~performance~~the ~~obligation,~~Company's ~~which~~investment in GPGI Holdings is ~~satisfied~~reported ~~upon~~in the ~~transfer~~Company’s ofconsolidated ~~goods~~balance tosheets ~~the~~as ~~customer~~an equity method investment. ~~The~~This ~~contract~~equity ~~term~~method asinvestment ~~defined~~is increased (decreased) by ~~ASC~~the ~~606~~Company's isshare of the ~~length~~earnings (losses) of ~~time~~GPGI itHoldings ~~takes~~and tois ~~deliver~~also decreased by the ~~goods~~Company’s orshare ~~services~~of ~~promised~~dividends ~~under~~declared ~~the~~by ~~purchase~~GPGI ~~order~~Holdings from time to time, if any. No gain or ~~statement~~loss was recognized upon deconsolidation of ~~work.~~GPGI AsHoldings ~~such,~~as an equity method investment because Resolute Holdings and the Company's ~~contracts~~were ~~are~~both ~~generally~~under ~~short~~common ~~term~~control inat ~~nature~~the date of the Spin-Off and execution of the CompoSecure Management Agreement.

~~Revenue~~Effective isupon ~~measured~~the inclosing anof ~~amount~~the Husky Transaction, and as a result of Husky entering into the Husky Management Agreement with Resolute Holdings, GPGI Holdings determined that ~~reflects~~it does not have the ~~consideration~~power to direct the ~~Company~~activities ~~expects~~that tomost ~~receive~~significantly inimpact ~~exchange~~Husky’s ~~for~~economic ~~those~~performance ~~products~~and oris ~~services~~therefore not the primary beneficiary. ~~Revenue~~As a result, Husky is ~~recognized~~not ~~net~~consolidated by GPGI Holdings and is accounted for under the equity method of ~~variable~~accounting, ~~consideration~~under ~~such~~which asGPGI ~~discounts~~Holdings’ share of Husky’s earnings or losses is reflected in a single line item in GPGI Holdings’ results of operations and the carrying value of the investment is adjusted accordingly. For GPGI, ~~rebates~~this activity is included within earnings (losses) in equity method investment related to GPGI Holdings, ~~and~~which ~~returns~~represents GPGI’s share of earnings or losses from its equity method investment in GPGI Holdings.

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 a rebate based on achieving a certain level of shipped sales during the calendar year. This rebate is estimated and updated throughout the year and accounted for as a reduction of revenues and the related accounts receivable.

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

~~Stock~~Treasury ~~Repurchases~~Stock

The Company’s stock repurchase program authorizes the Company to repurchase shares in open market and/or private transactions from time to time based on numerous factors, including, but not limited to, share price and other market conditions, the Company’s ongoing capital allocation planning, cash and debt levels, and other demands for cash. The Company records the shares repurchased as treasury stock based on the amount paid to repurchase such shares. Direct costs incurred to acquire treasury stock are classified as financing activities in the statement of cash flows. The ultimate use of the repurchased shares has not been determined and, therefore, they are presented separately as a reduction to shareholders' equity.

See Note 74 –- Equity Structure for further information on the repurchase of shares.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. ~~Loss~~Income (loss) per common share is computed by dividing net income (loss) ~~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~~consists ~~Class A Common Stock but was exclusive~~ of Class BA Common Stock ~~(while outstanding) as these shares have no economic or participating rights~~.

Diluted net loss per share is computed by dividing the net loss allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of shares of common ~~shares~~stock outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the warrants, payment of the ~~earnouts~~earnout consideration shares, exercise and vesting of the equity awards ~~and exchange of the Class B units and Exchangeable Notes ("securities")~~ only if the effect is not anti-dilutive.

~~Recent~~Fair ~~Accounting~~Value ~~Pronouncements~~Measurements

OnThe ~~September~~Company ~~29,~~determines ~~2025,~~fair ~~the~~value ~~FASB~~in ~~released~~accordance ~~Accounting~~with ~~Standards~~ASC ~~Update~~820 ~~No.~~Fair ~~2025-07,~~Value ~~Scope~~Measurement ~~Refinements for Derivatives and Share-Based Noncash Consideration~~ (“~~ASU~~ASC ~~2025-07~~820”), which ~~amends~~established ~~ASC~~a ~~815~~hierarchy ~~and~~for ~~ASC 606. ASU 2025-07 revises~~ the ~~guidance~~inputs inused ~~ASC 815 and ASC 606~~ to ~~clarify~~measure ~~that~~ the ~~update~~fair ~~was~~value ~~issued~~of tofinancial ~~reduce~~assets ~~complexity~~ and ~~diversity~~liabilities inbased ~~practice~~on ~~by: (1) refining~~ the ~~application~~source of ~~derivative~~the ~~accounting~~input, ~~for~~which ~~contracts~~generally ~~with~~range ~~entity-specific~~from ~~reference~~quoted ~~terms;~~prices ~~and~~for ~~(2)~~identical ~~clarifying~~instruments ~~the~~in ~~accounting~~a ~~for~~principal ~~share-based~~trading ~~noncash~~market ~~consideration~~i.e. inLevel ~~revenue~~1 ~~arrangements.~~to ~~For~~estimates ~~all~~determined ~~entities,~~using ~~ASU~~significant ~~2025-07~~unobservable ~~will~~inputs ~~become~~i.e., ~~effective~~Level ~~for~~3. ~~annual~~The ~~reporting~~fair ~~periods~~value ~~beginning~~hierarchy ~~after~~prioritizes ~~December~~the 15inputs, ~~2026,~~which ~~including~~refer ~~interim~~to ~~reporting~~assumptions ~~periods~~that ~~within~~market ~~those~~participants ~~annual~~would ~~reporting~~use ~~periods.~~in ~~The~~pricing ~~Company~~an isasset ~~still~~or ~~assessing~~liability, ~~the~~based ~~impact~~upon ~~that~~ the ~~adoption~~highest ofand ~~this~~best ~~ASU~~use, ~~will~~into ~~have~~three onlevels ~~the~~as ~~Company's consolidated financial statements.~~follows:

OnThe ~~September~~standard ~~18,~~describes ~~2025,~~three ~~the~~levels ~~FASB~~of ~~released~~inputs Accounting Standards Update No. 2025-06, Accounting for Internal-Use Software Costs (“ASU 2025-06”), which amends ASC 350-40 to modernize guidance for internal-use software. ASU 2025-06 introduces a principles-based approach to capitalization, replacing outdated stage-based guidance that ~~did~~may ~~not~~be ~~align~~used ~~with modern development practices such as agile and iterative methods. The amendments apply~~ to ~~all~~measure ~~entities~~fair that develop or acquire internal-use software, including website development costs. The Board issued this update to reduce complexity, improve consistency, and better reflect real-world software development processes. For all entities, ASU 2025-06 will become effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of this ASU will have on the Company's consolidated financial statements.value:

On•Level ~~May~~1: ~~12,~~Unadjusted ~~2025,~~quoted ~~the~~prices ~~FASB released Accounting Standards Update No. 2025-03, Determining the Accounting Acquirer~~ in ~~the~~active ~~Acquisition~~markets offor aidentical ~~Variable~~assets ~~Interest~~or ~~Entity~~liabilities ~~(“ASU~~at ~~2025-03”), which is based on an EITF Issue. ASU 2025-03 revises~~ the ~~guidance~~measurement in ASC 805 to clarify that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15date. ~~Previously, the accounting acquirer in such transactions was always the primary beneficiary. For all entities, ASU 2025-03 will become effective for~~

•Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as:

◦Quoted prices for similar assets or liabilities in active markets

◦Quoted prices for identical or similar assets or liabilities in inactive markets

◦Inputs other than quoted prices that are observable for the asset or liability

◦Inputs that are derived principally from or corroborated by observable market data by correlation or other mean

•Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.

The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable, accounts payable and debt. Cash and cash equivalents consisted of bank deposits and short-term investments, such as money market funds, the fair value of which is based on quoted market prices, a Level 1 fair value measure. As of March 31, 2026 and 2025, the carrying values of cash, cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments.

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

~~annual~~Recently ~~reporting~~Issued ~~periods~~Accounting ~~beginning~~Pronouncements ~~after~~Not ~~December~~Yet 15, 2026, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of this ASU will have on the Company's consolidated financial statements.Adopted

OnIn ~~November~~December 42025, ~~2024,~~ the FASB issued ~~ASU~~Accounting ~~2024-03,~~Standards ~~Income~~Update ~~Statement—Reporting~~No. ~~Comprehensive~~2025‑11, ~~Income—Expense~~Interim ~~Disaggregation~~Reporting ~~Disclosures~~ (~~Subtopic~~Topic ~~220-40~~270): ~~Disaggregation~~Narrow‑Scope ofImprovements ~~Income~~(“ASU ~~Statement Expenses~~2025‑11”), which ~~requires~~clarifies ~~disaggregated~~and ~~disclosure~~updates ofinterim ~~income~~reporting ~~statement~~requirements ~~expenses~~under ~~for~~ASC ~~public business entities ("PBEs")~~270. The ~~ASU~~amendments ~~does~~aim ~~not~~to ~~change~~improve ~~the~~consistency ~~expense~~and ~~captions~~decision‑usefulness anby ~~entity~~refining ~~presents on~~ the ~~face~~objective of ~~the~~interim ~~income~~reporting ~~statement;~~and ~~rather,~~clarifying itrequired ~~requires~~updates ~~disaggregation~~for ofsignificant ~~certain~~events ~~expense~~and ~~captions~~changes ~~into~~occurring ~~specified~~during ~~categories~~interim inperiods. ~~disclosures~~For ~~within~~public ~~the~~business ~~footnotes~~entities to("PBEs"), ~~the financial statements.~~ ASU ~~2024-03~~2025‑11 is effective for ~~all PBEs for fiscal years beginning after December 15, 2026, and~~ interim periods within fiscal years beginning after December 15, 2027 and early adoption is permitted. On January 7, 2025, the FASB released ASU 2025-01 which revises the effective date of ASU 2024-03 “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, ~~2026~~2027, ~~and~~with ~~interim~~early ~~periods~~adoption ~~within annual reporting periods beginning after December 15, 2027~~permitted.” The Company is ~~still~~currently ~~assessing~~evaluating the impact ~~that the adoption~~ of ~~this~~ ASU ~~will~~2025-11 ~~have~~ on ~~the~~its ~~Company's~~ consolidated financial statements.

On ~~December~~September 1429, ~~2023~~2025, the FASB ~~issued~~released ~~ASU~~Accounting ~~2023-09,~~Standards ~~Improvements~~Update ~~to Income Tax Disclosures, which applies to all entities subject to income taxes~~No. ~~For PBEs~~2025-07, ~~the~~Scope ~~new~~Refinements ~~requirements became effective~~ for ~~annual~~Derivatives ~~periods~~and ~~beginning~~Share-Based ~~after~~Noncash ~~December~~Consideration ~~15, 2024. For entities other than public business entities~~ (~~"non~~“ASU 2025-~~PBEs"~~07”), ~~the~~which ~~requirements~~amends ~~will~~ASC be815 ~~effective~~and ~~for~~ASC ~~annual~~606. ~~periods~~ASU ~~beginning after December 15,~~ 2025.-07 ~~The~~revises the guidance ~~will~~in beASC ~~applied~~815 onand aASC ~~prospective~~606 ~~basis with the option~~ to ~~apply~~clarify that the ~~standard retrospectively. Early adoption is permitted. The amendments in this~~ update ~~require~~was ~~that~~issued ~~public~~to ~~business~~reduce ~~entities~~complexity onand andiversity ~~annual basis disclose specific categories~~ in ~~the~~practice ~~rate~~by: ~~reconciliation~~(1) ~~and~~refining ~~provide additional information for reconciling items that meet a quantitative threshold if~~ the ~~effect~~application of ~~those~~derivative ~~reconciling~~accounting ~~items~~for iscontracts ~~equal~~with toentity-specific orreference ~~greater~~terms; ~~than~~and ~~five percent of the amount computed by multiplying pretax income~~ (~~or loss~~2) byclarifying the ~~applicable~~accounting ~~statutory~~for ~~income~~share-based ~~tax~~noncash ~~rate.~~consideration ~~The~~in ~~new~~revenue ~~guidance~~arrangements. ~~focuses~~For onall ~~two~~entities, ~~specific~~ASU ~~disclosure~~2025-07 ~~areas:~~will ~~rate~~become ~~reconciliation~~effective ~~and income taxes paid. The rate reconciliation disclosure requirements differ~~ for ~~PBEs~~annual asreporting ~~compared~~periods tobeginning ~~non-PBEs.~~after ~~The~~December ~~income~~15, ~~taxes~~2026, ~~paid~~including ~~disclosures~~interim ~~are~~reporting ~~the~~periods ~~same~~within ~~for~~those ~~all~~annual ~~entities~~reporting periods. The Company ~~adopted~~is ~~this~~currently ~~ASU~~assessing ~~2023-09~~the onimpact ~~January~~that 1,the ~~2025. The~~ adoption of this ASU ~~2023-09~~will ~~did not~~ have ~~a material impact~~ on the Company's consolidated financial statements.

On November 274, ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0703, ~~Segment~~Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (~~Topic~~Subtopic ~~280~~220-40): Disaggregation of Income Statement Expenses, which ~~applies~~requires todisaggregated ~~all~~disclosure ~~public~~of ~~entities~~income ~~that~~statement ~~are~~expenses ~~required~~for toPBEs. ~~report~~The ~~segment~~ASU ~~information~~does innot ~~accordance~~change ~~with~~the ~~Topic~~expense ~~280~~captions an entity presents on the face of the income statement; rather, ~~Segment~~it ~~Reporting.~~requires ~~The~~disaggregation ~~guidance~~of ~~will~~certain beexpense ~~applied~~captions ~~retrospectively~~into ~~and~~specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, ~~2023~~2026, and interim periods within fiscal years beginning after December 15, ~~2024.~~2027 ~~Early~~and early adoption is permitted. ~~The~~On ~~guidance~~January ~~improves~~7, ~~financial~~2025, ~~reporting~~the byFASB ~~requiring~~released ~~disclosure~~ASU of2025-01 ~~incremental~~which ~~segment~~revises ~~information~~the oneffective andate ~~annual~~of ~~and~~ASU ~~interim~~2024-03 ~~basis~~“to ~~for~~clarify that all public business entities are required to ~~enable~~adopt ~~investors~~the toguidance ~~develop~~in ~~more~~annual ~~decision-useful~~reporting ~~financial~~periods ~~analysis.~~beginning ~~The~~after ~~Company~~December ~~adopted~~15, ~~ASU~~2026, ~~2023-07~~and ~~during~~interim ~~the~~periods ~~year~~within ~~ended~~annual reporting periods beginning after December 3115, ~~2024~~2027.” ~~and~~The ~~has~~Company ~~reflected~~is ~~updates~~assessing tothe ~~its~~impact ~~segment~~that ~~reporting~~the inadoption of this ASU will have on the Company's consolidated financial statements ~~for all periods presented~~.

3.~~INVENTORIES~~ EQUITY METHOD INVESTMENT

~~Reflecting~~The ~~the~~Company’s ~~change~~ownership topercentage of its equity method ~~accounting~~investment in GPGI Holdings was 100% and had a carrying value of $3,133.2 as of March 31, 2026. Prior to the ~~major~~execution ~~classes~~of the CompoSecure Management Agreement and the Company's deconsolidation of ~~inventories~~GPGI ~~were~~Holdings on February 28, 2025, GPGI Holdings had net liabilities of $50.1, primarily arising from advances made by GPGI Holdings to the Company. GPGI Holdings waived the collection of these advances, effectively treating them as ~~follows:~~distributions to the Company as its sole member prior to the date of deconsolidation, which resulted in an initial carrying value of $0.0 with respect to the Company's equity method investment in GPGI Holdings. See discussion of liquidity in Note 10 for the treatment of distributions from GPGI Holdings to the Company.

	September 30, 2025		December 31, 2024
Raw materials	$	—	$	46,109
Work in process	—		1,024
Finished goods	—		505
Inventory reserve	—		(2,805)
Total	$	—	$	44,833

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

~~4.PROPERTY~~The ~~AND~~results ~~EQUIPMENT~~of operations of GPGI Holdings on a combined basis for the three months ended March 31, 2026 and the period from the Spin-Off through March 31, 2025 are summarized in the following table:

Reflecting the change to equity method accounting, property and equipment consist of the following:


	Three Months Ended March 31, 2026		February 28 - March 31, 2025
Net sales	$	407.8	$	44.1
Cost of sales	252.2		18.3
Gross profit	155.6		25.8
Operating expenses:
Selling, general and administrative expenses	170.0		10.1
Income from operations	(14.4)		15.7

Other income (expense):
Interest expense	(29.9)		(1.8)
Interest income	0.2		0.9
Loss on extinguishment of debt	(106.8)		—


Total other income (expense), net	(136.5)		(0.9)
(Loss) income before income taxes	(150.9)		14.8
Income tax expense	(3.2)		—

Net income (loss)	$	(154.1)	$	14.8

	Useful Life	September 30, 2025		December 31, 2024
Machinery and equipment	5- 10 years	$	—	$	38,012
Furniture and fixtures	3 - 5 years	—		33
Computer equipment	3 - 5 years	—		46
Leasehold improvements	Shorter of lease term or estimated useful life	—		11,711
Vehicles	5 years	—		88
Software	1- 3 years	—		1,718
Construction in progress		—		2,664
Total gross property and equipment		—		54,272
Less: Accumulated depreciation and amortization		—		(30,824)
Property and equipment, net		$	—	$	23,448

The Company's maximum exposure to loss as a result of its equity method investment in GPGI Holdings is limited to its equity method investment in GPGI Holdings.

~~5. EQUITY~~The ~~METHOD~~following ~~INVESTMENT~~table is a reconciliation of the Company’s equity method investments in GPGI Holdings:

The Company’s ownership percentage in the equity method investment in Holdings was 100% and had a carrying value of $84,296 as of September 30, 2025. Prior to the execution of the Management Agreement and the Company's deconsolidation of Holdings on February 28, 2025, Holdings had net liabilities of $48,208, primarily arising from advances made by Holdings to the Company. Holdings waived the collection of these advances, effectively treating them as distributions to the Company as its sole member prior to the date of deconsolidation, which resulted in an initial carrying value of $0 with respect to the Company's equity method investment in Holdings. See discussion of liquidity in Note 16 for the treatment of distributions from Holdings to the Company.



Balance as of December 31, 2025	$	125.5
Stock-based compensation granted to GPGI Holdings' employees	2.0
Earnings (losses) in equity method investment of GPGI Holdings	(154.1)
Investment in GPGI Holdings in relation to Husky Transaction	3,105.0
Incremental investment in GPGI Holdings	54.8
Balance as of March 31, 2026	$	3,133.2

The following table provides a reconciliation of the equity method investment in Holdings:

Recognition of equity method investment in CompoSecure Holdings, L.L.C., subsequent to the Spin-Off	$	—
Earnings in equity method investment	14,844
Share-based compensation granted at Holdings	1,870
Equity method investment in CompoSecure Holdings, L.L.C. at March 31, 2025	16,714
Earnings in equity method investment	38,909
Share-based compensation granted at Holdings	5,049
Distribution to CompoSecure, Inc.	(15,933)
Equity method investment in CompoSecure Holdings, L.L.C at June 30, 2025	44,739
Earnings in equity method investment	39,637
Share-based compensation granted at Holdings	5,646
Distributions to CompoSecure, Inc.	(5,726)
Equity method investment in CompoSecure Holdings, LLC. at September 30, 2025	$	84,296

The financial position of Holdings is summarized in the following table:

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

	September 30, 2025
Current assets	$	248,691
Noncurrent assets	32,911
Total assets	281,602
Current liabilities	70,721
Noncurrent liabilities	180,065
Total liabilities	250,786
Total members' equity	30,816
Total liabilities and members' equity	$	281,602

4. EQUITY STRUCTURE

The results of operations of Holdings subsequent to the Spin-Off and deconsolidation are summarized in the following table:

	Three Months Ended September 30, 2025		Period from February 28, 2025 through September 30, 2025
Net sales	$	120,865	$	284,522
Cost of sales	49,538		118,596
Gross profit	71,327		165,926
Operating expenses:
Selling, general and administrative expenses	29,610		67,469
Income from operations	41,717		98,457
Other income (expense):
Interest expense	(3,371)		(8,438)
Interest income	1,458		3,761
Amortization of deferred financing costs	(167)		(390)
Total other expense, net	(2,080)		(5,067)
Income before income taxes	39,637		93,390
Income tax expense	—		—
Net income	$	39,637	$	93,390

The Company's maximum exposure to loss as a result of its involvement with Holdings is limited to its equity method investment in Holdings.

6. DEBT

Credit Facility

On August 7, 2024, Holdings, together with its operating subsidiaries, entered into a Fourth Amended and Restated Credit Agreement with JPMC (the “ Holdings Credit Facility”). The Holdings Credit Facility had an initial maximum borrowing capacity of $330,000 comprised of a term loan of $200,000 (the “ Holdings Term Loan”) and a revolving credit facility of $130,000 (the “ Holdings Revolver”). The Holdings Credit Facility has a maturity date of August 7, 2029.

