CMPO Form 4: CEO Gains 82,094 Shares; 770,295 Held via LLC
Rhea-AI Filing Summary
Jonathan Wilk, President and CEO of CompoSecure, Inc. (CMPO), received 82,094 shares of Class A common stock on 09/08/2025 under an earn-out provision tied to a prior merger. These shares were issued for no additional consideration and their value was established in the merger agreement related to the acquisition completed on December 27, 2021.
Following the issuance, Mr. Wilk is reported to beneficially own 770,295 shares through CompoSecure Employee LLC, which he controls as its sole member; he disclaims ownership except to the extent of his pecuniary interest. The Form 4 was signed by attorney-in-fact on 09/10/2025.
Positive
- 82,094 Class A shares issued to the CEO pursuant to an earn-out, demonstrating fulfillment of merger-related compensation terms
- 770,295 shares beneficially owned indirectly via CompoSecure Employee LLC, indicating substantial insider alignment with shareholders
Negative
- None.
Insights
TL;DR: CEO received earned equity, modestly increasing insider-held Class A shares; not an immediate liquidity event.
The Form 4 reports an issuance of 82,094 Class A shares to the CEO under a previously agreed earn-out from the merger closing in December 2021. The issuance was for no additional consideration and the share value was pre-established in the Merger Agreement, suggesting this is a contractual post-acquisition payout rather than a market-priced purchase or sale. The reporting person holds 770,295 shares indirectly via an LLC he controls, which may consolidate voting influence but does not indicate an immediate sale or dilution event. For investors, this reflects management receiving equity tied to deal milestones rather than market-driven trades.
TL;DR: Earn-out issuance follows merger terms; control disclosed through an LLC, with standard disclaimer of beneficial ownership.
The disclosure indicates proper reporting of shares issued pursuant to an earn-out in the Merger Agreement and identifies indirect ownership through CompoSecure Employee LLC, of which the reporting person is the sole member. The statement that the reporting person "disclaims beneficial ownership except to the extent of his pecuniary interest" is typical when shares are held in an entity he controls. There is no indication of unusual transfer, related-party conflict, or immediate change in control based on this filing alone. Governance watchers will note the concentration of voting power via the LLC but the filing documents the mechanism transparently.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock, $0.0001 par value | 82,094 | $0.00 | -- |
Footnotes (1)
- Issued to the Reporting Person for no additional consideration pursuant to an earn-out provision in the agreement and plan of merger (the "Merger Agreement") executed in connection with the acquisition by the issuer (f/k/a Roman DBDR Tech Acquisition Corp.) of CompoSecure Holdings, L.L.C. (the "Merger"), which was completed on December 27, 2021. The value of these shares were established in the Merger Agreement. The reported securities are held directly by CompoSecure Employee LLC, and the Reporting Person (the sole member of CompoSecure Employee LLC) may be deemed to have sole power to vote or dispose of these securities. The Reporting Person may be deemed the beneficial owner of the shares of Class A Common Stock held by CompoSecure Employee LLC because he is its sole member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
