CompoSecure, Inc. 8-K Filings

GPGI, Inc. reported that stockholders approved its plan to reincorporate the company from Delaware to Nevada by conversion at a special meeting held on June 4, 2026. This change shifts the company’s legal home state but does not, by itself, alter its operations or share structure.

Stockholders owning 267,948,144 shares of Class A common stock, representing about 92% of voting power as of the April 16, 2026 record date, were represented, providing a quorum. The reincorporation proposal passed with 171,505,308 votes for, 96,295,425 against, and 147,411 abstentions.

GPGI, Inc. reported first quarter 2026 results showing mixed performance across its portfolio. Pro Forma Adjusted Net Sales were $421.2 million, up 3% year over year, but GAAP net loss was $235.0 million due largely to Husky-related transaction, financing, and restructuring items.

Pro Forma Adjusted EBITDA was $82.1 million with a 19.5% margin, down from 23.8% a year earlier. Segment results diverged: CompoSecure delivered record Adjusted Net Sales of $130.4 million, up 25.6%, and Adjusted EBITDA of $47.6 million, up 36.8%, as the Resolute Operating System drove efficiency and growth. Husky, however, saw Pro Forma Adjusted Net Sales fall 5.2% to $290.8 million and Pro Forma Adjusted EBITDA drop 40.2% to $38.2 million, pressured by oil and resin price shocks, tariff uncertainty, and delayed customer orders.

The board declared a quarterly cash dividend of $0.0025 per share, payable June 1, 2026 to shareholders of record on May 18, 2026. For full year 2026, GPGI guided to Pro Forma Adjusted Net Sales of $1.95–$2.10 billion, Pro Forma Adjusted EBITDA of $550–$610 million, Pro Forma Adjusted Free Cash Flow of $275–$325 million, and year-end Non-GAAP Net LTM leverage of about 3.0x, assuming continued strength at CompoSecure and a second-half recovery at Husky.

GPGI, Inc. filed a Form 8-K to share that Executive Chairman Dave Cote is participating in a fireside chat at the 2026 J.P. Morgan Industrials Conference in Washington, D.C. The session is scheduled for March 16, 2026 at 1:45 p.m. EDT.

A live audio webcast and a replay will be available via the Events & Presentations section of GPGI’s investor relations website. The filing also includes a press release as an exhibit, which repeats the conference details and briefly describes GPGI’s multi-industry platform business.

GPGI, Inc. reported a strong fourth quarter and full year 2025 and issued upbeat 2026 guidance. For Q4 2025, Non-GAAP net sales were $118 million, up 17%, with GAAP net income of $43 million, up 189%, and Pro Forma Adjusted EBITDA of $43 million, up 41% and a 36.5% margin.

For full year 2025, Non-GAAP net sales were $462 million, up 10%, while the GAAP net loss was $136 million, a 48% improvement, and Pro Forma Adjusted EBITDA reached $171 million, up 24% with a 36.9% margin. The company completed its Husky Technologies business combination, rebranded to GPGI, refinanced debt, and initiated a quarterly dividend.

For 2026, GPGI targets Pro Forma Adjusted net sales of $2,183–$2,228 million, Pro Forma Adjusted EBITDA of $620–$650 million, Pro Forma Adjusted free cash flow of $325–$375 million, and Non-GAAP year-end net leverage below 3.0x, reflecting the combined CompoSecure and Husky operations.

GPGI, Inc. announced that its Board of Directors has declared a cash dividend of $0.0025 per share of its Class A common stock. The dividend will be paid to shareholders who are on record as of February 13, 2026, and is expected to be distributed on February 27, 2026. The company disclosed this action in connection with a press release filed as an exhibit.

CompoSecure, Inc. reported a broad leadership transition and related governance changes. Graham Robinson was appointed President and Chief Executive Officer of the CompoSecure business, effective January 22, 2026, while Jonathan C. Wilk departed as Chief Executive Officer, principal executive officer and director on January 21, 2026.

Mr. Wilk entered into a Transition and Consulting Agreement dated January 16, 2026. If he remains in service through January 1, 2027, he will receive a $750,000 consulting fee payable through that date, remain eligible for a 2025 incentive payment based on actual performance, continue to be eligible for restricted stock units and performance-based restricted stock units scheduled to vest on January 1, 2027, and receive an additional $750,000 cash payment when 2027 executive bonuses are paid. The Company will cover COBRA medical premiums for him and his dependents for two years from the transition date.