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

On December 30, 2024, Holdings, together with its operating subsidiaries, executed Amendment No. 1 to the Holdings Credit Facility (the "December 2024 Amendment") to allow the Company to facilitate the Spin-Off. There were no changes to the lenders as a result of the December 2024 Amendment which was accounted for as a debt modification. In connection with the December 2024 Amendment, Holdings incurred $215 in lenders fees which were capitalized and are being amortized to interest expense through the maturity of the Holdings Credit Facility.

The Holdings Credit Facility requires Holdings to make quarterly principal payments until maturity, at which point a balloon principal payment is due for the outstanding principal. The Holdings Credit Facility also requires Holdings to make monthly interest payments as well as pay a quarterly unused commitment fee of 0.35% for any unused portion of the Holdings Revolver. The Holdings Credit Facility provides for Holdings to prepay the Holdings Term Loan without penalty or premium. The Holdings Credit Facility is secured by substantially all of the assets of Holdings.The Company has pledged its ownership interests in Holdings (representing 100% ownership) as collateral pursuant to a pledge and security agreement with the lenders under the Holdings Credit Facility.

Interest on the Holdings Revolver and the Holdings Term Loan are based on outstanding principal amount during the interest period multiplied by the quoted Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 1.75% to 2.75% based on Holdings' leverage ratio. As of December 31, 2024, the effective interest rate on the Holdings Revolver and Holdings Term Loan was 6.81% per year.

The Company recognized $0 and $3,878 of interest expense relating to the Holdings Credit Facility for the three months ended September 30, 2025 and 2024, respectively. The Company recognized $1,688 and $12,046 of interest expense related to the Holdings Credit Facility for the nine months ended September 30, 2025 and 2024, respectively.

The Holdings Credit Facility contains certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio relating to financial performance at Holdings. As of September 30, 2025 and December 31, 2024, Holdings was in compliance with all financial covenants. The fair value of the Holdings Credit Facility approximates the carrying value for all periods presented.

As of September 30, 2025 and December 31, 2024, there were no balances outstanding on the Holdings Revolver. As of September 30, 2025, there was $130,000 of availability for borrowing at Holdings under the Holdings Revolver.

Reflecting the change to equity method accounting, the balances payable under all borrowing facilities are as follows:

	September 30, 2025		December 31, 2024
Term loan balance	$	—	$	197,500
Less: current portion of term loan (scheduled payments)	—		(11,250)
Less: net deferred financing and discount costs	—		(1,861)
Total long term debt	$	—	$	184,389

In order to hedge Holdings’ exposure to variable interest rate fluctuations related to the borrowings under the Holdings Credit Facility, Holdings entered into an interest rate swap agreement with Bank of America on January 11, 2022, with an effective date of December 5, 2023 for a notional amount of $125,000 (the “Interest Rate Swap Agreement”). The Interest Rate Swap Agreement is set to expire in December 2025. The Interest Rate Swap is settled at the end of the month between the parties and is designated as a cash flow hedge for accounting purposes.

The derivative assets related to the Interest Rate Swap Agreement are no longer reflected in the Company's balance sheet subsequent to the deconsolidation of Holdings. The Company determined the fair value of the Interest

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

Rate Swap Agreement to be zero at its inception and $2,749 as of December 31, 2024. Holdings reflects the realized gains and losses of the actual monthly settlement activity of the Interest Rate Swap Agreements through interest income or expense in its consolidated statements of operations. The Company had historically reflected the unrealized changes in fair value of the Interest Rate Swap Agreement at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in the Company’s consolidated balance sheets for the Interest Rate Swap Agreement. Subsequent to the Spin-Off, the derivative asset or liability is no longer reflected on the Company's balance sheet due to the deconsolidation of Holdings. Interest related to the Interest Rate Swap Agreements converted from LIBOR to SOFR at the same time as the amendment of the Holdings Credit Facility in February 2023.

Exchangeable Senior Notes

On April 19, 2021 , the Company and 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 December 27, 2021, the Exchangeable Notes issued by Holdings and guaranteed by its operating subsidiaries, CompoSecure, L.L.C. and Arculus Holdings, L.L.C., in an aggregate principal amount of up to $130,000 that were exchangeable into shares of Class A common stock of the Company at an initial conversion price of $11.50 per share, subject to the terms and conditions of an indenture (the “Indenture”) entered into by the Company, Holdings, and the trustee under the Indenture (“Exchangeable Notes”).

All Exchangeable Notes were exchanged prior to November 29, 2024. An aggregate of $130,000 of the Exchangeable Notes were surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of the Company's Class A Common Stock. As a result of the exchange, all Exchangeable Notes were extinguished.

The Company assessed all terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation as a derivative liability. The fair value of the optional redemption with a make-whole provision feature was determined based on the difference between the fair value of the Exchangeable Notes with the redemption with a make-whole provision feature and the fair value of the Exchangeable Notes without the redemption with a make-whole provision feature. The Company employed a Lattice model to determine the fair value of the derivative liability upon issuance of the Exchangeable Notes and at the end of each reporting period when the derivative liability was remeasured to its fair value. The derivative liability was written off when the Exchangeable Notes were surrendered and exchanged in 2024.

During the three months ended September 30, 2024, the Company recognized $2,425 of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%. During the nine months ended September 30, 2024, the Company recognized $7,219 respectively, of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%.

7. EQUITY STRUCTURE

Shares Authorized

In May 2025, the Company filed a Third Amended and Restated Certificate of Incorporation in the State of Delaware to (iii) increase the authorized number of shares of the Company’s Class A Common Stock from 250,000,000 shares to 1,000,000,000 shares, and (ii) eliminate obsolete provisions, including those related to the Company’s now-eliminated dual-class structure.

As of ~~September~~March 3031, ~~2025~~2026, the Company had authorized a total of 1,000,000,000 shares for issuance designated as Class A Common Stock, ~~no shares designated as Class B Common Stock~~ and 10,000,000 shares designated as preferred stock. As of ~~September~~March 3031, ~~2025~~2026, there were ~~124~~289,~~961~~861,~~235~~445 shares of Class A Common Stock issued and outstanding.

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

issued and outstanding, no shares of Class B Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.

Issuance of Common Stock

During the quarter ended ~~September~~March 3031, ~~2025~~2026, the Company issued ~~253~~1,~~118~~841,952 new shares of Class A Common Stock pursuant primarily to the vesting of certain restricted stock units ("RSUs"), performance stock units ("PSUs"), and exercises of stock options. The Class A Common Stock issued pursuant to the vesting of RSUs were issued net of shares withheld for applicable taxes. In connection with the closing of the Husky Transaction on the Husky Transaction Date, the Company issued 54,978,334 shares of Class A Common Stock to GPGI Holdings which issued it to Platinum Equity as partial consideration for the transaction. Concurrently, the Company completed a private investment in public equity (“PIPE”) financing and issued 106,056,083 shares of Class A Common Stock to PIPE investors pursuant to stock purchase agreements (the "PIPE Purchase Agreements").

During the nine months ended September 30, 2025, the Company issued 1,721,906 new shares of Class A Common Stock pursuant primarily to the vesting of certain RSUs, exercises of stock options, and employee stock purchase plan ("ESPP") transactions. The Class A Common Stock issued pursuant to the vesting of RSUs were issued net of shares withheld for applicable taxes.

Warrants

AsPursuant ofto ~~September 30,~~the ~~2025~~terms ~~and~~of ~~December 31, 2024,~~ the ~~Company~~warrant ~~had 3~~agreement,~~236,509~~ ~~and~~dated ~~22,415,179~~as ~~warrants outstanding, respectively. Until the expiration date~~ of ~~December~~November 2720, ~~2026~~2020, ~~each~~by ~~warrant~~and ~~entitled~~between the ~~registered holder to purchase one share of the~~ Company’s ~~Class~~and AContinental ~~Common~~ Stock atTransfer a& ~~price~~Trust ofCompany ~~$11.50 per share, subject to adjustment. The exercise price of~~ (the ~~warrants~~"Warrant ~~was~~Agreement") ~~adjusted~~governing ~~to $7.97 as~~ the ~~result~~Company's ~~of the spin~~previously-~~off~~outstanding ofredeemable ~~Resolute~~warrants ~~Holdings.~~( ~~See Note 1 for additional discussion of~~ the ~~Spin-Off. Pursuant to the warrant agreement~~"Warrants"), aon ~~warrant~~November ~~holder may exercise its warrants only for a whole number of shares. The Company has the ability to redeem the warrants at any time prior to their expiration~~3, ~~at $0.01 per warrant~~2025, ~~provided that~~ the ~~last~~Company ~~reported~~issued ~~sales~~a ~~price~~Notice ~~(or the closing bid price~~ of ~~our~~Redemption ~~Class~~calling Afor ~~Common Stock in~~ the ~~event~~redemption ~~the shares~~ of ~~our~~all ~~Class~~outstanding Apublic ~~Common Stock are not traded on any specific trading day) of the Class A Common Stock equals or exceeds $14.47 per share (as adjusted effective February 28~~Warrants, ~~2025)~~establishing ona ~~each~~redemption ~~of 20 trading days within the 30 trading-day period ending on the third business day prior to the~~ date ~~on which the Company sends notice~~ of ~~such~~December ~~redemption to the holders of warrants. 18~~3,~~752,570~~ ~~and 19,178,670 warrants were exercised during the three and nine months ending September 30,~~ 2025, ~~respectively. The exercise of warrants provided $154,356 in proceeds and resulted in~~ (the ~~issuance~~"Redemption ~~of 19,178,670 shares~~Date"). ~~For~~In ~~the~~connection ~~remaining~~with ~~outstanding warrants, if~~ the ~~Company calls the warrants for~~ redemption, ~~its board of directors will have~~ the ~~option~~Company torequired ~~require all~~ holders ~~that~~who ~~wish~~wished to exercise ~~warrants~~their Warrants to do so on a “cashless basis.” OnAny ~~and~~Warrants ~~after~~not ~~the~~exercised ~~redemption~~by ~~date,~~5:00 ~~the~~p.m. ~~holders~~New ofYork ~~warrants~~City ~~will~~time ~~have~~on ~~no further rights except to receive~~ the ~~redemption~~Redemption ~~price~~Date, ~~for~~were ~~the~~canceled, ~~warrants~~and ~~upon~~holders ~~surrender~~ of such ~~warrant.~~unexercised ~~The~~Warrants ~~right~~were toentitled ~~exercise~~only ~~will~~to bereceive ~~forfeited unless~~ the ~~warrants~~$0.01 ~~are~~per ~~exercised~~Warrant ~~prior~~redemption toprice ~~the~~upon ~~date~~surrender ~~specified in the notice~~ of ~~redemption~~their Warrants.

~~Non-Controlling~~Following ~~Interest~~the Redemption Date, all rights associated with the Warrants, including the right to acquire shares of Class A Common Stock underlying such Warrants, ceased. As a result, there were zero Warrants outstanding both as of March 31, 2026 and December 31, 2025.

~~Non-controlling~~Dividend ~~interest~~and represented the direct interests held in Holdings other than by the Company. The non-controlling interest in the Company was represented by Class B Units. Since the potential cash redemptions of the non-controlling interest was outside the control of the Company, the non-controlling interest was classified as temporary equity on the consolidated balance sheet in accordance with ASC 480, Distinguishing liabilities from equity ("ASC 480"). Income tax benefits or provisions were applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest was pass-through income. Distribution

AsOn ~~of September~~February 303, ~~2025 and December 31~~2026, ~~2024,~~ the Company ~~did~~announced ~~not~~that ~~have~~its aboard ~~non-controlling~~of ~~interest~~directors as(the a"Board") ~~result~~declared ofa ~~the~~quarterly ~~exchange~~cash dividend of ~~all~~$0.0025 ~~Class~~per Bshare ~~shares~~on ~~for~~the Class A ~~shares~~Common ~~in connection with the Tungsten Transactions~~Stock. The ~~non-controlling~~dividend ~~interest~~represents ~~was~~an ~~historically~~annual ~~adjusted~~distribution toof ~~redemption~~approximately ~~value at each balance sheet date and in accordance with ASC 480-10~~$2.9. ~~This~~During ~~measurement~~the ~~adjustment~~three ~~resulted~~months inended aMarch 31, ~~corresponding~~2026, ~~adjustment~~the toCompany ~~shareholders’~~declared ~~deficit~~and ~~through adjustments to additional~~ paid~~-in~~ ~~capital~~a ~~and~~cash ~~retained~~dividend ~~earnings~~of $0.7.

Treasury Stock

On February 10, 2025, the Company announced that the Board ~~of Directors~~ approved an increase to anthe Company's existing share repurchase program from $40~~,000~~.0 up to $100.0. During the three months ended March 31,~~000~~ 2026, the Company did not repurchase any shares of its Class A Common Stock. During the ~~quarter~~year ended ~~September~~December 3031, 2025, the Company repurchased 647,782 shares of Class A Common Stock through open market transactions as treasury stock at an aggregate cost of $12.2. The repurchased shares are held as treasury stock and accordingly are being shown as a reduction to shareholders' equity.

2017

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

~~Company repurchased 647,782 shares of Class A Common Stock through open market transactions as treasury stock at an aggregate cost of $12,247~~5. ~~The~~STOCK-BASED ~~ultimate use of the repurchased shares has not been determined and are therefore being presented separately as a reduction to shareholders' equity.~~COMPENSATION

8The Company established the 2021 Incentive Equity Plan (as amended, the “Equity Plan”), which became effective as of December 27, 2021. ~~EQUITY~~ ~~COMPENSATION~~The purpose of the Equity Plan is to provide eligible employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Company’s Board of Directors, with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards. Commencing with the first business day of each calendar year beginning in 2022, the aggregate number of shares of Class A Common Stock available to be issued or transferred under the Equity Plan shall be increased by an amount equal to 6% of the aggregate number of shares of Class A Common Stock outstanding as of the last day of the immediately preceding calendar year, or such lesser number of shares as may be determined by the Board.

The following table summarizes stock-based compensation expense for the Company included in selling, general and administrative expenses within the consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Restricted stock unit expense	$	—0.6	$	~~4,784~~2.9	$	~~2,922~~	$	~~13,326~~
Performance stock unit expense	—		~~817~~0.5		~~496~~		~~1,843~~
Stock option expense	~~236~~1.4		—0.5		~~805~~		3
Employee stock purchase plan	—		33		—		97
Total stock-based compensation expense	$	2.0	$	3.9
Total stock-based compensation expense	$	236	$	5,634	$	4,223	$	15,269

Employees of ~~Holdings~~GPGI ~~and Resolute~~ Holdings ~~were~~are granted equity awards ~~from~~under the Company's ~~plan~~Equity Plan. ~~Prior~~Compensation ~~to the Spin-Off and execution of the Management Agreement, the~~ expense related to these awards ~~was~~is recognized asat ~~expense~~GPGI byHoldings ~~the Company. Subsequent to the Spin-Off~~ and ~~execution of the Management Agreement, the expense related to the awards~~ is ~~presented~~reflected asin anearnings ~~expense~~(losses) atin ~~Holdings~~equity ~~and~~method ~~Resolute Holdings due to common control~~investment. The increase in the Company's additional paid-in capital arising from equity awards expensed at GPGI Holdings ~~amounted~~was to $~~5,646~~1.8 and $01.9 during the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively and $12,565 and $0 during the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively.

~~Equity~~Certain ~~awards~~employees toof Resolute Holdings ~~employees~~(“Contractors”) ~~that~~have ~~were~~entered ~~made~~into ~~prior~~Independent Contractor Agreements with GPGI (“Contractor Agreements”) pursuant to which the ~~Spin-Off~~Contractors ~~were~~provide ~~reflected~~certain consulting and advisory services with respect to executing strategic corporate transactions and related activities, and such other similar services as areasonably ~~dividend~~requested ofby ~~$20~~GPGI (“Contractor Services”),~~020~~ atand ~~the~~pursuant ~~time~~to ofwhich the ~~Spin-Off~~Contractors are eligible to receive GPGI equity awards. ~~Subsequent~~Prior to the ~~Spin-Off,~~Husky ~~449~~Transaction Date,~~775~~ ~~RSUs~~Resolute Holdings and GPGI were ~~granted~~deemed to ~~affiliates~~be ofunder common control, and Resolute Holdings. ~~The~~recognized ~~awards had~~stock-based acompensation ~~grant~~expense ~~date~~for ~~fair~~equity ~~value~~awards ofgranted ~~$13.34.~~to Asthose ~~the~~Contractors. ~~awards~~Subsequent ~~were~~to ~~granted~~the ~~from~~completion of the ~~Company's~~Husky ~~plan~~Transaction, ~~the~~Resolute ~~related~~Holdings ~~share~~and ~~information~~GPGI iswere ~~reflected~~no inlonger ~~this~~under ~~footnote.~~common ~~The~~control ~~awards~~and ~~were~~GPGI ~~treated~~recognized asthe astock-based ~~dividend~~compensation ofexpense ~~$6,000~~for the Contractors.

AsA asummary ~~result~~ of ~~the Spin-Off~~RSUs, ~~outstanding performance and market based restricted stock units (“~~PSUs~~”),~~ ~~RSUs~~ and stock ~~options~~option ~~were~~activity ~~adjusted~~under ~~as required by~~ the ~~Company's~~Equity ~~equity~~Plan ~~plan.~~during ~~These equity awards were adjusted to maintain equal value for award holders immediately prior to and subsequent to~~ the ~~Spin-Off.~~three Asmonths ~~the~~ended ~~awards were considered to be an equitable adjustment~~March 31, no2026 ~~incremental~~is ~~compensation~~presented ~~cost was recognized. The incremental shares related to the Spin-Off are reflected in the~~ below ~~tables.~~ :

A summary of RSUs, PSUs and stock option activity under the Company's CompoSecure, Inc. 2021 Incentive Equity Plan during the nine months ended September 30, 2025 is presented below:

Restricted Stock Unit Activity

	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested at January 1, 2025	6,216,661	$	7.67
Granted	1,355,148	14.68
Spin-Off Adjustments	783,008	13.34
Vested	(2,432,230)	6.71
Forfeited	(106,519)	6.51
Nonvested at September 30, 2025	5,816,068	$	10.49

The Company grants RSUs to eligible employees and non-employees that generally vest in three tranches on the third, fifth, and seventh anniversaries of the grant date, subject to continued service. RSUs are forfeited upon termination of service prior to vesting. The fair value of each RSU is based on the market value of the Company’s Class A Common Stock on the grant date. During the three months ended March 31, 2026, the Company granted restricted stock units to GPGI Holdings employees and Contractors. Certain previously outstanding RSUs also vested during the period in accordance with their original terms.

21As of March 31, 2026, the total unrecognized compensation cost related to outstanding RSUs under the Equity Plan was $20.3 of which the Company expects to recognize over a weighted-average period of 6.1 years.

~~COMPOSECURE,~~Performance ~~INC.~~Based ~~Notes~~Stock toUnits ~~Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)~~Activity

~~There~~As isof noMarch 31, ~~unrecognized~~2026, ~~compensation~~the ~~expense~~total ~~for~~unrecognized ~~RSUs~~compensation ascost ofrelated ~~September 30,~~to ~~2025.~~outstanding OfPSUs under the ~~nonvested~~Equity ~~RSUs~~Plan ~~outstanding~~was at$0.0 ~~September 30,~~which ~~2025,~~the ~~1,270,610~~Company ~~were~~expects ~~for~~to ~~Resolute~~recognize ~~Holdings~~over ~~employees~~a ~~and~~weighted ~~4,545,458~~average ~~were~~period ~~for~~of ~~Holdings employees~~0.8 years.

~~Performance and Market Based Stock Units Activity~~18

	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested at January 1, 2025	1,755,531	$	6.48
Spin-Off Adjustments	297,783	13.34
Vested	(262,803)	7.89
Forfeited	—	—
Nonvested at September 30, 2025	1,790,511	$	8.16


GPGI, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
($ in millions, except share data)

There is no unrecognized compensation expense for PSUs as of September 30, 2025. All of the nonvested PSUs outstanding at September 30, 2025 were for employees of Holdings.

Stock Options

~~The~~During ~~following~~the ~~table~~three ~~sets~~months ~~forth~~ended March 31, 2026, the Company granted stock options. ~~activity~~The ~~for~~fair value of stock options granted during the ~~nine~~period ~~months~~was ~~ended~~estimated ~~September 30,~~on ~~2025:~~the grant date using the Black‑Scholes option‑pricing model.

