CompoSecure (Nasdaq: CMPO) hits $17.10 milestone, issues 4.3M earnout shares

Rhea-AI Filing Summary

CompoSecure, Inc. issued an aggregate of 4.3 million shares of its Class A common stock as part of an earnout tied to its prior business combination. Under the original merger agreement, certain parties were entitled to additional consideration if the stock met specified price thresholds on or before the third and fourth anniversaries of that deal. The second-phase earnout condition was satisfied on September 8, 2025, when the Class A shares achieved a volume-weighted average price of $17.10 per share, adjusted for the February 28, 2025 spin-off of Resolute Holdings Management, Inc. This triggered delivery of the second-phase earnout shares to the eligible parties.

Insights

Equity & Capital Structure Analyst

CompoSecure triggered a second-phase earnout, issuing 4.3M new shares after meeting a stock price milestone.

The company completed a business combination in 2021 that included contingent consideration, or “earnouts,” payable in stock if Class A shares hit preset price levels by the third and fourth anniversaries of closing. The second-phase condition was achieved on September 8, 2025, when the stock reached a volume-weighted average price of $17.10 per share over the required period, adjusted for the earlier spin-off of Resolute Holdings Management, Inc.

This achievement caused CompoSecure to issue 4.3 million Class A shares to the entitled parties. While this increases the share count, the earnout is structurally a deferred part of the original merger consideration rather than a new financing. The milestone being met also reflects that the stock traded at or above the specified price threshold within the required timeframe under the merger agreement.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2025

CompoSecure, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-39687

85-2749902

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

309 Pierce Street Somerset, New Jersey						08873
(Address of Principal Executive Offices)						(Zip Code)

(908) 518-0500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common stock, par value $0.0001 per share

CMPO

Nasdaq Global Market

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

CMPOW

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

CompoSecure, Inc. (“CompoSecure” or the “Company”) completed its previously reported business combination on December 27, 2021, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 19, 2021 (the “Business Combination”). Pursuant to the Merger Agreement, as disclosed in CompoSecure’s SEC filings, certain parties have the right to receive additional consideration upon the achievement of specified stock price thresholds for the Company’s Class A common stock in two phases on or prior to the third and fourth anniversaries of the completion of the Business Combination. As previously disclosed, the earnouts under the first phase were achieved on December 13, 2024. The earnouts under the second phase were achieved on September 8, 2025 and the Company issued an aggregate of 4.3 million shares (as adjusted for the Company’s spin-off of Resolute Holdings Management, Inc. on February 28, 2025 (the “Spin-Off”) of its Class A common stock in connection with the achievement of the second earnout threshold, being a $17.10 volume-weighted average price per share (as adjusted for the Spin-Off transaction) over the required time period prior to the fourth anniversary of the completion of the Business Combination.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

			CompoSecure, Inc.
Date: September 10, 2025			By:			/s/ Steven J. Feder
			Name:			Steven J. Feder
						General Counsel & Corporate Secretary

FAQ

What event did CompoSecure (CMPO) report in this 8-K?

CompoSecure reported that the second-phase earnout under its prior business combination was achieved, resulting in the issuance of 4.3 million shares of Class A common stock to eligible parties.

How many CompoSecure shares were issued for the second-phase earnout?

CompoSecure issued an aggregate of 4.3 million shares of its Class A common stock in connection with the achievement of the second earnout threshold.

What stock price milestone triggered CompoSecure’s second earnout?

The second earnout was triggered when CompoSecure’s Class A common stock reached a $17.10 volume-weighted average price per share, adjusted for the spin-off, over the required time period.

How is the earnout related to CompoSecure’s earlier business combination?

The earnout arises from the April 19, 2021 merger agreement for CompoSecure’s business combination completed on December 27, 2021, which provided for additional consideration if specified stock price thresholds were met by the third and fourth anniversaries of closing.

What was the impact of the Resolute spin-off on the earnout terms?

The $17.10 stock price threshold and related calculations for the second-phase earnout were adjusted to reflect CompoSecure’s spin-off of Resolute Holdings Management, Inc. completed on February 28, 2025.

When were the first-phase earnout conditions for CompoSecure met?

The first-phase earnout conditions were previously achieved on December 13, 2024, as disclosed by CompoSecure.