The Board designated Thomas R. Knott as principal executive officer and Kurt Schoen as principal financial and principal accounting officer, effective January 22, 2026, while Mary O. Holt continues as Chief Financial Officer of CompoSecure L.L.C. The Board also approved bylaw amendments to reflect the planned renaming of the company to GPGI, Inc., effective January 22, 2026.

CompoSecure, Inc. filed a prospectus supplement covering the resale by certain selling stockholders of 161,034,417 shares of its common stock under an existing automatic shelf registration statement on Form S-3ASR. This allows those stockholders to use the company’s SEC registration to potentially sell their shares into the market. The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1, together with a related consent and the cover page interactive data file.

CompoSecure, Inc. completed a major refinancing tied to its acquisition of Husky Technologies, replacing about $2.1 billion of debt with longer-dated, secured financings. The company’s subsidiary issued $900.0 million of 5.625% Senior Secured Notes due 2033, while a new Credit Agreement added a $1,200.0 million term loan facility maturing in 2033 and a $400.0 million revolving credit facility maturing in 2031.

The proceeds, together with borrowings under the new senior credit facilities, were used to refinance Husky’s existing indebtedness, pay related fees and expenses, and support the redemption of Husky’s $1.00 billion 9.000% Senior Secured Notes for approximately $1.04 billion. The new debt structure includes customary covenants, leverage-based incremental capacity, and a springing financial covenant on the revolver, giving CompoSecure a unified, secured capital structure following the Husky combination.

CompoSecure, Inc. completed its combination with Husky Technologies Limited, paying about $688.7 million in cash and issuing 54,978,334 Class A shares to the sellers. At closing, it also raised equity from PIPE investors through a private placement of 106,056,083 shares at $18.50 per share, for total proceeds of about $1.96 billion.

The company assumed Husky’s debt, including a $1,723.8 million term loan, a $350.0 million delayed draw term loan, a $50.0 million revolving facility and $1,000.0 million of 9.000% senior secured notes due 2029, and began refinancing these facilities. It also repaid and terminated its prior $330.0 million credit agreement.

CompoSecure granted Platinum’s affiliate board nomination and registration rights and put a 90‑day lock‑up on its holdings. A Husky-focused management agreement provides Resolute Holdings a quarterly fee of 2.5% of Husky Holdings’ last‑12‑months Adjusted EBITDA. Two Platinum executives, Louis Samson and Delara Zarrabi, joined the board, Ernst & Young LLP was appointed auditor for 2026, and the company plans to change its name to GPGI, Inc. effective January 22, 2026.

CompoSecure, Inc. reported that its stockholders approved the issuance of Class A common stock needed to complete previously announced transactions under a Share Purchase Agreement with Husky Technologies Limited and related Purchase Agreements with certain investors. At the record date on November 20, 2025, there were 126,411,164 common shares outstanding and entitled to vote. A quorum was reached, with 105,808,530 shares represented, or about 83.70% of the voting power. The stock issuance proposal passed by a wide margin, receiving 105,725,145 votes for, 21,482 against and 61,903 abstentions. The company states that the transactions are expected to close in January 2026, subject to customary closing conditions, including regulatory approvals, and cautions that various risks could affect timing and completion.

CompoSecure entered a definitive agreement to combine with Husky Technologies for approximately $3.953 billion in cash and 55,297,297 shares of Class A common stock, subject to customary adjustments and closing conditions. After closing, Husky will become an indirect wholly owned subsidiary.

To support the transaction, CompoSecure agreed to a concurrent private placement of common stock at $18.50 per share for an aggregate purchase price of about $1.96 billion, conditioned on the deal closing. Completion requires stockholder approval of the stock issuance, regulatory clearances, NYSE listing of the new shares, and other customary conditions. A Voting Agreement commits holders representing 41.3% of outstanding shares as of September 10, 2025 to vote in favor of the stock issuance.

Post‑closing governance will include Platinum Equity’s board nomination rights tied to ownership thresholds and lock‑up provisions for certain holders.