	Number of Shares	Weighted Average Exercise Price Per Shares		Weighted Average Remaining Contractual Term (years)	Aggregate Intrinsic Value(in thousands)
Outstanding at January 1, 2025	2,275,671	$	12.39	8.8	$	6,699
Granted	295,697	13.89		9.3	1,228
Spin-Off Adjustments	377,524	10.79		8.8	348
Exercised	(197,746)	4.40		3.9	2,749
Outstanding at September 30, 2025	2,751,146	$	11.43	8.7	$	31,682
Vested and exercisable at September 30, 2025	215,000	$	3.69	3.7	$	3,683

The assumptions utilized to calculate the value of the options granted for the three months ended March 31, 2026 were as below:

Unrecognized compensation expense for options was $3,305 as of September 30, 2025 and is expected to be recognized over a remaining term of 3.1 years. Of the vested and expected to vest options outstanding at September 30, 2025, 1,958,040 were related to Resolute Holdings employees and 793,106 were related to Holdings employees.


			March 31, 2026
Expected term			6.25 years
Volatility			30.25%
Risk-free rate			3.67%
Expected dividends			0.04%
Expected forfeiture rate			0.00%

~~Earnout~~During ~~Consideration~~the three months ended March 31, 2026, the Company updated certain valuation assumptions, including expected volatility, to reflect a revised peer group used for benchmarking purposes. Management believes these assumptions more accurately reflect the Company’s business profile and capital structure at the grant date.

~~Certain~~Unrecognized ofcompensation ~~the~~expense ~~equity~~for ~~holders~~options ofwas ~~Holdings~~$33.3 ~~(including~~as ~~certain employees) have the right to receive an aggregate~~ of ~~up to 7~~March 31,~~500,000~~ ~~additional~~2026 shares of the Company's Class A Common Stock in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). The Earnouts were subject to two price thresholds and ~~required~~is ~~half~~expected ~~of the shares~~ to be ~~awarded~~recognized ~~upon~~over ~~the~~a ~~achievement~~remaining ofterm ~~each threshold. The Earnouts expire in two phases if the achievement thresholds are not met. The earnouts under the first phase were achieved on December 13, 2024. The second phase~~ of ~~the Earnouts, which was achieved on September 8, 2025, was earned when shares of the Company's Class A Common Stock traded at a price that was equal to or greater than $17~~3.105 ~~per share (lowered from $20~~years.~~00 per share as a result of the Spin-Off) on each of 20 trading days within any 30 consecutive trading day period.~~

Husky Special Long Term Incentive Program.

In connection with the Husky Transaction, the Company established a special long-term performance incentive program under the Equity Plan (such program, the “Husky LTIP”). The Husky LTIP is designed to incentivize certain key Husky employees to achieve multi-year goals for the business and to promote long-term retention of business leaders in order to achieve such goals.

Participants under the program are granted special performance awards with target dollar values based on their target annual bonus, subject to the achievement of the following annual Husky Adjusted EBITDA (as defined below) performance goals for Husky over a four-year period:

•2026 (target Husky Adjusted EBITDA of $500.0),

•2027 (target Husky Adjusted EBITDA of $575.0),

•2028 (target Husky Adjusted EBITDA of $660.0), and

•2029 (target Husky Adjusted EBITDA of $760.0).

The Husky Adjusted EBITDA targets are calculated in accordance with U.S. GAAP as derived from the audited financial statements of the Company, without taking into account management fees paid by Husky to Resolute Holdings but reduced by the aggregate cost of the Husky LTIP awards. During the three months ended March 31, 2026, the Company granted a net $3.0 of Husky LTIP awards to Husky employees and recognized $0.1 of the stock-based compensation expense.

An additional 20% of the target award value for an applicable year will be earned for every $10.0 by which Husky Adjusted EBITDA exceeds the applicable year’s target Husky Adjusted EBITDA. If performance goals are not achieved for an applicable year, no amounts will be earned for such year. Following the end of 2029, the aggregate earned portions of the awards will be converted into restricted stock units based on the closing price of the Company’s Class A Common Stock on the first trading day following the Company’s earnings release for fiscal year 2029. The restricted stock units will vest on March 31, 2030, subject to the participant’s continued employment through such date. The awards will otherwise have the terms and conditions set forth in the applicable award agreement.

6. INCOME TAXES

The Company recorded income tax provision of $3.6 and $27.0 for the three months ended March 31, 2026 and March 31, 2025, respectively.


GPGI, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
($ in millions, except share data)

In calculating the provision for income taxes on an interim basis, the Company uses an estimate of the annual effective tax rate based upon currently known facts and circumstances and applies that rate to its year-to-date earnings or losses. The Company’s estimated annual effective tax rate is based on expected income and statutory tax rates and takes into consideration permanent differences between financial statement and tax return income applicable to the Company in the various jurisdictions in which the Company operates. The effect of discrete items, such as changes in estimates, changes in enacted tax laws or rates or tax status, and unusual or infrequently occurring events, is recognized in the interim period in which the discrete item occurs. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as the result of new judicial interpretations or regulatory or tax law changes.

The Company's effective tax rate was (4.7)% and 80.2% for the three months ended March 31, 2026, and March 31, 2025, respectively. The Company’s overall effective tax rate differs from the U.S. statutory rate, primarily due to pass-through income which flows to the Company from its domestic subsidiaries, non-deductible expenses and the revaluation of the deferred tax balance as a result of the Husky Transaction.

7. NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share has been computed by dividing net income (loss) by the weighted average number of shares of Class A Common Stock outstanding for the same period. Diluted net income (loss) per share was computed by dividing net income (loss) by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth the computation of net income (loss) used to compute basic and diluted net income (loss) per share of Class A Common Stock for the three months ended March 31, 2026 and March 31, 2025.


	Three Months Ended March 31,
	2026		2025
Basic and diluted:
Net income (loss)	$	(235.0)	$	21.5
Plus: adjustment due to net effect of equity awards and warrant revaluation to net income (loss)	—		(14.0)
Net income (loss) after adjustment	$	(235.0)	$	7.5

Weighted average common shares outstanding used in computing net income (loss) per share - basic	269,993,148		102,039,611
Plus: effect of dilutive equity awards and warrants			11,230,575
Weighted average common shares outstanding used in computing net income (loss) per share - diluted	269,993,148		113,270,186

Net income (loss) per share-basic	$	(0.87)	$	0.21
Net income (loss) per share-diluted	$	(0.87)	$	0.07

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s Class A Common Stock during the period, because their inclusion would result in an antidilutive effect on per share amounts. All outstanding and unvested stock‑based compensation awards under the Equity Plan, including those attributable to GPGI Holdings and Contractors are included in the diluted earnings per share denominator.

The following securities were not included in the calculation of net income (loss) per diluted share because their effects were anti-dilutive:


	Three Months Ended March 31,
	2026	2025
Potentially dilutive securities:
Warrants	—	21,990,079
Earnout consideration shares	—	4,386,097
Equity awards	4,391,631	2,177,396


GPGI, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
($ in millions, except share data)

8. COMMITMENTS AND CONTINGENCIES

Tax Receivable Agreement

The Company is party to a tax receivable agreement (the "TRA") with GPGI Holdings and holders of interests therein pursuant to which it is obligated to make payments of 90% of the tax benefits, if any, that we are deemed to realize in accordance with the TRA. Although the actual timing and amount of any payments that may be made under the TRA will vary, the Company expects the cash obligation required will be significant. Any payments made under the TRA will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the TRA for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the Company. The tax receivable agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the tax receivable agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income.

The Company did not make any payments related to the TRA during the three months ended March 31, 2026.

As of March 31, 2026, the Company had the following obligations expected to be paid pursuant to the TRA:


2026 (excluding the three months ended March 31, 2026)	$	16.2
2027	16.6
2028	16.9
2029	17.2
2030	17.5
Later years	208.9
Total payments	$	293.3

In addition to the above, the Company's TRA liability and future payments thereunder are expected to increase as the Company realizes (or is deemed to realize) an increase in the tax basis of GPGI Holdings’ assets resulting from any future purchases, redemptions or exchanges of GPGI Holdings' interests by holders. The Company currently expects to fund these future TRA liability payments from some of the realized cash tax savings as a result of this increase in tax basis.

Other

The Company is an obligor to certain debt from GPGI Holdings, which are fully and unconditionally guaranteed and are senior secured obligations.

Various legal claims arise from time to time in the normal course of business. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

The Company believes that it has adequately accrued for the potential impact of loss contingencies that are probable and reasonably estimable. The Company does not believe that the ultimate resolution of any matters to which it is presently a party will have a material adverse effect on the Company’s results of operations, financial condition or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

9. SEGMENT REPORTING

During the three months ended March 31, 2026, the Chief Operating Decision Maker (“CODM”) was the Principal Executive Officer of the Company. The CODM evaluates performance based on Adjusted EBITDA of our reportable segments, CompoSecure and Husky, pursuant to the CompoSecure Management Agreement and the Husky Management Agreement, respectively.

We define Adjusted EBITDA as net income (loss) adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; stock-based compensation expense; non-


GPGI, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
($ in millions, except share data)

cash foreign exchange transaction/translation (gain) loss; and certain special items such as non-recurring acquisition and integration related costs; mark to market adjustments; net (gain) loss on sale of property and equipment; loss on extinguishment and refinancing of debt; and other special items. We use Adjusted EBITDA because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. For each of our segments, our CODM uses Adjusted EBITDA to measure operational performance by comparing actual, budgeted and forecasted amounts on a regular basis, and to allocate resources as part of the annual budget and forecasting process. Adjusted EBITDA is also a significant performance measure in our annual incentive plan.

As a result of the Spin‑Off and the execution of the CompoSecure Management Agreement, the Company deconsolidated GPGI Holdings on February 28, 2025. From that date through the Husky Transaction Date, the Company had one operating segment and one reportable segment, which consisted of its equity method investment in GPGI Holdings. The Company accounts for GPGI Holdings under the equity method as discussed in Note 3.

Following the Husky Transaction Date, the Company has two operating and reportable segments: CompoSecure and Husky (which comprise the underlying operations of the Company’s equity method investment in GPGI Holdings). This change in operating and reportable segments reflects a change in the information regularly reviewed by the CODM, who began evaluating CompoSecure and Husky as separate businesses with discrete financial information for purposes of assessing performance and allocating resources. Accordingly, the Company has recast prior‑period segment information, including for the three months ended March 31, 2025, to conform to the current period segment presentation.

As reported below, for the three months ended March 31, 2026, the Company’s corporate entity and GPGI Holdings entity are not considered operating segments because these entities do not generate revenues and activities occurring as these entities are limited to corporate administrative activities, costs related to the board of directors, income tax expense, tax receivable agreement liability, fair value adjustments for the warrant liability and earnout consideration liability and debt management such as interest and principle payments. This activity is aggregated in the “All other income (loss)” row in the tables below. The Company does not have any intra‑entity sales.

The information below represents a disaggregation of the operating results of the Company segments consistent with the information reviewed by the CODM.

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

A total of 657,160 shares, or 328,580 shares for each phase, were issued to employees and were accounted for in accordance with ASC 718 as they were considered to be compensation. The following is a summary of the earnout activity for employees for the nine months ended September 30, 2025:


	Three-Months Ended March 31, 2026
	CompoSecure		Husky		Total
Net Sales	$	130.4	$	277.4	$	407.8
Less(1)
Material	27.0		99.3		126.3
Personnel	33.1		94.3		127.4
Overhead	12.2		23.1		35.3
Professional fees	2.8		3.1		5.9
Management fees	4.5		8.4		12.9
Sales and marketing	0.4		4.1		4.5
Other segment expenses(2)	2.8		3.9		6.7
Adjusted EBITDA	$	47.6	$	41.2	88.8
Reconciliation of adjusted EBITDA - Less
All other (income) loss(3)					3.8
Depreciation and amortization					59.3
Stock-based compensation					3.9
Income tax expense					6.8
Interest expense, net					29.5
Foreign currency gains					(2.3)
Husky Transaction costs					92.9
Loss on disposal of assets					0.6
Severance cost					0.6
Loss on remeasurement of TRA liability					21.9
Loss on extinguishment and refinancing of debts					106.8
Net income (loss)					$	(235.0)

			Number of Shares
Outstanding at January 1, 2025			328,580
Spin-Off Adjustment			55,737
Vested			(384,317)
Nonvested at September 30, 2025			—

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM, which nets out discrete items noted in the reconciliation of segment income (loss).

9(2) Other segment expenses primarily consist of depreciation and amortization of which $46. ~~RETIREMENT~~8 ~~PLAN~~of acquisition‑related fair value step‑up and foreign currency transaction (gains) losses, which were adjusted for the CODM. Other costs consist of expenses apart from the categories noted such as miscellaneous administrative expenses and research & development costs.

~~Defined~~(3) All ~~Contribution~~other ~~Plan~~(income) loss consist of the activity of the corporate entities GPGI, Inc. and GPGI Holdings, L.L.C., which are not considered operating segments.

Holdings has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and have completed 90 days of service. Through December 31, 2024, the Company matched 100% of the first 1% and then 50% of the next 5% of employee contributions. On January 1, 2025, the Company began matching 100% of the first 3% and then 50% of the next 2% of employee contributions. Retirement plan expense for the three months ended September 30, 2025 and 2024 was $0 and $431, respectively. Retirement plan expense for the nine months ended September 30, 2025 and 2024 was $563, and $1,483, respectively.

10. FAIR VALUE MEASUREMENTS

In accordance with ASC 820-10, the Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires the Company to make significant judgments.

The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates:

	Level 1		Level 2		Level 3		Total
September 30, 2025
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	—	$	—
Liabilities Carried at Fair Value:
Warrants	$	41,427	$	—	$	—	$	41,427
Earnout consideration	—		—		—		—
December 31, 2024
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	2,749	$	—	$	2,749
Liabilities Carried at Fair Value:
Warrants	$	104,231	$	—	$	—	$	104,231
Earnout consideration	—		—		20,533		20,533

Derivative asset - interest rate swap

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

Holdings is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, Holdings entered into an interest rate swap agreement on January 5, 2022. See Note 6.


	Three-Months Ended March 31, 2025
	CompoSecure		Total
Net Sales	$	103.9	$	103.9
Less(1)
Material	18.8		18.8
Personnel	29.5		29.5
Overhead	12.8		12.8
Professional fees	3.7		3.7
Management fees	1.1		1.1
Sales and marketing	0.3		0.3
Other segment expenses(2)	1.8		1.8
Adjusted EBITDA	$	35.9	35.9
Reconciliation of adjusted EBITDA - Less
All other (income) loss(3)			1.3
Depreciation and amortization			2.3
Stock-based compensation			5.7
Income tax expense			27.0
Interest expense, net			2.3
Mark to market adjustments, net			(29.2)
Spin-Off costs			5.0
Net income (loss)			$	21.5

~~Warrant~~(1) ~~Liability~~The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM, which nets out discrete items noted in the reconciliation of segment income (loss).

As(2) aOther ~~result~~segment ofexpenses aprimarily ~~2021~~consist ~~business~~of ~~combination,~~depreciation ~~the~~and ~~Company~~amortization, ~~had~~which ~~assumed~~was aadjusted ~~warrant liability related to previously issued warrants in connection with Roman DBDR's initial public offering. The warrants were accounted~~ for ~~as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on~~ the ~~consolidated balance sheets~~CODM. ~~The~~Other ~~warrant~~costs ~~liabilities~~consist ~~were remeasured at September 30, 2025 with changes in fair value presented within revaluation~~ of ~~warrant~~expenses ~~liabilities~~apart infrom the ~~consolidated~~categories ~~statement of operations~~noted.

~~The~~(3) All ~~following~~other ~~table~~(income) ~~provides~~loss aconsist ~~reconciliation~~of the activity of the ~~ending~~corporate ~~balances~~entities ~~for~~GPGI, ~~the~~Inc. ~~warrant~~and ~~liabilities~~GPGI ~~remeasured~~Holdings, atL.L.C., ~~fair~~which ~~value:~~are not considered operating segments.

The following table reconciles reportable segments cash, assets and debt to the Company's consolidated totals.

			Warrant Liabilities
	Three-Months Ended March 31, 2026
Estimated fair value at December 31, 2024			$	104,231
	CompoSecure				Husky		Elimination		Total
Revaluation of warrant liability			152,782
Total cash	$	29.1			$	79.0	$	(101.6)	$	6.5
Settlement of exercise of warrants			(215,586)
Total assets	$	2,349.8			$	5,980.9	$	(4,916.6)	$	3,414.1
Estimated fair value at September 30, 2025			$	41,427
Total debt	$	2,147.3			$	—	$	(2,147.3)	$	—

The Warrants were valued using the quoted market price as the fair value as of each balance sheet date.


	Three-Months Ended March 31, 2025
	CompoSecure		Elimination		Total

Total cash	$	62.2	$	(52.7)	$	9.5
Total assets	$	203.7	$	88.6	$	292.3
Total debt	$	193.2	$	(193.2)	$	—

~~Earnout~~10. ~~Consideration~~RELATED PARTY TRANSACTIONS

~~Earnout~~Governance consideration liabilities held by former holders of interests in Holdings (not including the holders under ASC 718) were determined to be derivative instruments in accordance with ASC 815 and were accounted as derivative liabilities. The earnout consideration liabilities were initially valued at fair value in accordance with ASC 815-40-30-1 and are subsequently remeasured at each reporting period with changes in fair value recorded in earnings in accordance with ASC 815-40-35-4. The Company established the initial fair value for the earnout consideration liabilities at the closing date on December 27, 2021 using a Monte Carlo simulation model. Agreement

In ~~The~~connection ~~following~~with ~~table~~the ~~provides~~Tungsten aTransactions, ~~reconciliation~~on ofSeptember 17, 2024, the ~~ending~~Company ~~balances~~and ~~for~~Tungsten entered into that certain Governance Agreement (as waived and/or amended on February 28, 2025, July 12, 2025 and January 12, 2026, the ~~earnout~~"Governance ~~consideration~~Agreement"), ~~liabilities~~which ~~remeasured~~established atcertain ~~fair~~governance ~~value:~~matters, including ongoing obligations

	Earnout Consideration Liability
Estimated fair value at December 31, 2024	$	20,533
Change in fair value of Phase two on achievement date	57,101
Settlement of Phase two on September 08, 2025	(77,634)
Estimated fair value at September 30, 2025	$	—

The fair value of earnout consideration liabilities have been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently readily observable in the market. The expected term assumption reflected the period for which the instrument will remain outstanding. To determine volatility, the Company had used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflected the U.S. Treasury yield curve for a similar expected life instrument in effect at the reporting date. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value determined.

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

~~11.~~with ~~GEOGRAPHIC~~respect ~~INFORMATION~~to ~~AND~~the ~~CONCENTRATIONS~~size of the board of directors, election of specified directors (including independent directors) and other matters.

~~The~~Separation ~~Company~~ and ~~its~~Distribution wholly-owned subsidiary, Holdings, is headquartered in and substantially all of its operations, including its long-lived assets, are located in the United States. Geographical revenue information based on the location of the customer follows:Agreement

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales by country
Domestic	$	—	$	80,033	$	54,480	$	258,007
International	—		27,102		5,344		61,705
Total	$	—	$	107,135	$	59,824	$	319,712

In connection with the completion of the Spin-Off, the Company and Resolute Holdings entered into a Separation and Distribution Agreement (the "Separation and Distribution Agreement") which set out the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and certain adjustments of existing GPGI awards, and establishes certain rights and obligations between Resolute Holdings and the Company following the Spin-Off, including procedures with respect to claims subject to indemnification, the exchange of information between Resolute Holdings and the Company, and tax and other matters. After the Spin-Off and execution of the CompoSecure Management Agreement, the Company and Resolute Holdings were under common control by Tungsten up until the Husky Transaction.

~~The~~Below ~~Company’s~~is ~~principal~~a ~~direct~~summary ~~customers as~~ of ~~September 30, 2025 consist primarily of leading international and domestic banks and other credit card issuers primarily within~~ the ~~U.S.,~~significant ~~Europe,~~agreements ~~Asia,~~executed ~~Latin~~in ~~America,~~connection ~~Canada,~~with ~~and~~ the ~~Middle East~~Spin-Off. ~~The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary.~~

~~Four~~CompoSecure ~~customers~~Management individually accounted for more than 10% of the Company’s revenue, or 70.0% of total revenue, for the nine months ended September 30, 2025. Two customers individually accounted for more than 10% of the Company’s revenue, or 65.4% of total revenue, for the nine months ended September 30, 2024. Four customers individually accounted for 10% of total accounts receivable, or approximately 61%, as of December 31, 2024.Agreement

~~Three~~Pursuant ~~individual~~to ~~vendors~~the ~~accounted~~CompoSecure ~~for~~Management ~~more~~Agreement, ~~than~~GPGI ~~10%~~Holdings ofpays ~~purchases~~Resolute ofHoldings ~~supplies~~a quarterly management fee, orpayable ~~approximately~~in 31arrears, in a cash amount equal to 2.5% of ~~total~~GPGI ~~purchases,~~Holdings’ ~~for~~last ~~the~~twelve ~~nine~~ months' ~~ended~~Adjusted ~~September 30,~~EBITDA ~~2025~~as defined in the agreement. ~~One~~GPGI ~~vendor~~Holdings ~~accounted~~is also required to reimburse Resolute Holdings and its affiliates for ~~more~~documented ~~than~~costs ~~10%~~and ofexpenses ~~purchases~~incurred on behalf of ~~supplies,~~GPGI Holdings other than those expenses related to Resolute Holdings’ or ~~approximately~~its ~~12%~~affiliates’ ofpersonnel ~~total~~who ~~purchases,~~provide ~~for~~services to GPGI Holdings under the ~~nine~~CompoSecure ~~months~~Management ~~ended~~Agreement ~~September 30~~incurred on GPGI Holdings’ behalf. Resolute Holdings will determine, ~~2024~~in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by GPGI Holdings.

