CompoSecure Insider Filing: Earn-Out Shares Issued; Minor Sale Reported

Rhea-AI Filing Summary

CompoSecure, Inc. (CMPO) reporting person Gregoire Maes, Chief Operating Officer and director, reported transactions dated 09/08/2025. The filing shows 6,370 shares of Class A common stock issued to Mr. Maes for no additional consideration under an earn-out provision from the merger that closed December 27, 2021, increasing his beneficial ownership to 785,432 shares. The report also records a disposition of 3,452 shares at $19.40 per share, leaving reported beneficial ownership at 781,980 shares. The filing discloses various restricted stock units and performance-vesting RSUs that convert to Class A common stock on vesting, with specific vesting dates and conditions summarized in the explanation section.

Positive

• Earn-out issuance of 6,370 shares provided to the reporting person under the merger agreement without additional cash consideration, increasing insider alignment with shareholders
• Substantial aggregate beneficial ownership reported (~781,980–785,432 shares), demonstrating continued insider stake
• Large pool of RSUs and performance-vesting RSUs aligns long-term executive incentives with company performance and continued service

Negative

• Disposition of 3,452 shares at $19.40 reduces the reporting person's direct holdings, though the sale is small relative to total ownership
• Significant portion of holdings is unvested or performance-conditioned, so actual immediate voting or economic power may be lower than gross share count implies

Insights

Corporate Governance Expert

TL;DR: Insider received earn-out shares and sold a small block; significant RSU and performance-vesting holdings remain subject to service and performance conditions.

The Form 4 documents a non-cash issuance of 6,370 shares under a merger earn-out and a contemporaneous disposition of 3,452 shares at $19.40 each. The filing details the composition of 781,980–785,432 reported shares including vested shares, time-based RSUs with multi-year vesting dates, and 291,670 performance-vesting RSUs governed by achievement targets. For governance reviewers, the material elements are the earn-out issuance tied to the merger agreement and the extensive RSU structure that links significant insider ownership to future service and performance milestones.

Securities Analyst

TL;DR: Insider ownership remains substantial and largely subject to vesting; the sale size is modest relative to total holdings.

The reported numbers show total beneficial ownership in the range of ~782k to 785k shares, including multiple classes of unvested RSUs and performance awards. The disclosed sale of 3,452 shares at $19.40 represents a small percentage of total holdings. From a securities perspective, the filing is a routine Section 16 disclosure of merger-related issuance and standard equity compensation vesting schedules rather than an immediate change in control or liquidity event.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Maes Gregoire

(Last) (First) (Middle)

C/O COMPOSECURE, INC.

309 PIERCE STREET

(Street)

SOMERSET NJ 08873

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/08/2025		A		6,370	A	(1)(2)	785,432	D
Class A Common Stock	09/08/2025		F		3,452	D	$19.4	781,980(3)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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.

2. The value of these shares were established in the Merger Agreement.

3. Includes (A) 182,146 shares of Class A Common Stock owned by the reporting person, (B) 94,877 shares of Class A Common Stock underlying restricted stock units ("RSUs"), which will vest in three equal installments on February 26, 2028, February 26, 2030 and February 26, 2032, (C) 62,500 shares of Class A Common Stock underlying RSUs that will vest on January 1, 2026, (D) 43,658 shares of Class A Common Stock underlying RSUs that will vest on January 1, 2026, and (E) 107,129 shares of Class A Common Stock underlying RSUs that will vest ratably on January 1, 2026 and January 1, 2027, subject in each case to the reporting person's continued service as of the applicable vesting date. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.

4. Includes 291,670 performance-vesting RSUs, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the respective governing award agreement, subject in each case to the reporting person's continued service as of the applicable vesting date. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.

Remarks:

	/s/ Gregoire Maes, by attorney-in-fact Steven J. Feder	09/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Gregoire Maes report on Form 4 for CMPO?

The filing reports an issuance of 6,370 Class A shares under an earn-out from the merger and a disposition of 3,452 Class A shares at $19.40 per share, both dated 09/08/2025.

How many shares does the reporting person beneficially own after the transactions?

The report states beneficial ownership of 785,432 shares after the issuance and 781,980 shares after accounting for the disposition, per the table and footnotes.

Are there unvested or performance-based awards disclosed for CMPO insider?

Yes. The filing discloses multiple RSU tranches with vesting dates 291,670 performance-vesting RSUs subject to achievement of specified performance targets.

Was the issuance of shares paid for in cash?

No. The filing states the 6,370 shares were issued for no additional consideration pursuant to an earn-out provision in the merger agreement.

When was the underlying merger that generated the earn-out completed?

The explanation references a merger that was completed on December 27, 2021.