CompoSecure, Inc. (CMPO) announced it has called for redemption of all issued and outstanding Public Warrants trading as CMPOW under its Warrant Agreement. The redemption date is December 3, 2025.

Warrant holders may exercise their warrants only on a cashless basis at any time before 5:00 p.m. New York City time on December 3, 2025. Any warrants not exercised by the deadline will be canceled, and holders of those unexercised warrants will receive $0.01 per warrant and will no longer have the right to purchase Class A common stock.

The company attached a Notice of Redemption as Exhibit 99.1 providing procedures for cashless exercise.

CompoSecure, Inc. announced a definitive agreement to acquire Husky Technologies Limited for approximately $4.976 billion, payable in cash and shares of Class A common stock. In connection with the deal, CompoSecure agreed to sell approximately 106 million shares in a private placement at $18.50 per share, for aggregate proceeds of about $1.96 billion. The private placements are conditioned on the substantially concurrent closing of the business combination.

Upon closing, Husky will become a wholly owned subsidiary of CompoSecure Holdings, and Resolute Holdings Management, Inc. will enter into a management agreement with Husky on substantially the same terms as its existing agreement with CompoSecure Holdings, L.L.C. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions, including regulatory approval. CompoSecure plans to file a proxy statement to seek stockholder approval for the issuance of shares in connection with the transactions.

CompoSecure, Inc. (CMPO) furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025, accompanied by an investor presentation. The materials are included as Exhibits 99.1 (press release) and 99.2 (presentation), each dated October 31, 2025.

The disclosures were provided under Items 2.02 and 7.01 and are expressly deemed furnished, not filed, under the Exchange Act. CompoSecure’s Class A common stock trades on the NYSE under CMPO, and its redeemable warrants trade on Nasdaq under CMPOW.

CompoSecure, Inc. appointed Mary Holt as Chief Financial Officer, effective the day after it files its third-quarter 2025 Form 10-Q, succeeding retiring CFO Tim Fitzsimmons. Holt brings recent private equity experience from Warren Equity Partners and more than 17 years in senior finance roles at Honeywell International.

Her compensation includes a $500,000 annual base salary, an annual target bonus equal to 75% of base salary, and annual RSU grants with a $1,250,000 target value that vest over seven years. She will also receive a one-time stock option award valued at $500,000, vesting over four years, and will participate in a new Executive Severance Plan that provides salary, bonus, healthcare coverage, and outplacement benefits upon certain terminations.

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.

CompoSecure, Inc. filed a Current Report on Form 8-K that discloses a material event tied to its listing status, provides Regulation FD disclosure, and furnishes an accompanying press release. The filing references September 5, 2025 and identifies a press release dated September 8, 2025 as an exhibit. The report was signed by Steven J. Feder, General Counsel & Corporate Secretary. The filing explicitly lists Item 3.01 (notice of delisting or failure to satisfy a continued listing rule), Item 7.01 (Regulation FD disclosure), and Item 9.01 (exhibits).

CompoSecure, Inc. (Nasdaq: CMPO) filed an 8-K dated 14 July 2025 disclosing two governance-related developments.

• Amended & Restated Waiver Agreement (Item 1.01): On 12 July 2025 the Company, Resolute Compo Holdings LLC and Tungsten 2024 LLC reaffirmed earlier waivers to (i) keep the Board size below the eleven-director level required by the September 2024 Governance Agreement and (ii) waive the Holder’s right to designate a sixth director. The waiver eases immediate governance requirements in order to accommodate new appointments.
• Board appointments (Item 5.02): Effective 12 July 2025 the Board named Rebecca Corbin Loree (CEO, Corbin Advisors) as a Class III director through the 2027 AGM and Kevin Moriarty (former CFO, Blue Yonder & Avnet) as a Class I director through the 2028 AGM. Corbin Loree joins the Compensation Committee; Moriarty joins the Audit Committee.
• Compensation: Each director will receive (a) a sign-on equity award of stock options valued at ≈ $200,000 and (b) a prorated portion of the $250,000 annual option grant, both vesting over four years, plus customary indemnification agreements.
• A press release announcing the appointments (Exhibit 99.1) and the A&R Waiver Agreement (Exhibit 10.1) are included.

No financial performance data, earnings guidance or transactions affecting capital structure were reported.