12The 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. ~~INCOME~~Resolute ~~TAXES~~Holdings and GPGI Holdings may each terminate the CompoSecure 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 GPGI Holdings to pay a termination fee, which may be paid in cash, shares of the Company's Class A 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. The CompoSecure Management Fee for the three months ended March 31, 2026 was $4.5 and for the period from the date of the Spin-Off to March 31, 2025 was $1.1. GPGI Holdings incurred $0.2 and $0.0 of reimbursable expenses to Resolute Holdings during the three-months ended March 31, 2026 and three months ended March 31, 2025, respectively.

~~The~~Husky ~~Company~~Management recorded income tax provision of $29,804 and $629 for the three months ended September 30, 2025 and 2024, respectively. The Company recorded income tax provision of $55,046 and $51 for the nine months ended September 30, 2025 and 2024, respectively.Agreement

~~Federal~~Pursuant to the Husky Management Agreement, ~~state~~Husky ~~and~~pays ~~local~~Resolute ~~income~~Holdings ~~tax~~a ~~returns~~quarterly ~~for~~management ~~years~~fee ~~prior~~(the to“Husky ~~2020~~Management ~~are~~Fee”), nopayable ~~longer~~in ~~subject~~arrears, in a cash amount equal to ~~examination~~2.5% byof ~~tax~~Husky’s ~~authorities~~last twelve months' Adjusted EBITDA, as defined in the Husky Management Agreement, measured for the period ending on the fiscal quarter then ended (“Husky Management Agreement Adjusted EBITDA”). ~~During~~Husky Management Agreement Adjusted EBITDA reflects a) Husky’s earnings before interest, taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non-recurring expenses, and the ~~year~~Husky ~~2024~~Management Fee, ~~federal~~less ~~tax~~b) ~~authorities~~the ~~completed~~Company’s ~~their~~selling, ~~audit~~general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the Husky Management Agreement). The Husky Management Fee is calculated without duplication of ~~fiscal~~GPGI ~~2020~~Holdings' Adjusted EBITDA and share of Parent Allocated Expense. ~~There~~Husky ~~were~~is noalso ~~proposed~~required ~~adjustments~~to ~~resulting~~reimburse ~~from~~Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of Husky other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to Husky under the ~~examination~~Husky 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 Husky.

InThe ~~calculating~~Husky ~~the~~Management ~~provision~~Agreement ~~for~~has ~~income taxes on~~ an ~~interim~~initial ~~basis,~~term ~~the Company uses an estimate~~ of ~~the~~10 ~~annual~~years ~~effective~~and ~~tax~~shall ~~rate~~automatically ~~based~~renew ~~upon~~for ~~currently~~successive ~~known~~ten-year ~~facts~~terms ~~and~~unless ~~circumstances~~terminated ~~and~~in ~~applies~~accordance ~~that~~with ~~rate to~~ its ~~year-to-date earnings or losses~~terms. ~~The~~Resolute ~~Company’s~~Holdings ~~estimated annual effective tax rate is based on expected income~~ and ~~statutory~~Husky ~~tax~~may ~~rates~~each ~~and~~terminate ~~takes into consideration permanent differences between financial statement and tax return income applicable to~~ the ~~Company~~Husky inManagement ~~the~~Agreement ~~various~~upon ~~jurisdictions in which~~ the ~~Company~~occurrence ~~operates. The effect~~ of ~~discrete~~certain ~~items,~~other ~~such~~limited ~~as changes in estimates~~events, ~~changes~~and in ~~enacted~~connection ~~tax~~with ~~laws~~certain orof ~~rates~~these orlimited ~~tax status, and unusual or infrequently occurring~~ events, isResolute ~~recognized~~Holdings inhas the ~~interim~~right ~~period~~to inrequire ~~which~~Husky ~~the discrete item occurs. The accounting estimates used~~ to ~~compute~~pay ~~the~~a ~~provision~~termination ~~for~~fee, ~~income~~which ~~taxes~~ may ~~change~~be aspaid ~~new~~in ~~events occur~~cash, ~~additional~~shares ~~information~~of ~~is obtained or as~~ the ~~result of new judicial interpretations or regulatory or tax law changes. The~~ Company's ~~estimated~~Class ~~annual~~A ~~effective~~Common ~~tax~~Stock ~~rate,~~or ~~before~~a ~~any~~combination ~~discrete items, was (32.5)% for the nine months ended September 30, 2025. The impact~~ of ~~discrete~~cash ~~items~~and ~~was (13~~stock.~~5)%~~ ~~for the nine months ended September 30, 2025.~~ The ~~Company's interim effective tax rate for September 30, 2024, was (0.2)%.~~

~~COMPOSECURE~~GPGI, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) ($ ~~amounts~~ in ~~thousands~~millions, except share data)

~~The~~Husky ~~Company’s~~Management ~~overall~~Agreement ~~effective~~also ~~tax~~provides ~~rate~~for ~~was~~certain ~~affected~~indemnification byrights ~~the~~in ~~elimination~~Resolute ofHoldings’ ~~the~~favor, ~~Up-C~~as ~~structure~~well ~~discussed~~as incertain ~~Note~~additional 1covenants, ~~which~~representations ~~resulted~~and inwarranties. ~~the~~The ~~Company~~Husky ~~owning~~Management ~~100%~~Fee ~~of Holdings and fair value adjustments~~ for ~~warrants~~the ~~and~~three ~~earnouts.~~months Atended ~~September~~March ~~30, 2025 and December~~ 31, ~~2024,~~2026 ~~the~~was ~~Company had~~ $~~38,990 and $444 of income taxes payable, respectively~~8. ~~Income taxes payable are a component of accrued expenses in the consolidated balance sheet~~4.

~~The~~Tax ~~Spin-Off~~Sharing ~~resulted in a taxable gain to the Company related to the distribution of appreciated property which resulted in an increase in income tax expense.~~ Agreement

OnResolute ~~July~~Holdings 4,entered ~~2025,~~into ~~the~~a ~~One~~U.S. ~~Big,~~State ~~Beautiful~~and ~~Bill~~Local ~~Act~~Tax Sharing Agreement (the “~~Act~~Tax Sharing Agreement”) ~~was~~with ~~signed~~the ~~into~~Company ~~law.~~that ~~The~~governs ~~Act~~the ~~includes~~respective ~~significant~~rights, ~~provisions~~responsibilities, ~~such~~and asobligations of the ~~permanent~~Company ~~extension~~and ofResolute Holdings after the Spin-Off with respect to certain ~~expiring~~state ~~provisions~~and oflocal tax matters in jurisdictions and for taxable periods in which Resolute Holdings is required to file tax returns on a consolidated, combined, unitary or other group basis with the Company (the “Combined Returns”). Among other things, the Tax ~~Cuts~~Sharing Agreement (i) allocates responsibility for the preparation and ~~Jobs~~filing ~~Act~~of the Combined Returns and the ~~restoration~~payment of ~~favorable~~taxes ~~tax~~due ~~treatment~~in ~~for~~connection ~~certain~~therewith, ~~business~~(ii) ~~provisions.~~determines ~~The~~the ~~legislation~~appropriate ~~has~~allocation ~~multiple~~of ~~effective~~any ~~dates,~~such ~~with~~tax ~~certain~~liability ~~provisions~~between ~~effective~~Resolute inHoldings ~~2025~~ and ~~others~~the ~~implemented~~Company, ~~through~~(iii) ~~2027.~~requires Wecompensation ~~evaluated~~to be paid by the ~~potential~~Company ~~effects~~to ofResolute Holdings to the ~~new~~extent ~~legislation~~the onCompany ~~our~~uses any tax ~~positions~~attributes properly allocable to Resolute Holdings to offset taxes otherwise allocable to the Company and ~~financial~~vice ~~reporting~~versa, (iv) allocates responsibility for the conduct of tax contests arising with respect to the Combined Returns, and ~~believe~~(v) itensures ~~may~~that ~~have~~the aparties ~~material~~are ~~impact~~aligned on ~~our~~cooperating and coordinating with respect to the Combined Returns. Since the completion of the Spin-off and through the date these consolidated financial statements are issued, the Company and Resolute Holdings have not filed a Combined Return.

As discussed in Note 8, On September 8, 2025, the second and final phase of the Earnouts, was achieved. Upon achievement, 4,245,597 net shares were issued with a value of approximately $85.0 million. This resulted in an increase in amortizable tax goodwill and a related increase to the TRA liability and related deferred tax asset.

13. NET LOSS PER SHARE

Basic net loss per share has been computed by dividing net loss attributable to Class A common shareholders by the weighted average number of shares of common stock outstanding for the same period. Diluted net loss per share of Class A Common Stock was computed by dividing net loss available to CompoSecure, Inc. by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth the computation of net loss used to compute basic net loss per share of Class A Common Stock for the three and nine months ended September 30, 2025 and September 30, 2024.

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Basic and diluted:
Net loss	$	(174,696)	$	(85,474)	$	(179,329)	$	(34,804)
Less: Net income attributable to non-controlling interest	—		43,414		—		18,414
Net loss attributable to Class A Common shareholders	$	(174,696)	$	(42,060)	$	(179,329)	$	(16,390)
Plus: adjustment due to net effect of equity awards, warrant revaluation, Exchangeable Notes and Class B units to net loss	—		—		—		—
Net loss attributable to Class A Common shareholders after adjustment	$	(174,696)	$	(42,060)	$	(179,329)	$	(16,390)
Weighted average common shares outstanding used in computing net loss per share - basic	110,264,531		38,212,440		105,280,363		28,109,632
Plus: net effect of dilutive equity awards, Exchangeable Notes and Class B units	—		—		—		—
Weighted average common shares outstanding used in computing net loss per share - diluted	110,264,531		38,212,440		105,280,363		28,109,632
Net loss per share—basic	$	(1.58)	$	(1.10)	$	(1.70)	$	(0.58)
Net loss per share—diluted	$	(1.58)	$	(1.10)	$	(1.70)	$	(0.58)

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an antidilutive effect on per share amounts. The Company applied the if-converted method for the Exchangeable Notes to calculate diluted earnings per share in accordance with ASU 2020-06.

The following securities were not included in the calculation of net loss per diluted share because their effects were anti-dilutive:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Potentially dilutive securities:
Warrants	3,236,509	22,415,200	3,236,509	22,415,200
Earnout consideration shares	—	7,500,000	—	7,500,000
Equity awards	332,750	5,978	2,479,118	80,978

14. COMMITMENTS AND CONTINGENCIES

Tax Receivable Agreement

The Company is obligated to make payments under the tax receivable agreement to the TRA Holders. Although the actual timing and amount of any payments that may be made under the agreement will vary, the Company expects the cash obligation required will be significant. Any payments made under the tax receivable

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

agreement will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the tax receivable agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the Company. The tax receivable agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the tax receivable agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income.

The Company made a $4,735 payment related to the tax receivable agreement liability during the three and nine months ended September 30, 2025. Pursuant to the Holdings agreement, the Company makes pro rata tax distributions to the holders of interests in Holdings (i.e. non-controlling interest) in an amount sufficient to fund all or part of their tax obligations with respect to the taxable income of Holdings that is allocated to them. 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. For the three months ended September 30, 2024, Holdings distributed a total of $13,699 of tax distributions to its members, of which $5,003 was paid to the Company, resulting in a net tax distribution to all other members of $8,696. For the nine months ended September 30, 2024, Holdings distributed a total of $50,082 of tax distributions to its members, of which $15,219 was paid to the Company, resulting in a net tax distribution to all other members of $34,863.

In connection with the special distribution, $15,573 was disbursed to Class B unitholders of Holdings on June 11, 2024.

As of September 30, 2025, the Company had the following obligations expected to be paid pursuant to the tax receivable agreement:

2025 (excluding the nine months ended September 30, 2025)	$	821
2026	15,282
2027	15,469
2028	15,728
2029	16,002
Later years	205,918
Total Payments	$	269,220

In addition to the above, the Company's tax receivable agreement liability and future payments thereunder are expected to increase as the Company realizes (or are deemed to realize) an increase in the tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expects to fund these future tax receivable agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis.

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation costs are expensed as incurred.

15. SEGMENT REPORTING

Subsequent to the Spin-Off, the Company has one operating segment and one reportable segment, the equity method investment in Holdings. This is a change from the presentation as of and for the year ended December 31, 2024, where the Company had two operating segments and two reportable segments: Payment Card and Arculus. As reported below, for the three and nine months ended September 30, 2025, the Company's corporate entity is not considered an operating segment because it does not generate revenues and its activities are limited to corporate administrative activities, costs related to the board of directors, income tax expense and fair value

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

adjustments for warrant liability and earnout liability. For the three and nine months ended September 30, 2024, the Company's reportable segment was represented by the consolidated balance sheet and the consolidated statement of operations.

The chief operating decision maker ("CODM") is the Chief Executive Officer of the Company. The CODM evaluates the performance of the equity method investment in Holdings primarily based on net sales, gross profit and net (loss) income and does not review discrete financial information at a level lower than consolidated Holdings. The Company does not have any intra-entity sales.

	Three Months Ended September 30, 2025
	Corporate		Equity Method Investment in CompoSecure Holdings, LLC.		Elimination of Unconsolidated Affiliate		Consolidated Total of CompoSecure, Inc.
Net sales	$	—	$	120,865	$	(120,865)	$	—
Cost of sales	—		49,538		(49,538)		—
Gross profit	—		71,327		(71,327)		—
Selling, general and administrative expenses	9,939		29,610		(29,610)		9,939
(Loss) income from operations	(9,939)		41,717		(41,717)		(9,939)
Other income (expense):
Change in fair value of earnout consideration liability	(57,610)		—		—		(57,610)
Revaluation of warrant liability	(117,267)		—		—		(117,267)
Interest expense	—		(3,371)		3,371		—
Interest income	287		1,458		(1,458)		287
Amortization of deferred financing costs	—		(167)		167		—
Total other expenses, net	(174,590)		(2,080)		2,080		(174,590)
(Loss) Income before income taxes	(184,529)		39,637		(39,637)		(184,529)
Income tax expense	(29,804)		—		—		(29,804)
Net (loss) income	$	(214,333)	$	39,637	$	(39,637)	$	(214,333)
Earnings in CompoSecure Holdings, LLC. equity method investment	39,637						39,637
Net loss of CompoSecure, Inc.	$	(174,696)					$	(174,696)
Capital expenditures related to segment assets	$	—	$	1,388	$	(1,388)	$	—

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

	Nine Months Ended September 30, 2025
	Corporate		Equity Method Investment in CompoSecure Holdings, LLC.		Elimination of Unconsolidated Affiliate		Consolidated Total of CompoSecure, Inc.
Net sales	$	59,824	$	284,522	$	(284,522)	$	59,824
Cost of sales	31,075		118,596		(118,596)		31,075
Gross profit	28,749		165,926		(165,926)		28,749
Selling, general and administrative expenses	35,300		67,469		(67,469)		35,300
(Loss) income from operations	(6,551)		98,457		(98,457)		(6,551)
Other income (expense):
Change in fair value of earnout consideration liability	(57,101)		—		—		(57,101)
Revaluation of warrant liability	(152,782)		—		—		(152,782)
Interest expense	(1,688)		(8,438)		8,438		(1,688)
Interest income	523		3,761		(3,761)		523
Amortization of deferred financing costs	(74)		(390)		390		(74)
Total other expenses, net	(211,122)		(5,067)		5,067		(211,122)
(Loss) income before income taxes	(217,673)		93,390		(93,390)		(217,673)
Income tax expense	(55,046)		—		—		(55,046)
Net (loss) income	$	(272,719)	$	93,390	$	(93,390)	$	(272,719)
Earnings in CompoSecure Holdings, LLC. equity method investment	93,390						93,390
Net loss of CompoSecure, Inc.	$	(179,329)					$	(179,329)
Total assets	$	505,475	281,602		(281,602)		$	505,475
Total liabilities	$	(353,006)	(250,786)		250,786		$	(353,006)
Capital expenditures related to segment assets	$	387	3,799		(3,799)		$	387

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

16. RELATED PARTY TRANSACTIONS

In connection with the completion of the Spin-Off, the Company and Resolute Holdings entered into a Separation and Distribution Agreement (the "Separation and Distribution Agreement") pursuant to which the Company delivered 100% of the issued and outstanding shares of Resolute Holdings’ Common Stock to the distribution agent for the Spin-Off to effectuate the delivery of the shares of Resolute Holdings’ Common Stock to the Company’s stockholders by means of a pro rata dividend. The Separation and Distribution Agreement also set out the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and certain adjustments of existing CompoSecure awards, and establishes certain rights and obligations between Resolute Holdings and the Company following the Spin-Off, including procedures with respect to claims subject to indemnification, the exchange of information between Resolute Holdings and the Company, and tax and other matters. After the Spin-Off and execution of the Management Agreement, the Company and Resolute Holdings are under common control by Tungsten. Below is a summary of the significant agreements executed in connection with the Spin-Off.

Management Agreement

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 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 Management Agreement). 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 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 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 Management Agreement also provides for certain indemnification rights in Resolute Holdings’ favor, as well as certain additional covenants, representations and warranties. The Management Fee for the three months ended September 30, 2025 was $3,698 and for the period from the date of the Spin-Off to September 30, 2025 was $8,246. Management Fees of $8,246 were paid by Holdings through November 3, 2025. Holdings incurred $603.8 of reimbursable expenses to Resolute Holdings.

Tax Agreement

Resolute Holdings entered into a U.S. State and Local Tax Sharing Agreement (the “Tax Sharing Agreement”) with the Company that governs the respective rights, responsibilities, and obligations of the Company and Resolute Holdings after the Spin-Off with respect to certain state and local tax matters in jurisdictions and for taxable periods in which Resolute Holdings is required to file tax returns on a consolidated, combined, unitary or other group basis with the Company (the “Combined Returns”). Among other things, the Tax Sharing Agreement (i) allocates responsibility for the preparation and filing of the Combined Returns and the payment of taxes due in connection therewith, (ii) determines the appropriate allocation of any such tax liability between Resolute Holdings and the Company, (iii) requires compensation to be paid by the Company to Resolute Holdings to the extent the Company uses any tax attributes properly allocable to Resolute Holdings to offset taxes otherwise allocable to the Company and vice versa, (iv) allocates responsibility for the conduct of tax contests arising with respect to the Combined Returns, and (v) ensures that the parties are aligned on cooperating and coordinating with respect to the Combined Returns.

COMPOSECURE, INC. Notes to Consolidated Financial Statements (Unaudited) ($ amounts in thousands, except share data)

Letter Agreement

Resolute Holdings entered into a Letter Agreement (the “Letter Agreement”) with the Company pursuant to which the Company ~~will~~agreed to (i) delegate by resolution of the Company's board of directors the authority to Resolute Holdings to approve issuances of the Company's equity for mergers, acquisitions and equity awards, (ii) issue the Company's equity pursuant to those delegations, (iii) make customary representations, warranties and covenants in connection with any acquisition, business combination transaction or other transaction that is intended to qualify in whole or in part as a tax-free for U.S. federal income tax purposes, and is entered into, in each case, in accordance with the Management Agreement and (iv) make filings and deliver notices in connection with the performance of Resolute Holdings’ duties and obligations under the CompoSecure Management Agreement. The Letter Agreement is coterminous with the CompoSecure Management Agreement.

Consulting Agreements

On February 28, 2025, upon the completion of the Spin-Off and the transfer of his employment to Resolute Holdings, we entered into a consulting agreement with David M. Cote, under which Mr. Cote will be eligible to receive grants of restricted stock units or other equity incentive awards as determined by the Company and will remain eligible to vest in equity incentive awards previously granted by ~~CompoSecure~~GPGI, in exchange for his provision of certain consulting and advisory services with respect to executing strategic corporate transactions and related activities, and such other similar services as reasonably requested by the Company. We also entered into a similar agreement with Mr. Knott and Mr. Schoen.

Board Adviser Agreement

On February 28, 2025 and upon the completion of the Spin-Off, Roger Fradin resigned from the Company's board of directors for personal reasons and not as a result of any disagreement with management or any matter relating to the Company’s operations, policies or practices. In connection with Mr. Fradin’s resignation, the Company entered into a Board Adviser Agreement with Fradin Consulting LLC (“Fradin Consulting”) and Resolute Holdings (the “Board Adviser Agreement”), effective as of the date of Mr. Fradin’s resignation, for a period of 12 months subject to automatic renewal for 12-month periods unless earlier terminated in accordance therewith. Pursuant to the Board Adviser Agreement, Mr. Fradin, as the representative of Fradin Consulting, ~~will~~provides ~~provide~~ advisory services to the Company's board of directors in exchange for which Fradin Consulting will receive an annual cash retainer fee of $500.1, payable quarterly in arrears, and Mr. Fradin, on behalf of Fradin Consulting, will be granted an annual award of options to purchase shares of the Company's common stock with a fair market value, as defined in the ~~Third~~ Amended and Restated ~~CompoSecure~~GPGI, Inc. Non-Employee Director Compensation Policy, of $~~150~~0.2.

PIPE Purchase Agreements

Various related parties purchased approximately 813,523 shares of Class A Common Stock in the PIPE pursuant to those PIPE Purchase Agreements at the same price per share and otherwise pursuant to the PIPE


GPGI, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
($ in millions, except share data)

Purchase Agreements with all other PIPE investors. The PIPE Purchase Agreements provide certain shelf registration rights and include indemnification and confidentiality provisions. The Company has agreed pursuant to the PIPE Purchase Agreements to bear the expenses incurred in connection with the filing of any registration statements filed pursuant thereto.

Voting Agreement

In connection with the Husky Transaction, on November 2, 2025, the Company entered into a Voting Agreement (the “Voting Agreement”) with entities affiliated with Platinum Equity, Tungsten and its affiliates including Ridge Valley LLC (collectively, the “Voting Stockholders”), pursuant to which, the Voting Stockholders agreed, among other things, to vote all of their shares of GPGI Class A Common Stock in favor of the Husky Transaction.

The shares of GPGI Class A Common Stock owned by the Voting Stockholders represented approximately 41.3% of the outstanding shares of GPGI's Class A Common Stock as of September 10, 2025.

Investor Rights Agreement

On January 12, 2026, the Company entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with PE Titan CS Holdings L.P., an affiliate of Platinum Equity (the “PE Holder”). Pursuant to the Investor Rights Agreement, the PE Holder has the right to nominate (i) two members of the Board, for so long as it, together with its affiliates, continue to hold at least 10% of the outstanding shares of the Company’s Class A Common Stock, and (ii) one member of the Board so long as it, together with its affiliates, continues to hold less than 10% but more than 5% of the outstanding shares of Class A Common Stock. In addition, the Investor Rights Agreement provides that the PE Holder and its affiliates are allowed to freely pursue any business opportunity. Pursuant to the Investor Rights Agreement, the PE Holder has agreed to be subject to a lock-up period of 90 days following the closing of the Husky Transaction, subject to early release by the Company.

Registration Rights Agreement

In connection with the closing of the Husky Transaction, on the Husky Transaction Date, the Company entered into a Registration Rights Agreement (the “Husky Registration Rights Agreement”) with the PE Holder (collectively, with each other person who has executed and delivered a joinder thereto, the “Husky RRA Parties”) which, among other things, provides for the filing with the SEC of a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the Class A Common Stock and certain other equity securities of the Company held by the Husky RRA Parties. The PE Holder is entitled to make up to two demand registrations in any 12-month period in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, applicable lock-up restrictions and certain other conditions. In addition, the PE Holder will have certain “piggy-back” registration rights. The Husky Registration Rights Agreement includes customary indemnification and confidentiality provisions. The Company agreed to bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Husky Registration Rights Agreement.

Liquidity

The Company's primary sources of liquidity are its existing cash and cash equivalents balances and funding from its wholly-owned subsidiary, GPGI Holdings. GPGI Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, short - term investments, cash flows from operations and borrowings on its term loan, ~~and~~ revolving credit facility, and senior secured notes. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as ~~D&O~~directors and officers insurance, professional fees, payments to taxing authorities, payments related to the tax receivable agreement, ~~and~~ stock exchange listing fees, and transaction related expenses. The Company anticipates that its operations will continue to be funded by GPGI Holdings. Funds transferred from GPGI Holdings to the Company ~~will~~are be treated as distributions to the Company and a reduction of equity method investment.

3211. SUBSEQUENT EVENTS

~~COMPOSECURE~~On May 6, ~~INC.~~2026, ~~Notes~~the toCompany ~~Consolidated~~announced ~~Financial~~that ~~Statements~~its ~~(Unaudited)~~board ($of ~~amounts~~directors indeclared ~~thousands,~~a ~~except~~quarterly cash dividend of $0.0025 per share ~~data)~~on the Class A Common Stock. The dividend represents an annualized distribution of approximately $2.9.

~~17. SUBSEQUENT EVENT~~27

~~On November 2~~GPGI, 2025, the Company entered into a Share Purchase Agreement with entities affiliated with Platinum Equity pursuant to which the Company will combine with Husky Technologies Limited (“Husky”) for aggregate consideration of approximately $4INC.~~976~~ ~~billion,~~Item ~~comprised of cash and shares of CompoSecure Class A Common Stock~~2. ~~In conjunction with the closing of the Company~~Management’s ~~planned~~Discussion ~~business combination with Husky, Husky will become a wholly owned subsidiary of Holdings~~ and ~~Resolute~~Analysis ~~Holdings will enter into a management agreement with Husky, on substantially the same terms as the CompoSecure Management Agreement. Concurrently with the execution~~ of ~~the~~Financial ~~Share~~Condition ~~Purchase Agreement, the Company entered into purchase agreements with certain investors named therein pursuant to which the Company agreed to issue~~ and ~~sell~~Results ~~to such investors in a private placement an aggregate~~ of ~~approximately~~Operations ~~106 million shares of CompoSecure Common Stock at a purchase price of~~ ($~~18.50~~ ~~per~~amounts share, for an aggregate purchase price of approximately $1.96 billion. The closing of the private placements is conditioned upon the substantially concurrent consummation of the business combination with Husky. The transaction is expected to close in ~~the first quarter of 2026~~millions, ~~subject~~except toshare ~~customary closing conditions, including regulatory approval.~~data)

On November 3, 2025, the Company called for redemption all of its issued and outstanding warrants to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share that were issued under a warrant agreement, dated as of November 20, 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025 filed with the SEC. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere particularly in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Overview

~~The~~GPGI, ~~Company~~Inc. ("GPGI," and together with its ~~wholly~~subsidiaries ~~owned~~as ~~subsidiary,~~the ~~CompoSecure~~context ~~Holdings~~requires, ~~L.L.C.~~the ("~~Holdings~~Company,") ~~and~~"we," ~~its operating subsidiaries~~"us," ~~creates~~or ~~innovative~~"our"), ~~highly~~through ~~differentiated~~its ~~and~~wholly ~~customized~~owned ~~financial payment card products for banks and other payment card issuers to support and increase their customer acquisition~~subsidiary, ~~customer~~GPGI ~~retention~~Holdings ~~and organic customer spend~~L. ~~The Company’s customers consist primarily of leading international and domestic banks and other payment card issuers primarily within the United States (“U~~L.SC.~~”),~~ ~~with~~("GPGI ~~additional direct and indirect customers in Europe~~Holdings"), ~~Asia, Latin America, Canada, and the Middle East. The Company~~ is a ~~platform~~permanent ~~for~~capital ~~next~~platform ~~generation~~designed ~~payment~~to ~~technology~~acquire, ~~security~~operate, and ~~authentication~~scale ~~solutions.~~high‑quality ~~The~~businesses ~~Company~~across ~~maintains~~attractive ~~trusted~~end markets, ~~highly-embedded~~consistent ~~and long-term customer relationships~~ with anits ~~expanding~~philosophy ~~set~~ of ~~global~~building ~~issuers.~~great ~~The~~positions ~~Company has established a niche position~~ in ~~the~~good ~~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~~industries. ~~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.~~

Beginning February 28, 2025, the Company deconsolidated GPGI Holdings as a result of the spin‑off Resolute Holdings Management, Inc. ("Resolute Holdings") (the "Spin-Off") and execution of the CompoSecure Management Agreement, as defined below. From that date, GPGI Holdings is accounted for under the equity method. Unless expressly stated, references to operating results, customers, products, debt and market risks pertain to GPGI Holdings; the Company’s results primarily reflect corporate‑level items (e.g., public company costs, fair‑value changes, taxes) and earnings in equity method investment of GPGI Holdings.

Prior to the Husky Transaction, as defined below, the Company’s business consisted solely of the CompoSecure operations conducted through its wholly owned subsidiary, GPGI Holdings. CompoSecure, founded in 2000, and headquartered in Somerset, New Jersey, is the global leader in the design and manufacturing of premium metal payment cards and secure authentication solutions. The company pioneered the use of metal in payment cards dating back to 2003 and combines industry-leading innovation, advanced materials science, and proprietary manufacturing processes to deliver highly differentiated products to its customers. CompoSecure’s metal payment cards integrate a metal core with EMV® (acronym representing Europay, Mastercard, and Visa) chips, magnetic stripes, and contactless payment technology, while meeting stringent certification requirements from global payment networks. CompoSecure’s metal cards deliver a distinctive weight, a premium aesthetic, and enhanced durability for consumers, while its issuer customers benefit from the ability to attract higher-value consumers, reduce cardholder churn, and unlock higher customer spend relative to traditional plastic cards.

Husky Holdings LLC (together with its subsidiaries, "Husky"), a wholly owned subsidiary of GPGI Holdings, founded in 1953, and headquartered in Bolton, Ontario, is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services. 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.

Husky is not consolidated by the Company and is accounted for as an equity method investment of GPGI Holdings. Accordingly, the Company’s consolidated financial statements reflect its indirect interest in Husky through its equity method investment in GPGI Holdings.

Recent Developments

On ~~September 27, 2024, Resolute Holdings Management, Inc. ("Resolute Holdings") was created as a wholly owned subsidiary of Holdings. On~~ February 28, 2025, the Company completed the ~~previously-announced spin-off (the "~~Spin-Off") of Resolute Holdings. In connection with the Spin-Off, GPGI Holdings entered into a management agreement (the "CompoSecure Management Agreement"), pursuant to which Resolute Holdings provides management and other related services to GPGI Holdings in exchange for payment of quarterly management fees, ~~based~~payable onin arrears, in a cash amount equal to 2.5% of GPGI Holdings' last twelve-months' Adjusted EBITDA as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“CompoSecure Management Agreement Adjusted EBITDA”). CompoSecure Management Agreement Adjusted EBITDA reflects (a) GPGI 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) CompoSecure’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 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 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 Spin-Off of Resolute Holdings from the Company was achieved through the distribution of all outstanding shares of common stock, par value $0.0001 per share, of Resolute Holdings (the "Resolute Holdings Common Stock"), on a pro rata basis, to holders of record of the Company’s Class A Common Stock, par value $0.0001 per share (the “CompoSecure Common Stock”). Each holder of record of CompoSecure Common Stock received one share of Resolute Holdings Common Stock for every twelve shares of CompoSecure Common Stock held on February 20, 2025, the record date for the Spin-Off. In lieu of fractional shares of Resolute Holdings Common Stock, holders of CompoSecure Common Stock received cash.

The distribution of shares in connection with the Spin-Off constituted an Extraordinary Dividend as defined in the agreement governing the Company's outstanding warrants (the "warrant agreement"). As a result, the warrant price was decreased from $11.50 per share of CompoSecure Common Stock to $7.97 per share of CompoSecure 28

34GPGI, INC. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ($ amounts in millions, except share data)

~~Common~~interest, ~~Stock~~taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non-recurring expenses, and the ~~redemption~~CompoSecure ~~trigger~~Management ~~price~~Fee, ~~was~~less ~~decreased~~(b) ~~from~~GPGI’s ~~$18~~selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense” as defined in the CompoSecure Management Agreement).00 ~~per~~CompoSecure Management Agreement Adjusted EBITDA is calculated without duplication of Husky Management Agreement Adjusted EBITDA (as defined below) and its share of ~~CompoSecure~~Parent ~~Common~~Allocated ~~Stock~~Expense. GPGI Holdings is also required to ~~$14.47~~reimburse ~~per~~Resolute ~~share~~Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of GPGI Holdings other than those expenses related to Resolute Holdings' or its affiliates' personnel who provide services to GPGI Holdings under the CompoSecure ~~Common~~Management ~~Stock~~Agreement. Resolute Holdings determines, ~~effective~~in asits ofsole ~~February 28~~and absolute discretion, ~~2025~~whether a cost or expense will be borne by Resolute Holdings or by GPGI Holdings.

Historically, Bythe Company operated and controlled the business and affairs of GPGI Holdings by virtue of its control of the board of managers of GPGI Holdings, ~~the Company historically operated~~ and ~~controlled~~thus the ~~business~~financial ~~and~~results ~~affairs~~ of GPGI Holdings ~~and~~were ~~thus~~ consolidated ~~Holdings.~~into Asthe financial statements of ~~February~~the ~~28,~~Company. ~~2025~~As of and subsequent to the Spin-Off, and as a result of the execution of the CompoSecure Management Agreement, control of GPGI Holdings transferred to Resolute Holdings and the Company no longer consolidates GPGI Holdings. ~~Rather~~For periods subsequent to the completion of the Spin-Off, GPGI Holdings is treated as a variable interest entity and the results of operations of GPGI Holdings and its subsidiaries are no longer consolidated in the financial statements of the Company; rather, such results are consolidated in the financial statements of Resolute Holdings, and the Company accounts for the results of GPGI Holdings and its subsidiaries (including the CompoSecure and Husky businesses) using the equity method of accounting, with the Company’s statement of operations reflecting the Company’s share of earnings of GPGI Holdings as earnings from an equity method investment, and the Company’s consolidated balance sheets reflect its carrying value in GPGI Holdings as an equity method investment.

Certain of GPGI Holdings' ~~formal~~former equity holders had the right, pursuant to ~~receive~~the ~~additional~~agreement ~~shares~~and plan of ~~the~~merger ~~Company~~that governed CompoSecure's initial business combination completed in December 2021, to receive additional shares of Class A ~~Common~~common ~~Stock~~stock ("Earnout Shares") in earnout consideration (collectively, the “Earnouts”). The Earnouts were subject to two stock price thresholds, with half of the Earnout Shares awarded upon the achievement of each threshold. The first Earnout threshold was achieved on December 17, 2024, and approximately 3~~,600,000~~.8 million Earnout Shares were issued ~~on December 17, 2024~~. The second Earnout threshold was achieved on September 8, 2025, and approximately 4~~,400,000~~.4 million Earnout Shares (as adjusted for the Spin-Off) ~~Earnout Shares~~ were issued.

On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC (“Platinum Equity”) pursuant to which GPGI, through GPGI Holdings, would combine with Husky Technologies Limited for an enterprise value of approximately $4.976 billion, financed with debt, cash, and share of GPGI’s Class A Common Stock (“Husky Transaction”). On the January 12, 2026, the Company completed the business combination ("Husky Transaction Date"). In connection with the completion of the Husky Transaction, Husky entered into a management agreement (the "Husky Management Agreement") with Resolute Holdings, the terms of which are substantially identical to the terms of the CompoSecure Management Agreement. Under the Husky Management Agreement, Resolute Holdings is responsible for managing the day-to-day business and operations, and overseeing the strategy of, Husky Holdings and its subsidiaries, and receives a quarterly management fee equal to 2.5% of the trailing twelve‑month Adjusted EBITDA as defined in the Husky Management Agreement of the Husky business ("Husky Management Agreement Adjusted EBITDA"), without duplication of any amounts payable under the CompoSecure Management Agreement. Consistent with the CompoSecure Management Agreement, the Husky Management Agreement includes an initial 10‑year term with automatic 10‑year renewal periods, reflecting the long‑term operating partnership established at closing.

Subsequent to the completion of the Husky Transaction, CompoSecure, Inc. rebranded to GPGI, Inc., and CompoSecure Holdings, L.L.C. rebranded to GPGI Holdings, L.L.C. Beginning January 23, 2026, the Company’s Class A Common Stock continued trading on the New York Stock Exchange, under the new ticker symbol “GPGI.”

On January 14, 2026, following completion of the Husky Transaction, GPGI Holdings refinanced approximately $2.1 billion of total indebtedness that was assumed in the Husky Transaction. The refinancing included the issuance of $900 million of 5.625% senior secured notes due 2033, and the establishment of a new $1.2 billion term loan facility maturing in 2033, and $400 million of revolving credit commitments maturing in 2031. The proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related


GPGI, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
($ amounts in millions, except share data)

fees, costs, premiums, and expenses incurred in connection with the recapitalization of the combined company’s capital structure.

Economic Conditions

~~U.S.~~Economic tensions and changes in international ~~markets~~trade policies, ~~and~~including ~~particularly~~new ~~the~~tariffs ~~rapidly~~introduced ~~evolving~~by ~~digital~~the ~~assets~~U.S. ~~industry~~last year, ~~are~~as ~~experiencing~~well ~~uncertain~~as ~~and~~ongoing ~~volatile~~geopolitical ~~economic~~instability ~~conditions~~in certain regions, including the ~~war~~Middle ~~in Ukraine~~East, have in the ~~ongoing~~past ~~conflict~~impacted and could in ~~Israel,~~the ~~Gaza~~future ~~and~~impact the ~~surrounding~~market ~~areas,~~for ~~sustained~~our ~~inflation~~products and services. In particular, ~~international~~a ~~trade~~portion ~~restrictions~~of ~~and~~the ~~tariffs~~raw materials used by us to manufacture our products are obtained, ~~threats~~directly or ~~concerns~~indirectly, from companies located outside of ~~recession~~the United States, and ~~supply chain~~ disruptions. ~~These~~arising ~~conditions~~from ~~make~~geopolitical itconflicts ~~extremely~~or ~~difficult~~heightened ~~for~~tensions usin ~~and~~the ~~our~~Middle ~~suppliers~~East tohave ~~accurately~~in ~~forecast~~the past and ~~plan~~could in the future ~~business~~further ~~activities~~affect global supply chains, transportation routes, or input costs. Additionally, a significant downturn in the domestic or global economy has in the past and may in the future 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, trade, or political conditions continue or further ~~decline~~deteriorate, our business, financial condition, and results of operations could be materially adversely affected.

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. 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 U.S.. 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, including any retaliatory tariffs that may be imposed by other countries on U.S. exports, as well as uncertainties surrounding domestic and foreign tariffs and 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 U.S. and similarly situated companies could negatively impact our business, financial condition and results of operations.30


GPGI, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
($ amounts in millions, except share data)

Key Components of Results of Operations

Overview

~~The~~Following ~~below~~the Spin‑Off on February 28, 2025, the Company no longer consolidates GPGI Holdings and instead accounts for its investment in GPGI Holdings under the equity method. The components of results of operations presented below primarily relate to the operations of GPGI Holdings prior to the Spin-Off ~~and~~ when the Company consolidated ~~the~~GPGI Holdings' operating results ~~of Holdings~~. Subsequent to the Spin-‑Off, the Company'’s ~~operations~~activities ~~have~~were ~~been~~ limited primarily to non-‑revenue ‑generating ~~activities~~functions, ~~such~~including asmaintaining its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement ("TRA"), warrant liability remeasurement, earnout considerations, and income recognized from its equity method investment.

35Husky’s results of operations have been included in GPGI Holdings' results from the Husky Transaction Date through March 31, 2026 as an equity method investment in GPGI Holdings. Husky’s results are not included in the results of operations for the three months ended March 31, 2025, or for the portion of the quarter ended March 31, 2026 prior to the completion of the Husky Transaction (January 1, 2026 through January 11, 2026, inclusive) which limits comparability between periods.

compliance with public company reporting obligations, obligations under the tax receivable agreement, warrant liability reevaluation, income recognized from equity method investment, and the earnout considerations.

Net Sales

Net sales reflect the Company’s revenue generated primarily from the sale of its products. The ~~Product~~Company's ~~sales~~two businesses, (1) CompoSecure and (2) Husky, which are equity method accounted, primarily ~~include~~sell products from the ~~design~~manufacture and ~~manufacturing~~delivery of: metal payment cards, ~~including~~high‑security ~~contact~~documents, ~~and~~pre‑laminated ~~dual~~materials, ~~interface~~injection ~~cards.~~molding ~~The~~machines, ~~Company~~molds, ~~also~~hot ~~generates~~runners, ~~revenue~~temperature ~~from~~controllers, ~~the~~auxiliary ~~sale~~equipment, ofand ~~Prelams~~related ~~(which~~aftermarket ~~refers~~products; tothe ~~pre-laminated~~design ~~sub-assemblies~~and ~~consisting~~manufacture of amedical ~~composite~~molds; ofservice ~~material~~offerings ~~layers~~including ~~which~~startup, ~~are~~testing, ~~partially~~installation, ~~laminated~~training, toongoing bemonitoring ~~used~~of asmachines, aand ~~component~~extended inprotection ~~the~~plans; ~~multiple~~and ~~layers~~direct‑to‑consumer sales of aArculus ~~final~~key ~~payment~~cards ~~card~~through orthird‑party ~~other~~e‑commerce ~~card construction)~~platforms. 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 associated with CompoSecure and Husky, which are equity method accounted, 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, purchased components such as cabinets, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; warranty; 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. Research and development of new products and technologies are costs of both CompoSecure and Husky, which are equity method accounted.

Income (~~Loss~~loss) ~~Income~~ from Operations and Operating Margin

Income (loss) 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 Income (Expense) ~~Income~~, net

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


GPGI, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
($ amounts in millions, except share data)

Earnings in Equity Method Investment

~~Earnings~~The inCompany's ~~Holdings~~earnings ~~Equity~~in ~~Method~~equity ~~Investment~~method investment consists of the ~~net income of Holdings~~ attributable toshare, ~~the~~currently ~~Company~~100%, ~~resulting~~of ~~from~~net ~~the~~income ~~Company's~~(loss) ~~equity~~of ~~method~~GPGI ~~investment in~~ Holdings.

Net ~~loss~~Income (Loss)

Net income (loss) consists of the Company’s income (loss) ~~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 Quarterly Report on Form 10-Q, including those discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2025~~2026 compared with Three Months Ended ~~September~~ March 3031, ~~2024~~ 2025

Reflecting the change to equity method accounting after the Spin-Off, the following table presents the Company’s results of operations for the periods indicated:

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024			$ Change		% Change
	2026		2025			$ Change		% Change
	(in thousands)
Net sales	$	—	$	59.8		$	(59.8)	(100)	%
Net sales	$	—	$	107,135		$	(107,135)	(100	%)
Cost of sales	—		31.1			(31.1)		(100)	%
Cost of sales	—		51,727			(51,727)		(100	%)
Gross profit	—		28.7			(28.7)		(100)	%
Gross profit	—		55,408			(55,408)		(100	%)
Operating expenses:
Selling, general and administrative expenses	~~9,939~~55.6		~~26,316~~22.7			~~(16,377)~~32.9		~~(62~~145	%)
(Loss) income from operations	(9,939)		29,092			(39,031)		(134	%)
Income (loss) from operations	(55.6)		6.0			(61.6)		(1027)	%
Other expense, net	(174,590)		(113,937)			(60,653)		53	%
Other income (expense), net	(21.7)		27.7			(49.4)		(178)	%
Loss before income taxes	(184,529)		(84,845)			(99,684)		117	%
Income (loss) before income taxes	(77.3)		33.7			(111.0)		(329)	%
Income tax expense	(~~29,804~~3.6)		(~~629~~27.0)			~~(29,175)~~23.4		~~4638~~(87)	%
Loss before earnings in equity method investment	(214,333)		(85,474)			(128,859)		151	%
Income (loss) before earnings in equity method investment	(80.9)		6.7			(87.6)		(1307)	%
Earnings in equity method investment	39,637		—			39,637		100	%
Earnings (losses) in equity method investment	(154.1)		14.8			(168.9)		(1141)	%
Net loss	(174,696)		(85,474)			(89,222)		104	%
Net income (loss)	$	(235.0)	$	21.5		$	(256.5)	(1193)	%
Net loss attributable to redeemable non-controlling interests	—		(43,414)		—	43,414		(100	%)
Net loss attributable to CompoSecure, Inc	$	(174,696)	$	(42,060)		$	(132,636)	315	%

	Three Months Ended September 30,
	Three Months Ended March 31,
	2025		2024
	2026		2025
Gross margin	—0	%	5248	%
Operating margin	—0	%	2710	%

Net Sales

	Three Months Ended September 30,
	2025		2024		$ Change		% Change
	(in thousands)
Net sales by region
Domestic	$	—	$	80,033	$	(80,033)	(100	%)
International	—		27,102		(27,102)		(100	%)
Total	$	—	$	107,135	$	(107,135)	(100	%)

The Company’s net sales for the three months ended March 31, 2026 decreased by $59.8 million, or 100%, to $0.0. The decrease was driven by the deconsolidation of GPGI Holdings on February 28, 2025. GPGI Holdings generated $407.8 million of net sales for the three months ended March 31, 2026, which increased by $303.9 million, or 292% from $103.9 million of net sales for the three-months ended March 31, 2025. The increase was driven by the incremental revenues generated from Husky from the Husky Transaction Date.

The Company’s net sales for the three months ended September 30, 2025 decreased by $107.1 million, or 100%, to $0. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $120.9 million of net sales for the three months ended September 30, 2025.

Domestic: The Company’s domestic net sales for the three months ended September 30, 2025 decreased $80.0 million, or 100%, to $0. Holdings generated $105.1 million of domestic net sales for the three months ended September 30, 2025.

International: The Company’s international net sales for the three months ended September 30, 2025 decreased $27.1 million , or 100%, to $0. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $15.8 million of international net sales for the three months ended September 30, 2025.

Gross Profit and Gross Margin

The Company’s gross profit for the three months ended ~~September~~March 3031, ~~2025~~2026 decreased $5528.47 million, or 100%, to $0.0, while the gross profit margin decreased from 5248% to 0%. The decrease in gross profit was due to the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025. GPGI Holdings generated ~~$71.3 million of gross profit for the three months ended September 30, 2025.~~


GPGI, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
($ amounts in millions, except share data)

$155.6 million of gross profit for the three months ended March 31, 2026, compared to $54.5 million of gross profit for the three months ended March 31, 2025. The increase was driven by the incremental gross profit generated from Husky from the Husky Transaction Date.

Operating Expenses

The Company’s operating expenses for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~decreased~~increased $1632.49 million, or 62145%, to $955.96 million compared to $2622.37 million for the three months ended ~~September~~March 3031, ~~2024~~2025. The ~~decrease~~increase was driven primarily by the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025 and Husky Transaction costs of $49.8 million. GPGI Holdings incurred $29170.60 million of operating expenses for the three months ended ~~September~~March 3031, 2026, compared to $27.9 million of operating expenses for the three months ended March 31, 2025. The increase was driven by the incremental operating expenses associated with the Husky business from the Husky Transaction Date.

~~(Loss)~~During ~~Income~~the three months ended March 31, 2026, the Company had loss from ~~Operations~~operations of $55.6 million compared to income from operations of $6.0 million for the three months ended March 31, 2025. The Company’s operating margin for the three months ended March 31, 2026 decreased to 0% compared to 10% for the three months ended March 31, 2025. The decrease in income from operations and ~~Operating~~operating ~~Margin~~margin was driven by the deconsolidation of GPGI Holdings as a result of the Spin-Off on February 28, 2025. GPGI Holdings had a loss from operations of $14.4 million for the three months ended March 31, 2026 compared to a gain from operations of $26.6 million for the three months ended March 31, 2025. The change from income to loss from operations was primarily driven by the incremental operating expenses associated with the Husky business from the Husky Transaction Date.

~~During~~Other expenses for the three months ended ~~September~~March 3031, ~~2025,~~2026 was $21.7 million as compared to other income $27.7 million for the ~~Company~~three ~~had~~months aended ~~loss~~March 31, 2025. The change from ~~operations~~other income to other expenses of $949.93 million ~~compared~~was due to ~~income~~the ~~from~~loss ~~operations~~of remeasurement of the TRA liability of $2921.19 million ~~for~~and the ~~three~~prior ~~months~~year ~~ended~~revaluation ~~September 30,~~of ~~2024.~~the ~~The~~warranty ~~Company’s~~and ~~operating~~earnout ~~margin~~consideration ~~for~~liabilities ~~the~~of ~~three~~$29.1 ~~months~~million ~~ended~~that ~~September 30,~~were ~~2025~~not ~~decreased~~repeated. toGPGI 0%Holdings ~~compared~~had toother ~~27%~~expenses of $136.5 million for the three months ended ~~September~~March 3031, ~~2024~~2026. The ~~decrease~~increase ~~in income from operations and operating margin~~ was largely driven ~~primarily~~ by the ~~deconsolidation~~loss of ~~Holdings~~extinguishment asof adebt ~~result~~incurred ofin conjunction with the ~~Spin-Off~~series onof ~~February~~refinancing ~~28,~~transactions ~~2025.~~discussed below.

Other Expense, Net

Other expenses for the three months ended September 30, 2025 was $174.6 million as compared to $113.9 million for the three months ended September 30, 2024. The increase in other expense was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expense of $174.9 million for the three months ended September 30, 2025, compared to $108.4 million for the three months ended September 30, 2024. The increase was partially offset by a decrease in net interest expense of $5.4 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest expense of Holdings was removed from the Company's balance sheet and results of operations.

Earnings in Equity Method Investment

~~Earnings~~Beginning inFebruary 28, 2025, the Company recognizes its share of GPGI Holdings’ net income within "Earnings (losses) in equity method investment" ~~consists~~which totaled a loss of $39154.61 million offor the ~~net~~three ~~income~~months ofended ~~Holdings~~March 31, ~~attributable~~2026 toas ~~the~~compared ~~Company~~to $14.8 ~~The~~million ~~equity~~for ~~method~~the ~~investment~~three ~~resulted~~months ~~from~~ended ~~the~~March 31, ~~deconsolidation~~2025. ~~associated~~The ~~with~~increase ~~the~~in ~~Spin-Off~~losses ~~and~~was ~~related~~due ~~Management~~to ~~Agreement~~the Husky Transaction. Refer to Note 53 in the unaudited condensed consolidated financial statements for the ~~operating~~ results of ~~Holdings~~our equity method investment.

Income Tax Expense

The Company's income tax expense for the three months ended ~~September~~March 3031, ~~2025~~2026 was $293.86 million, compared to $027.60 million for the three months ended ~~September~~March 3031, ~~2024~~2025.

Nine Months Ended September 30, 2025 compared with Nine Months Ended September 30, 2024

Reflecting the change to equity method accounting, the following table presents the Company’s results of operations for the periods indicated:

	Nine Months Ended September 30,
	2025		2024			$ Change		% Change
	(in thousands)
Net sales	$	59,824	$	319,712		$	(259,888)	(81	%)
Cost of sales	31,075		153,019			(121,944)		(80	%)
Gross profit	28,749		166,693			(137,944)		(83	%)
Operating expenses:
Selling, general and administrative expenses	35,300		74,673			(39,373)		(53	%)
(Loss) income from operations	(6,551)		92,020			(98,571)		(107	%)
Other expense, net	(211,122)		(126,773)			(84,349)		67	%
Loss before income taxes	(217,673)		(34,753)			(182,920)		526	%
Income tax expense	(55,046)		(51)			(54,995)		107833	%
Loss before earnings in equity method investment	(272,719)		(34,804)			(237,915)		684	%
Earnings in equity method investment	93,390		—			93,390		100	%
Net loss	(179,329)		(34,804)			(144,525)		415	%
Net loss attributable to redeemable non-controlling interests	—		(18,414)		—	18,414		(100	%)
Net loss attributable to CompoSecure, Inc	$	(179,329)	$	(16,390)		$	(162,939)	994	%

	Nine Months Ended September 30,
	2025		2024
Gross margin	48	%	52	%
Operating margin	(11	%)	29	%

Net Sales

	Nine Months Ended September 30,
	2025		2024		$ Change		% Change
	(in thousands)
Net sales by region
Domestic	$	54,480	$	258,007	$	(203,527)	(79	%)
International	5,344		61,705		(56,361)		(91	%)
Total	$	59,824	$	319,712	$	(259,888)	(81	%)

The Company’s net sales for the nine months ended September 30, 2025 decreased by $259.9 million, or 81%, to $59.8 million compared to $319.7 million for the nine months ended September 30, 2024. The decrease was driven by the

deconsolidation of Holdings on February 28, 2025. Holdings generated $284.5 million of net sales during the period from February 28, 2025 to September 30, 2025.

Domestic: The Company’s domestic net sales for the nine months ended September 30, 2025 decreased $203.5 million, or 79%, to $54.5 million compared to $258.0 million for the nine months ended September 30, 2024. Holdings generated $244.5 million of domestic net sales during the period from February 28, 2025 to September 30, 2025.

International: The Company’s international net sales for the nine months ended September 30, 2025 decreased $56.4 million, or 91%, to $5.3 million compared to $61.7 million for the nine months ended September 30, 2024. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $40.1 million of international net sales during the period from February 28, 2025 to September 30, 2025.

Gross Profit and Gross Margin

The Company’s gross profit for the nine months ended September 30, 2025 decreased $137.9 million, or 83%, to $28.7 million compared to $166.7 million for the nine months ended September 30, 2024, while the gross profit margin decreased from 52% to 48%. The decrease in gross profit was primarily driven by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings generated $165.9 million of gross profit during the period from February 28, 2025 to September 30, 2025. Gross margin declined as a result of inefficiencies associated with new card constructions.

Operating Expenses

The Company’s operating expenses for the nine months ended September 30, 2025 decreased $39.4 million, or 53%, to $35.3 million compared to $74.7 million for the nine months ended September 30, 2024. The decrease was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. Holdings incurred $67.5 million of operating expenses during the period from February 28, 2025 to September 30, 2025. Additionally, costs associated with employees and professional costs at Resolute Holdings prior to the Spin-Off and costs associated with the Spin-Off offset the decrease in operating expenses related to the deconsolidation and Spin-Off.

(Loss) Income from Operations and Operating Margin

During the nine months ended September 30, 2025, the Company had a loss from operations of $6.6 million compared to income from operations of $92.0 million for the nine months ended September 30, 2024. The Company’s operating margin for the nine months ended September 30, 2025 decreased to a negative 11% compared to 29% for the nine months ended September 30, 2024. The decrease in income from operations and operating margin was driven primarily by the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025.

Other Expense, Net

Other expense for the nine months ended September 30, 2025 was $211.1 million as compared to $126.8 million for the nine months ended September 30, 2024. The change in other expense was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expense of $209.9 million for the nine months ended September 30, 2025, compared to $109.8 million for the nine months ended September 30, 2024. The increase was partially offset by a decrease in net interest expense of $14.7 million resulting from the conversion of all Exchangeable Notes into shares of Class A Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings as a result of the Spin-Off on February 28, 2025. As a result of the deconsolidation, all debt and related interest was removed from the Company's financial position and results of operations.

Earnings in Equity Method Investment

Earnings in CompoSecure Holdings, L.L.C. equity method investment consists of $93.4 million of net income of Holdings attributable to the Company. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related Management Agreement. Refer to Note 5 in the consolidated financial statements for the results of our equity method investment.

Income Tax Expense

The Company's income tax expense for the nine months ended September 30, 2025 was $55.0 million, compared to $0.1 million for the nine months ended September 30, 2024. The increase in tax expense was primarily related to the taxable gain on appreciated property resulting from the Spin-Off.

Use of Non-GAAP Financial Measures

This Form 10-Q 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 Adjusted ~~non-GAAP~~Earnings ~~earnings~~ per ~~share~~Share ("Adjusted EPS") are useful to investors in evaluating the Company’s financial performance.

~~Due~~The toCompany ~~the~~uses ~~Spin~~these non-~~Off~~GAAP ofmeasures ~~Resolute~~internally ~~Holdings~~to establish forecasts, budgets and ~~the~~operational ~~related~~goals ~~Management~~to ~~Agreement,~~manage and ~~the~~monitor ~~resulting~~its ~~shift~~business, toas ~~equity~~well ~~method~~as ~~accounting~~evaluate ~~under~~its ~~GAAP~~underlying ~~beginning~~historical ~~February~~performance ~~28,~~and ~~2025,~~measure ~~CompoSecure~~incentive iscompensation. ~~presenting~~We abelieve ~~broader~~that ~~set~~these of non-GAAP financial measures, ~~including~~depict ~~Net~~the ~~Sales~~true ~~and~~performance ~~Gross~~of ~~Profit~~the onbusiness aby ~~consolidated~~encompassing ~~basis~~only relevant and controllable events, enabling the Company to ~~provide~~evaluate ~~investors~~and ~~with~~plan ~~consistent,~~more ~~comparable~~effectively ~~financial~~for ~~information~~the ~~that~~future. ~~better~~We ~~represents~~believe ~~the~~Adjusted ~~underlying~~EBITDA ~~performance~~provides valuable insight into operational efficiency independent of ~~the~~capital ~~business~~structure ~~across~~and ~~reporting~~tax ~~periods~~environment; Adjusted Net Income and Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items.

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 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. 33

~~EBITDA~~GPGI, ~~Adjusted~~INC. ~~EBITDA~~Item ~~and~~2. ~~non-GAAP~~Management’s ~~earnings~~Discussion ~~per~~and ~~share~~Analysis ~~should not be considered as measures~~ of ~~financial~~Financial ~~performance~~Condition ~~under U.S. GAAP,~~ and ~~the~~Results ~~items~~of ~~excluded~~Operations ~~from~~($ ~~EBITDA,~~amounts ~~Adjusted EBITDA and non-GAAP earnings per share are significant components~~ in ~~understanding and assessing the Company’s financial performance. Accordingly~~millions, ~~these~~except ~~key~~share 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.data)

42Additionally, 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.

~~The~~Adjusted ~~following~~EBITDA ~~unaudited~~and ~~table~~Adjusted ~~presents~~EPS ~~the~~should ~~reconciliation~~not be considered as measures of ~~net~~financial ~~(loss)~~performance ~~income~~under toU.S. ~~EBITDA~~GAAP, and the items excluded from Adjusted EBITDA ~~for~~and ~~the~~Adjusted ~~three~~EPS are significant components in understanding and ~~nine~~assessing ~~months~~the ~~ended~~Company’s ~~September 30~~financial performance. Accordingly, ~~2025~~these ~~and~~key ~~2024~~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.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Net loss	$	(174,696)	$	(85,474)	$	(179,329)	$	(34,804)
Add:
Depreciation and amortization (3)	2,288		2,331		6,902		6,932
Income tax expense	29,804		629		55,046		51
Interest expense, net (1)(3)	1,793		5,533		6,306		16,927
EBITDA	$	(140,811)	$	(76,981)	$	(111,075)	$	(10,894)
Stock-based compensation expense (3)	5,882		5,634		16,788		15,269
Mark to market adjustments, net (2)	174,877		108,404		209,883		109,846
Additional earnout cost	4,967		—		4,967		—
Transaction cost	2,806		—		2,806		—
Secondary offering transaction costs	—		—		—		586
Debt refinance costs	—		225		—		225
Resolute transactions costs	—		2,726		—		2,726
Spin-Off costs	—		—		5,452		—
Adjusted EBITDA	$	47,721	$	40,008	$	128,821	$	117,758

The following unaudited table presents the reconciliation of net income (loss) to Adjusted EBITDA for the three months ended March 31, 2026 and March 31, 2025, respectively.

(1)Includes amortization of deferred financing cost and loss on extinguishment of debt for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended March 31,
	2026		2025		$ Change		% Change
Net sales	$	407.8	$	59.8	$	348.0	582	%

Net income (loss)	(235.0)		21.5		(256.5)		(1193)	%
Add:
Depreciation and amortization (2)(6)	59.3		2.3		57.0		2478	%
Income tax expense	6.8		27.0		(20.2)		(75)	%
Interest expense, net (1)(3)	29.5		2.3		27.2		1183	%
EBITDA	$	(139.4)	$	53.1	(192.5)		(364)	%

Stock-based compensation expense (2)	3.9		5.7		(1.8)		(32)	%
Mark to market adjustments, net (3)	—		(29.2)		29.2		(100)	%
Husky Transaction costs (4)	92.9		—		92.9		—	%
Debt refinance costs and loss on debt extinguishment	106.8		—		106.8		—	%
Loss on remeasurement of TRA liability	21.9		—		21.9		—	%
Foreign exchange (gain) loss	(2.3)		—		(2.3)		—	%
Severance costs	0.6		—		0.6		—	%
Loss on disposal of assets	0.6		—		0.6		—	%
Spin-Off costs (5)	—		5.0		(5.0)		(100)	%
Adjusted EBITDA	$	85.0	$	34.6	$	50.4	146	%

(21) Includes ~~the~~amortization ~~changes in fair value~~ of ~~warrant~~deferred ~~liability,~~financing ~~make-whole~~costs ~~provision of Exchangeable Notes and earnout consideration liability~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025 and 2024~~2026.

(32) The presented adjustments include amounts related to both the Company and its equity method investment in GPGI Holdings for the three months ended March 31, 2025.

~~The~~(3) Includes ~~following unaudited table presents~~ the ~~non-GAAP~~changes ~~earnings~~in ~~per~~fair ~~share~~value ~~and reconciliation~~ of ~~GAAP~~warrant ~~net~~liability, ~~loss~~and toderivative ~~non-GAAP~~liabilities ~~adjusted net income~~ for the ~~periods~~three ~~indicated~~months ~~below~~ended 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. AdditionallyMarch 31, ~~the below table includes Class B shares to eliminate the impact of the Company's historical Up-C structure~~2025.

43(4) Husky Transaction costs for the three months ended March 31, 2026 primarily include advisory, legal and other professional fees incurred in connection with the Husky business combination.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands) except per share amounts
Basic:
Net loss	$	(174,696)	$	(85,474)	$	(179,329)	$	(34,804)
Add: Provision for income taxes	29,804		629		55,046		51
Add: mark-to-market adjustments (1)	174,877		108,404		209,883		109,846
Add: stock-based compensation	5,882		5,634		16,788		15,269
Less: Proforma Management fees (2)	—		(3,379)		(2,045)		(9,906)
Add: Additional earnout cost	4,967		—		4,967		—
Add: Transaction cost	2,806		—		2,806		—
Add: Secondary offering transaction costs	—		—		—		586
Add: Debt refinance costs	—		225		—		225
Add: Resolute transactions costs	—		2,726		—		2,726
Add: Spin-Off costs	—		—		5,452		—
Adjusted net income before tax	43,640		28,765		113,568		83,993
Income tax expense (3)	9,649		6,248		25,110		18,243
Adjusted net income : Basic	$	33,991	$	22,517	$	88,458	$	65,750
Common shares outstanding used in computing net income per share, basic:
Class A and Class B common shares (4)	110,265		82,222		105,280		81,303
Adjusted net income per share - basic	$	0.31	$	0.27	$	0.84	$	0.81
Diluted:
Adjusted net income	$	33,991	$	22,517	$	88,458	$	65,750
Add: Interest on Exchangeable Notes, net of tax (6)	—		1,781		—		5,343
Adjusted net income used in computing net income per share, diluted	$	33,991	$	24,298	$	88,458	$	71,093
Common shares outstanding used in computing net income per share, diluted:
Warrants (5)	1,746		8,094		1,393		8,094
Exchangeable Notes (6)	—		13,000		—		13,000
Equity awards	5,070		3,544		4,114		2,915
Total shares outstanding used in computing net income per share - diluted	117,081		106,860		110,787		105,312
Adjusted net income per share - diluted	$	0.29	$	0.23	$	0.80	$	0.68

(5) Spin-Off costs for the three months ended March 31, 2025 represent deal‑related expenses incurred in connection with the Spin-Off completed on February 28, 2025.

(16) Depreciation ~~Includes~~and ~~the~~amortization ~~changes~~includes in$46.8 million of acquisition‑related fair value ofstep‑ups ~~warrant~~related ~~liability,~~to ~~make-whole~~the ~~provision~~Husky ofTransaction ~~Exchangeable~~for ~~Notes~~the ~~and~~three ~~earnout~~months ~~consideration~~ended ~~liability~~March 31, 2026.

The following unaudited table presents the Adjusted EPS and reconciliation of GAAP net income (2loss) ~~Pro~~to ~~forma~~non-GAAP ~~Management~~Adjusted ~~Fees~~EPS ~~represent~~for ~~Management~~the ~~Fees~~periods ~~assuming~~indicated ~~full~~below ~~Management~~to ~~Fees~~reflect incurrent ~~all~~and ~~periods~~deferred ~~presented~~income tax expenses. The below

(3) Reflects current and deferred income tax expenses. For the three and nine months ended September 30, 2024 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 three and nine months ended September 30, 2025, it was calculated by applying the Company's assumed effective tax rate. 34

~~(4)~~GPGI, ~~Assumes~~INC. ~~Class~~Item A2. ~~and~~Management’s ~~Class~~Discussion Band ~~shares~~Analysis ~~participate~~of inFinancial ~~earnings~~Condition and ~~are~~Results ~~outstanding~~of atOperations ~~the~~($ ~~end~~amounts ofin ~~the~~millions, ~~period.~~except share data)

~~(5)~~presentation ~~Assumes~~does ~~treasury~~not ~~stock~~include ~~method,~~a ~~valuation~~full attax ~~assumed fair market value of $17~~provision.30 ~~and~~The ~~$13.99~~Company ~~for~~applies ~~the~~a ~~three~~blended ~~and~~tax ~~nine~~rate ~~months~~to ~~ended~~its ~~September 30,~~income ~~2025,~~before ~~respectively~~taxes and ~~$18.00~~to ~~for~~all ~~the three and nine months ended September 30, 2024~~adjustments.

(6) 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 three and nine months ended September 30, 2025.


	Three Months Ended March 31,
	2026		2025
Basic:
Net income (loss)	$	(235.0)	$	21.5
Add: Provision for income taxes	6.8		27.0
Income (loss) before income taxes	(228.2)		48.5
Add: mark-to-market adjustments (1)	—		(29.2)
Add: stock-based compensation	3.9		5.7
Add: Debt refinance costs and loss on debt extinguishment	106.8		—
Add: Husky Transactions costs	92.9		—
Add: Loss on remeasurement of TRA liability	21.9		—
Add: Foreign exchange (gain) loss	(2.3)		—
Add: Severance costs	0.6		—
Add: Loss on disposal of assets	0.6		—
Add: Spin-Off costs	—		5.0
Add: Purchase accounting amortization and depreciation	46.8		—
Adjusted net income (loss) before tax	43.0		30.0
Income tax expense (2)	10.3		1.6
Adjusted net income: basic	$	32.7	$	28.4
Common shares outstanding used in computing adjusted net income per share, basic:
Class A common shares	269,993,148		102,039,611
Adjusted EPS - basic	$	0.12	$	0.28

Diluted:
Adjusted net income - diluted	$	32.7	$	28.4

Adjusted net income used in computing net income per share, diluted	32.7		28.4
Common shares outstanding used in computing adjusted net income per share, diluted:
Warrants (3)	—		9,878,000
Equity awards	4,391,631		3,533,000
Total shares outstanding used in computing net income per share - diluted	274,384,779		115,450,611
Adjusted EPS - diluted	$	0.12	$	0.25

44(1) Includes the changes in fair value of warrant liability and earnout consideration liability for three months ended March 31, 2025.

(2) Reflects current and deferred income tax expenses. For the three months ended March 31, 2025 it was calculated using the Company's blended tax rate. For the three months ended March 31, 2026, it was calculated by applying the Company's assumed effective tax rate.

(3) Assumes treasury stock method, valuation at assumed fair market value of $14.47 for the three months ended March 31,2025.


GPGI, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
($ amounts in millions, except share data)

Critical Accounting Policies and Estimates

Critical accounting policies are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.

December 31, 2024.

In addition to the accounting policies detailed in the Company's Annual Report on Form 10-K for the year ended

December 31, 2024, as a result of the Spin-Off of Resolute Holdings, which occurred on February 28, 2025, and resulting from Holdings entering into the 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. The accounting policy for the equity method of accounting applied by the Company is disclosed in Note 2 of the Notes to Financial Statements - unaudited in Item 1.

Recently Adopted Accounting Policies

Reference is made to Note 2 of Notes to Condensed Consolidated Financial Statements -(Unaudited) ~~unaudited~~ in Item 1, “Financial Statements,” for information concerning recent accounting pronouncements since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

information concerning recent accounting pronouncements since the filing of the Company’s Annual Report on Form 10-K

for the year ended December 31, 2024.

Liquidity and Capital Resources

~~CompoSecure, Inc.~~GPGI's primary sources of liquidity are its existing cash and cash equivalents balances, proceeds from the exercise of warrants, funding from its wholly owned subsidiary, GPGI Holdings, which are treated as distributions from GPGI Holdings to the Company and potential proceeds from the sale of stock. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as ~~D&O~~directors and officers insurance, professional fees, and stock exchange listing fees. GPGI 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. GPGI Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).

As of ~~September~~March 3031, ~~2025~~2026, ~~the~~GPGI, ~~Company~~Inc. had cash and cash equivalents of $~~127~~6.45 million and GPGI Holdings had cash and cash equivalents of $97115.21 million, ~~investment in US treasury bills of $40.7 million~~ and total debt principal outstanding of $~~190~~2,175.0 million. As of December 31, ~~2024~~2025, ~~the Company~~GPGI, ~~including~~Inc. had cash and cash equivalents of $114.6 million and GPGI Holdings, had cash and cash equivalents of $77157.50 million, investment in US treasury bills of $41.1 million and total debt principal outstanding of $~~197~~186.53 million. The decrease in cash and cash equivalents ~~and~~of ~~debt~~GPGI ofwas due to the ~~Company~~investment ~~resulted~~in ~~from~~GPGI Holdings to fund the ~~adoption~~Husky ofTransaction. ~~equity~~The ~~method~~decrease ~~accounting~~in ~~presentation~~cash ~~for~~and cash equivalents and short-term investments at GPGI Holdings onand ~~February~~the ~~28,~~increase ~~2025~~in debt was as a result of funding the ~~Spin-Off~~Husky ~~and Management Agreement~~Transaction.

The Company believes that available cash and cash equivalents atas ~~September~~of March 3031, ~~2025~~2026 of $976.25 million are sufficient to meet the liquidity needs of the Company. The Company anticipates that to the extent that the Company, ~~and/or~~including GPGI Holdings, requires additional liquidity, it will be funded through borrowings on GPGI 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 itGPGI, Inc. or GPGI Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of ~~the~~GPGI, ~~Company~~Inc. and GPGI Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of GPGI Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, ~~the~~we ~~Company~~ cannot be assured that GPGI 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~~GPGI, ~~Company~~Inc. and GPGI Holdings. ~~The~~We ~~Company~~have ~~has~~ announced plans to use acquisitions as part of ~~its~~our growth strategy. As ~~the~~we ~~Company~~pursue ~~has pursues~~ acquisitions, ~~the~~GPGI, ~~Company~~Inc. and/or GPGI Holdings may incur additional equity or debt ~~financings~~ to complete such acquisitions.

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 GPGI Holdings' previously outstanding 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 Company's Consolidated Financial Statements included in Item 8 of the 2025 Annual Report.


GPGI, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
($ amounts in millions, except share data)

On January 14, 2026, following the completion of the Husky Transaction, GPGI 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 million of 5.625% senior secured notes due 2033 (the "Notes"), and the establishment of (ii) a new $1.2 billion term loan facility maturing in 2033 (the "New Term Loan"), and (iii) $400 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 Company's Consolidated Financial Statements included in Item 8 of the 2025 Annual Report.

These financing activities resulted in a significant modification of GPGI Holdings’ capital structure, extended its overall debt maturity profile, and increased available liquidity under the New Revolving Facility. As a result of the refinancing, the Company entered 2026 with a higher level of long‑term indebtedness, which is expected to result in increased cash interest outflows during the year. However, the revised capital structure provides enhanced financial flexibility through longer‑dated maturities and a more scalable credit platform that supports the combined operations of GPGI Holdings following the Husky Transaction. In addition, the refinancing simplified GPGI Holdings’ debt structure by consolidating multiple legacy facilities into a more streamlined structure intended to support the Company’s long‑term strategic and operating objectives.

The Company continues to evaluate its capital allocation priorities, including deleveraging GPGI 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 March 31, 2026, 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 GPGI Holdings, and available debt capacity under the New Revolving Facility, or other equity or debt sources as may be needed.

Net Cash (Used in) Provided by Operations

Cash used in the Company’s operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $852.96 million, as compared to cash provided by operating activities of $953.40 million during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The decrease in cash provided by operating activities of $~~104~~55.36 million was primarily attributable to ~~decreases~~the indeconsolidation ~~net loss~~ of ~~$144.5~~GPGI ~~million,~~Holdings ~~non-cash~~after ~~charges~~execution of ~~$18.6~~the ~~million~~CompoSecure ~~and~~Management ~~equity in net income of Holdings of $93.4 million. These decreases were partially offset by a distributions from Holdings of $21.7 million~~Agreement, analong ~~increase~~with inthe ~~working~~Husky ~~capital of $28~~Transaction.~~9 million and changes in mark to market fair values of $100.0 million.~~

Net Cash Used in Investing

Cash used in the Company’s investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $602,016.78 million, ~~primarily~~compared ~~related~~ to cash ~~and~~used ~~cash~~in ~~equivalents~~investing ~~that~~activities ~~were~~of ~~deconsolidated~~$60.7 asmillion aduring ~~result of~~ the ~~Spin~~three-~~Off~~months ~~and~~ended ~~commencement~~March 31, of2025. ~~the~~The ~~Management~~decrease ~~Agreement~~in ~~compared to~~ cash used inby investing activities ~~for the nine months ended September 30, 2024~~ of $51,956.51 million ~~which~~ was primarily ~~attributable~~due to ~~purchases~~the ofinvestment ~~equipment~~in GPGI Holdings for the Husky Transaction.

Net Cash Provided by (Used in) Financing

Cash provided by the Company’s financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was $~~119~~1,961.53 million, compared to cash used in the Company's financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 of $7810.53 million. ~~Cash~~The increase in cash provided by financing activities for the three months ended March 31, 2026 was due to the issuance of the PIPE shares for the Husky Transaction. Cash used in financing activities for the ~~nine~~three months ended ~~September~~March 3031, 2025 primarily related to $15.3 million of payments for taxes related to net share settlement of equity awards, offset by proceeds from the exercise of warrants of $~~154.~~4 ~~million offset by $18~~.09 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 $4.7 million. Cash used in financing activities for the nine months ended September 30, 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 $10.3 million, dividends to holders of the Company's Class A Common Stock of $8.9 million, payments for taxes relating to net settlement of vested RSUs of $8.5 million, deferred financing cost relating to debt modification of $1.9 million and payment of tax receivable agreement liability of $1.3 million These uses were partially offset by proceeds of $2.9 million from the exercise of stock options and issuance of shares for ESPP transactions.

Contractual Obligations

A summary of the minimum contractual obligations of ~~Holdings~~GPGI, Inc. relating to its material outstanding contractual commitments is included in ~~Notes~~Note 7, 8 ~~and 16~~ of our ~~Annual~~March ~~Report on Form 10-K for the year ended December~~ 31, ~~2024~~2026 asCondensed ~~filed~~Consolidated ~~with~~Financial ~~the SEC~~Statements. ~~Holdings~~GPGI, Inc. long-term contractual obligations include commitments and estimated purchase obligations entered into in the normal course of business. The Company did not have any material contractual obligations.


GPGI, INC.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
($ amounts in millions, except share data)

Financing

The Company is party to the ~~Holdings~~New ~~Credit~~Term Loan and the New Revolving Facility with various banks. For more information on ~~the~~ GPGI Holdings' ~~Credit~~historical ~~Facility~~debt, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 67 to the Company's financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024,~~2025 filed with the SEC on March 512, ~~2025~~2026.


GPGI, INC.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
($ amounts in millions, except share data)

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

InGPGI ~~addition~~Holdings touses ~~existing~~variable‑rate ~~cash~~debt ~~balances~~to ~~and~~finance ~~cash~~its ~~provided~~operations. byFollowing ~~operating~~the ~~activities~~deconsolidation ofon ~~Holdings~~February 28, ~~Holdings~~2025, ~~uses~~the ~~variable~~Company ~~rate~~has ~~debt~~no tomaterial ~~finance~~direct ~~its~~exposure ~~operations. Holdings is exposed~~ to interest ‑rate risk onother ~~these~~than ~~debt~~on ~~obligations~~cash and acash ~~related~~equivalents ~~interest~~and ~~rate~~short-term ~~swap agreement~~investments. AsThe ofquantitative ~~September 30,~~sensitivity ~~2025,~~below ~~Holdings~~pertains ~~had~~to ~~$190.0~~GPGI ~~million~~Holdings inand ~~debt~~is ~~outstanding~~presented ~~under~~because ~~the~~GPGI Holdings’ ~~Credit~~results ~~Facility,~~are ~~all~~reflected ofin ~~which~~the ~~was~~Company’s ~~variable~~earnings ~~rate~~in ~~debt.~~equity method investment.

~~The~~GPGI ~~Company~~Holdings ~~performed~~is aexposed ~~sensitivity~~to ~~analysis~~interest ~~based~~rate risk on ~~the~~these ~~principal amount of Holdings~~ debt ~~outstanding~~obligations. asAs of ~~September~~ March 3031, ~~2025~~2026, asGPGI ~~well as the effect of the~~ Holdings ~~interest~~had ~~rate swap agreement. In this sensitivity analysis~~$2, ~~the change in interest rates is assumed to be applicable for an entire year~~175.0 Anmillion ~~increase or decrease of 100 basis points~~ in ~~the~~debt ~~applicable~~outstanding ~~interest~~, ~~rate would cause an increase or decrease in interest expense~~ of ~~approximately~~which $1,275.90 million onwas anvariable ~~annual~~rate ~~basis~~debt.

OnThe ~~January~~Company ~~11,~~performed ~~2022,~~a sensitivity analysis based on the principal amount of GPGI Holdings' ~~entered~~debt ~~into~~outstanding anas ~~interest~~of ~~rate~~March 31, ~~swap~~2026. ~~agreement~~In tothis ~~hedge~~sensitivity ~~forecasted~~analysis, the change in interest ~~rate~~rates ~~payments~~is onassumed ~~its~~to ~~variable~~be ~~rate~~applicable ~~debt~~for an entire year. AsAn increase or decrease of ~~September 30,~~100 ~~2025,~~basis ~~Holdings~~points ~~had~~in the ~~following~~applicable interest rate ~~swap~~would ~~agreements~~cause (an increase or decrease in ~~thousands):~~interest expense of approximately $12.1 million on an annual basis.

Effective Dates	Notional Amount		Fixed Rate
	($ in thousands)
December 5, 2023 through December 22, 2025	$	125,000	1.90	%

~~Under the terms of the interest rate swap agreement~~GPGI, ~~Holdings~~INC. ~~receives~~Item ~~payments~~4. ~~based~~Controls onand ~~the~~Procedures ~~greater~~($ ofamounts ~~1-month~~in ~~SOFR~~millions, ~~rate~~except orshare ~~a minimum of 1.00%.~~ data)

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 the its financial statements.

Item 4. Controls and Procedures

~~Evaluation of~~ Disclosure Controls and Procedures

WeOur ~~designed~~management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as ~~such~~of March 31, 2026. The term is“disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act toof ~~provide~~1934, ~~reasonable~~as ~~assurance~~amended (the "Exchange Act"), means controls and other procedures that are designed to ensure that information required to be disclosed by usa company in the reports wethat ~~file~~it files or ~~submit~~submits under the Exchange Act is ~~(i)~~ recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and ~~(ii)~~procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the Company’s management, including ~~our~~its principal executive ~~officer~~ and principal financial ~~officer~~officers, as appropriate to allow timely decisions regarding required ~~disclosures~~disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Under the supervision of and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures as of September 30, 2025. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures as of September 30, 2025 were functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosures.

A control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. We do not expect that our disclosure controls and procedures or our internal control over financial reporting are able to prevent with certainty all errors and all fraud.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2025~~2026 which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4840


GPGI, INC.
Part II. Other Information
($ amounts in millions, except share data)

Part II. Other Information

Item 1. Legal Proceedings

AsThe ofinformation ~~October~~required ~~30,~~by ~~2025,~~this ~~the~~item ~~Company~~is ~~was~~set ~~not~~forth aunder ~~party~~Note to8, ~~nor~~Commitments ~~were~~and ~~any~~Contingencies of ~~its properties~~ the ~~subject~~Notes ~~of,~~to ~~any~~the ~~material~~Consolidated ~~pending~~Interim ~~legal~~Financial ~~proceedings~~Statements, ~~other~~which ~~than~~is ~~ordinary~~incorporated ~~routine~~by ~~claims~~reference ~~incidental~~into tothis ~~the~~Part ~~business~~II, Item 1.

Item 1A. Risk Factors

~~Summary~~Other ofthan as described herein, there have been no material changes to the Risk Factors described in Part I Item 1A. “Risk Factors” in our 2025 Annual Report.

An Global ~~investment~~economic ~~in our securities involves substantial risk. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors~~conditions,” ~~alone~~including orgeopolitical inconflict ~~combination~~and ~~with other events or circumstances~~instability, ~~may~~give ~~have~~rise ato ~~material~~operating ~~adverse effect on our business, cash flows, financial condition~~ and ~~results~~market ofrisk ~~operations~~exposure. ~~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~~Economic ~~Related~~conditions around the world, and in certain industries and geographic regions in which the Company does business, impact sales price and volume and the efficacy of the Company's supply chain. For example, long-term market uncertainty, economic impacts driven by trade policies and inflationary pressures, and higher input costs have reduced demand for the Company's products and have led to ~~our~~shipping ~~Business~~and payment delays. Adverse economic conditions have also caused supply chain constraints. These factors have had and are continuing to have a negative impact on the Company's results of operations. Additionally, political conditions or tensions; war, invasion or conflict, including new and ongoing conflicts in the Middle East, such as the recent conflict between the United States, Israel and Iran, which began in February 2026 and has resulted in volatility and disruption of the global energy market and increased prices for raw materials, and the ongoing conflict between Russia and Ukraine; terrorism; epidemics; pandemics; or political instability in the geographic regions or industries in which the Company operates or sells its products, have created and could continue to create volatility in global demand and the timing of orders for the Company's products, and have disrupted and could continue to disrupt the supply chains, assets or operations of the Company and/or its joint ventures. The situation remains fluid and the ongoing conflicts may result in additional economic sanctions or other measures. These factors have had, and may continue to have, negative impacts on the Company’s financial condition, results of operations and cash flows. These impacts have included and may continue to include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on and availability of raw materials and energy; and heightened cybersecurity threats. The intensity and duration of conflicts in the Middle East, including the recent conflict between the United States, Israel and Iran, and the potential for the expansion of hostilities in the region, are difficult to predict and could further disrupt the Company's supply chains and operations, which could have a negative impact on the Company's results of operations. In addition, volatility and disruption of financial markets have limited and could continue to limit the ability of the Company’s customers and suppliers to obtain adequate financing to maintain operations, which could result in a decrease in sales volume and have a negative impact on the Company’s results of operations. If the Company fails to effectively manage such risks, it could have a negative impact on its results of operations.

◦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 may not be able to recruit, retain and develop qualified personnel, including for areas of newer specialized technology which could adversely affect our ability to grow our business.

◦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.

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

◦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.

◦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.

◦Escalating U.S. tariffs or other trade restrictions on the imported raw materials we depend on, and any retaliatory measures by other countries, could drive up our costs and materially harm our revenue, margins and overall results of operations.

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

•Risks Related to the Tungsten Transaction

◦Although we are no longer a "controlled company" within the meaning of the New York Stock Exchange rules, we are relying on exemptions from certain corporate governance requirements during a one-year transition period.

•Risks Related to Management Agreement

◦Our reliance on Resolute Holdings for management services under the Management Agreement exposes us to risks including those related to Resolute Holdings' substantial influence over our business, operations, and strategy.

•Risks Related to our Indebtedness

◦Our indebtedness may limit our operating flexibility.

◦Upon the occurrence of an event of default in our credit facility, the lenders could elect to accelerate payments due and terminate all commitments to extend further credit.

◦The debt outstanding under the Company's existing credit facility has a variable rate of interest that is currently based on the Secured Overnight Financing Rate (“SOFR”). These rates may have consequences that cannot be reasonably predicted and may increase the Company's cost of borrowing in the future.

•Risks Related to the ownership of our Securities

◦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.

◦Provisions in our charter (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.

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

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

◦The warrants, each of which entitles the registered holder to purchase one share of the Company’s Class A Common Stock at a price of $7.97 per share (as adjusted effective February 28, 2025) (the "Warrants") may not remain in the money, and they may expire worthless.

Investing in our securities involves risks. Before you make a decision to buy 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.

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, in 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, trade policy, including the imposition of and changes in tariffs, counter-tariffs, and other trade restrictions, 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 the current or prior fiscal periods 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.

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

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 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 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.

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 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 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 at all. Furthermore, any material breach of our security systems could harm our competitive position, result in a loss of customer trust and confidence, 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 results of operations.

System outages, data loss or other interruptions affecting our operations 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 at our primary production facility may adversely affect our business, results of operations and/or financial condition.

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.

Our future growth may depend upon our ability to develop, introduce, manufacture and commercialize new products, which can be a lengthy and complex process. If we are unable to introduce new products and services in a timely manner, our business could be materially adversely affected.

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, including due to the imposition of or increases in tariffs on countries from which we import necessary materials, 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 the FTX bankruptcy), 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, such cases generally have not provided additional clarity in the U.S. with respect to the regulation of 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 SEC enforcement actions have been court cases, and to the extent that courts have rendered opinions concerning any such enforcement actions, those opinions, and the reasoning in support of them, have not necessarily been consistent with one another. In addition, although the SEC recently has agreed to dismiss or otherwise pause several high-profile digital asset-related enforcement actions, in addition to closing certain previously announced investigations, withdrawing certain proposed rule changes (including a previously introduced proposed rule change concerning the definition of "exchange") and issuing staff guidance regarding certain digital asset-related guidance, this shift in approach has not resolved all uncertainty concerning the application of the U.S. federal securities laws to digital assets and digital asset market participants.

While actions taken by President Trump and certain U.S. federal regulators following Trump's January 2025 inauguration have appeared to signal a much more favorable U.S. governmental approach (as compared to the immediately prior U.S. presidential administration) 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.

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.

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, particularly in the case of immutable smart contracts.

In addition, U.S. federal and state agencies are likely to continue to propose new or otherwise modify existing rules and guidance applicable to digital assets. Recent expedited rulemaking efforts by U.S. federal and state regulators and foreign authorities may result in new obligations or restrictions for digital asset market participants, including wallet providers, with little advance notice. These changes could require rapid adaptation of our Arculus products and services, compliance policies and procedures, and any failure by Arculus to comply with any applicable obligations---whether as a result of uncertainty or operational constraints---could subject our Arculus business to penalties, enforcement actions, or limitations on its activities. It is also possible that, in the wake of an apparent shift to fewer digital asset-related enforcement actions by U.S. federal regulators under the Trump Administration, U.S. state regulators and private plaintiffs may continue or increase the number of actions (and/or investigations) initiated by them against digital asset market participants or otherwise in respect of digital assets.

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. Certain foreign jurisdictions, including the European Union through its Markets in Crypto-Assets Regulation (MiCA), have recently adopted or proposed rules specific to stablecoins, non-fungible tokens (NFTs), and other emerging asset types. Regulatory developments in these areas may restrict the functionality or our Arculus digital asset products or services outside the U.S., limit support for certain assets or functionalities in the Arculus Cold Storage Wallet, or impose new licensing, registration or compliance requirements on our Arculus business. 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 - or a transaction in a 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 transaction in 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.

In order to determine whether a particular digital asset is a security (or whether transactions in such digital assets would constitute offers or sales of a security), prior to supporting purchase and swap transactions on the Arculus Cold Storage Wallet in such digital asset, we rely upon legal and regulatory analysis of legal counsel with expertise in the digital asset industry. While the methodology we have used, and expect 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.

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 (or transactions in 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 (or transaction in such digital asset) 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, where such digital assets or transactions in such digital assets are characterized as securities under the U.S. federal securities laws 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.

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.

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

Companies in our industry 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 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 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.

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.

Our revenue and operations may be materially and adversely affected by tariffs and other restrictions on imported goods that have been, and may continue to be, imposed by the U.S. government.

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. 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, the U.S. has announced, delayed, re-imposed, and revised a series of broad-based, as well as country-, bloc-, and sector-specific tariffs on goods imported to the United States, as well as other trade policy changes. For example, the Trump administration has instituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including several rounds of significant increase in tariffs on goods imported into the U.S., and has signaled further changes in trade policy which may include more stringent 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, including any retaliatory tariffs that may be imposed by other countries on U.S. exports, as well as uncertainties surrounding domestic and foreign tariffs and 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 also 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.

We have historically derived approximately 15-20% of our annual net 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;

• changes in trade policy, including the imposition of and changes in tariffs and other trade restrictions; 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.

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.

Risks Related to the Resolute Holdings Management Agreement

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

Pursuant to the Management Agreement between Holdings and Resolute Holdings, Resolute Holdings exercises substantial influence over our business, 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 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 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 (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 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 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 New York Stock Exchange 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 does not create a mutually exclusive relationship between Holdings and Resolute Management.

The Management Agreement and the obligations thereunder to provide Holdings with management services does not create a mutually exclusive relationship between Resolute Holdings, on the one hand, and any of the companies that Resolute Holdings manages, including 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, 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 may be terminated by Resolute Holdings or Holdings, and a termination fee may be payable in certain circumstances.

The Management Agreement has an initial term of 10 years, following which it will be subject to automatic renewal for successive 10-year periods. Resolute Holdings may terminate the 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 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 Holdings 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 — Recent Developments.”

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

The Management Agreement does not impose on Resolute Holdings 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, and under the Management Agreement, Resolute Holdings does not assume any responsibility other than to render to Holdings the services called for thereunder in good faith. Under the terms of the 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, us or our stockholders for any acts or omissions performed in accordance with and pursuant to, or in furtherance of, the Management Agreement. Holdings has 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 its officers, employees or affiliates performed in accordance with, pursuant to or in furtherance of the Management Agreement) arising from any acts or omissions performed in good faith in accordance with, pursuant to, or in furtherance of the 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 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 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, 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.

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 completed in December 2021, 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 such transaction and (B) upon sales or exchanges of Holdings Units pursuant to the Exchange Agreement after such transaction, (ii) certain increases in tax basis that occurred as a result of (A) such transaction and (B) sales or exchanges of Holdings Units pursuant to the Exchange Agreement after such transaction, 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 we elect 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 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 Indebtedness

Holdings has a substantial amount of indebtedness, which may limit our operating flexibility and could adversely affect our business, financial condition and results of operations.

Holdings had approximately $197.5 million of indebtedness as of December 31, 2024, consisting of amounts outstanding under its senior secured credit facility. This indebtedness could have important consequences to our investors, including, but not limited to:

•increasing our vulnerability to, and reducing our flexibility to respond to, general adverse economic and industry conditions;

•requiring the dedication of a substantial portion of cash flow from operations to servicing debt, including interest payments and excess cash flow prepayment obligations;

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

•limiting the ability to borrow additional funds and increasing the cost of any such borrowing.

The interest rates in this credit facility are set based upon stated margins above the lender’s base rate and the SOFR, an interest rate at which banks can borrow funds, which is subject to fluctuation. In addition, the interest

rate margin applicable to the term loan and revolving loans can vary by one hundred (100) basis points depending on total leverage ratio. An increase in interest rates would adversely affect our profitability.

Upon the occurrence of an event of default relating to the Holdings' credit facility, the lenders could elect to accelerate payments due and terminate all commitments to extend further credit.

Under the Holdings' credit facility, upon the occurrence of an event of default, the lenders will be able to elect to declare all amounts outstanding under the credit agreement to be immediately due and payable and terminate all commitments to lend additional funds. If Holdings is unable to repay those amounts, the lenders under the credit agreement could proceed to foreclose against the collateral that secures that indebtedness. Holdings has granted the lenders a security interest in substantially all of its assets.

The debt outstanding under the Holdings credit facility has a variable rate of interest that is based on the SOFR which may have consequences for us that cannot be reasonably predicted and may increase our cost of borrowing in the future.

In 2023, Holdings amended its credit facility to transition from bearing interest based on London Interbank Offered Rate (“LIBOR”) to SOFR. The use of SOFR-based rates may result in interest rates and/or payments that are higher or lower than the rates and payments that we experienced under LIBOR. Additionally, the future performance of SOFR cannot be predicted based on historical performance and the future level of SOFR may have little or no relation to historical 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.

The Holdings credit facility contains restrictive covenants that may impair its ability to conduct business.

The Holdings credit facility contains operating covenants and financial covenants that may in each case limit management’s discretion with respect to certain business matters. Holdings must comply with a maximum senior secured leverage ratio and a minimum debt service coverage ratio. Among other things, these covenants restrict Holdings’ (and our) 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 may be limited in how we conduct our business and we may be unable to raise additional debt or other financing to compete effectively or 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. Holdings may not be able to maintain compliance with these covenants in the future and, if it fails to do so, it may not be able to obtain waivers from the lenders and/or amend the covenants, which may result in foreclosure of its assets. See Note 6 of Notes to Consolidated Financial Statements in this report for additional information.

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, Inc. has no direct operations and no significant assets other than the ownership of its subsidiaries, which operate the Company’s business. CompoSecure, Inc. depends on profits generated by its subsidiaries’ business for debt repayment and to generate the funds necessary to meet its other financial obligations, including our expenses as a publicly traded company, and to pay any dividends with respect to our capital stock. 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 New York Stock Exchange 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 New York Stock Exchange in the future. If our securities are delisted from the New York Stock Exchange, 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.

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 increase once we are no longer 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 New York Stock Exchange, have increased the costs and the time that must be devoted to compliance matters.

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 expect to cease to be an "emerging growth company" at the end of 2025.

Although we are no longer a "controlled company" within the meaning of the New York Stock Exchange rules, we are relying on exemptions from certain corporate governance requirements during a one-year transition.

Because Tungsten no longer holds a majority of our Class A Common Stock, we are no longer a "controlled company" under the Sarbanes-Oxley Act and the New York Stock Exchange listing rules. Pursuant to the phase-in periods stipulated by the New York Stock Exchange listing rules, we are required to be in compliance with certain New York Stock Exchange corporate governance requirements within one year following the date of our loss of "controlled company" status. These requirements include that we have (1) a board that is composed of a majority of "independent directors" as defined under the rules of the New York Stock Exchange and (2) compensation and nominating and governance committees composed entirely of independent directors. We are already required to have a fully independent audit committee.

We have been utilizing, and intend to continue to utilize, the one-year transition period described above to achieve full compliance with these New York Stock Exchange requirements. 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.

Additionally, our compensation and nominating and governance committees do not each currently consist entirely of independent directors. Accordingly, you do not, and during this transition period you will not, have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the New York Stock Exchange applicable to companies that are not "controlled companies."

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" at the end of 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 New York Stock Exchange.

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 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 of substantial amounts of our securities by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

◦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 New York Stock Exchange 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 technology stocks or the stocks of other companies which investors perceive to be similar 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, as of September 30, 2025, an aggregate of 3,236,509 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. Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting, and generally require 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 year in which we marked 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. We expect to cease to be an "emerging growth company" at the end of 2025.

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 fail to maintain or implement effective internal controls, we may not be able to report financial results accurately or on a timely basis, detect fraud, or 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.

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.

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.

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 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.

At September 30, 2025, Tungsten beneficially owned approximately 41% of the shares of our outstanding shares of Class A Common Stock. As a result of this control, Tungsten is able to influence matters requiring approval by our stockholders and/or our Board, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. Tungsten may also have interests that differ from the interests of other holders of our securities and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of the Company and may materially and adversely affect the market price of our securities. In addition, Tungsten may in the future own businesses that directly compete with the business of the Company.

Additionally, following the Spin-Off, our business, which we operate through Holdings, is managed by Resolute Holdings, a separate public company that is party to the Management Agreement with Holdings. Pursuant to the Management Agreement, Resolute Holdings has substantial influence over our business, operations and strategy. See "Risks Related to the Resolute Holdings Management Agreement."

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 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Unregistered~~On ~~Sales~~March 6, 2024, we announced that our Board of ~~Equity~~Directors (“Board”) had authorized a program to repurchase (“Repurchase Program”) up to $40.0 million (increased to up to $100 million in February 2025) in the aggregate of our outstanding shares of Class A Common Stock. The Repurchase Program is effective March 7, 2024 through March 7, 2027. Repurchases of securities under the Repurchase Program may be made from time to time, on the open market, in privately negotiated transactions, tender offers, or by other methods, at the discretion of the management of the Company in accordance with our governing documents, instruments governing our indebtedness, and other applicable legal requirements. Repurchases of shares of Class A Common Stock will be in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The timing and amount of the repurchases will depend on market conditions and other requirements. The Repurchase Program does not obligate the Company to repurchase any dollar amount of shares of Class A Common Stock and the Repurchase Program may be extended, modified, suspended, or discontinued at any time. 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.

On September 8, 2025, pursuant to the Agreement and Plan of Merger (the "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 4.3 million shares (as adjusted for the Spin-Off) of Class A Common Stock to certain current and former Holdings equity holders upon achieving a $17.10 volume-weighted average price per share of Class A Common Stock (as adjusted for the Spin-Off). The issued 41

73GPGI, INC. Part II. Other Information ($ amounts in millions, except share data)

~~shares~~There were ~~not~~no ~~registered~~repurchases under the ~~Securities~~Repurchase ~~Act~~Program ~~and~~during ~~were issued in reliance on~~ the ~~exemption~~quarter ~~from~~ended ~~registration~~March ~~requirements~~31, ~~provided~~2026. byAs ~~Section 4(a)(2)~~ of ~~the~~March ~~Securities~~31, ~~Act and/or Regulation D promulgated thereunder~~2026, as$87.8 amillion ~~transaction by an issuer not involving a public offering without any form~~ of ~~general~~the ~~solicitation,~~repurchase ~~advertising~~authorization orunder the ~~involvement~~Repurchase ofProgram ~~any~~remained ~~underwriters~~available.

Repurchases of Equity Securities

On March 6, 2024, we announced that our Board of Directors (“Board”) had authorized a program to repurchase (“Repurchase Program”) up to $40.0 million (increased to up to $100 million in February 2025) in the aggregate of our outstanding shares of Class A Common Stock or warrants (collectively, the “Securities”). The Repurchase Program is effective March 7, 2024 through March 7, 2027. Repurchases of Securities under the Repurchase Program may be made from time to time, on the open market, in privately negotiated transactions, tender offers, or by other methods, at the discretion of the management of the Company in accordance with our senior credit facility and Indenture for the Exchangeable Notes, as applicable, and other applicable legal requirements. Repurchases of Common Stock will be in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. The timing and amount of the repurchases will depend on market conditions and other requirements. The Repurchase Program does not obligate the Company to repurchase any dollar amount of Securities and the Repurchase Program may be extended, modified, suspended, or discontinued at any time. Any shares of Common Stock repurchased under the program may either be returned to the status of authorized but unissued shares of Common Stock or held as treasury stock. During the quarter ended September 30, 2025, the Company purchased an aggregate of 647,782 shares in open market transactions at an average price of $18.90 per share for an aggregate purchase price of approximately $12.2 million. These purchases were completed in August 2025. As of September 30, 2025, $87.8 million of the repurchase authorization under the Repurchase Program remained available.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended ~~September 30~~March 31, ~~2025~~2026, none of our directors or Section 16 officers adopted, modified, or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as those terms are defined in Regulation S-K, Item 408.


GPGI, INC.
Item 6. Exhibits
($ amounts in millions, except share data)

Item 6. Exhibits

Exhibit Index

Exhibit No.						Description
10.1*+						Amended and Restated CompoSecure, Inc. Non-Employee Director Compensation Policy, effective September 23, 2025.
2.1†						Agreement and Plan of Merger, dated April 19, 2021, by and among the Roman DBDR Tech Acquisition Corp., Roman Parent Merger Sub, LLC, CompoSecure Holdings, L.L.C., and LLR Equity Partners IV, L.P. as Member Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on April 19, 2021).
10.2*+						CompoSecure, Inc. Executive Severance Plan, adopted October 2025.
2.2						Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 25, 2021, by and among the Roman DBDR Tech Acquisition Corp., Roman Parent Merger Sub, LLC, and CompoSecure Holdings, L.L.C. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on May 25, 2021).
2.3						Separation and Distribution Agreement by and between CompoSecure, Inc. and Resolute Holdings Management, Inc. dated as of February 28, 2025 (incorporated by reference to Exhibit 2.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
3.1						Third Amended and Restated Certificate of Incorporation of CompoSecure, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on May 28, 2025).
3.2						Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of CompoSecure, Inc. (incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K (File No. 001-39687) for the year ended December 31, 2025, filed with the SEC on March 12, 2026.
3.3						Amended and Restated Bylaws of GPGI, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 21, 2026).
4.1						Indenture, dated as of January 14, 2026, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C., the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 14, 2026).
4.2						Form of Note representing the 5.625% Senior Secured Notes due 2033 (included as Exhibit A to Exhibit 4.2).
10.1						Investor Rights Agreement, dated as of January 12, 2026, by and between CompoSecure, Inc. and PE Titan CS Holdings L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 13, 2026).
10.2						Registration Rights Agreement, dated as of January 12, 2026, by and between CompoSecure, Inc. and PE Titan CS Holdings L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 13, 2026).

7443

10.3*+						Offer Letter between CompoSecure, L.L.C. and Mary Holt, dated October 9, 2025
31.1*						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following materials from CompoSecure, Inc.'s Form 10-Q for the quarter ended September 30, 2025, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024, (ii) Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2025 and September 30, 2024, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2025 and September 30, 2024, (iv) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2025 and September 30, 2024, (v) Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2025 and September 30, 2024, and (vi) Notes to Consolidated Financial Statements - Unaudited.
104						Cover Page Interactive Data File (embedded within the inline XBRL document)


GPGI, INC.
Item 6. Exhibits
($ amounts in millions, except share data)


10.3*†						Management Agreement, dated as of January 12, 2026, by and between Forge New Holdings, LLC and Resolute Holdings Management, Inc. (incorporated by reference to Exhibit 10.53 of the registrant's Annual Report on Form 10-K (File No. 001-39687) for the year ended December 31, 2025, filed with the SEC on March 5, 2025.

10.4						First Amendment to the Amended and Restated Waiver Agreement, dated as of January 12, 2026, by and among CompoSecure, Inc., Resolute Compo Holdings LLC and Tungsten 2024 LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 13, 2026).

10.5						Credit Agreement, dated as of January 14, 2026, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 14, 2026).

10.6*						Transition and Consulting Agreement, dated January 16, 2026, by and between the registrant and Jonathan Wilk.

16.1						Letter from Grant Thornton LLP to the U.S. Securities and Exchange Commission, dated January 12, 2026 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 12, 2026).

31.1*						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**						Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**						Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*						Interactive data files (formatted as Inline XBRL)

104*						Cover Page Interactive Data File (embedded within the inline XBRL document)

Filing Compare · GPGI, Inc.