CompoSecure (NASDAQ: CMPO) officer reports RSU tax withholdings and 1.33M shares

Rhea-AI Filing Summary

CompoSecure, Inc. reported insider equity tax-withholding transactions by Chief Product & Innovation Officer Adam Joseph Lowe. On January 1 and 2, 2026, Lowe had multiple blocks of Class A Common Stock withheld at $19.28 per share to cover taxes when previously granted restricted stock units (RSUs) vested. Individual blocks included 80,109 shares, 23,171 shares, 39,235 shares, and 24,649 shares reported with transaction code "F," which is used for tax-withholding events rather than open-market trades.

These withholdings relate to several RSU awards originally granted between March 2022 and March 2024, some of which were adjusted in connection with the spin-off of Resolute Holdings Management, Inc. The filing notes that, after these transactions, Lowe beneficially owns 1,327,494 shares of Class A Common Stock, including 733,816 shares he owns outright and significant remaining unvested and performance-vesting RSUs scheduled to vest through January 1, 2027 and on February 26, 2028, 2030 and 2032, subject to continued service and performance conditions.

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^*

Lowe Adam Joseph

(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 Product & Innov. Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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	01/01/2026		F		80,109(1)	D	$19.28	1,414,549	D
Class A Common Stock	01/01/2026		F		23,171(2)	D	$19.28	1,391,378	D
Class A Common Stock	01/01/2026		F		39,235(3)	D	$19.28	1,352,143	D
Class A Common Stock	01/02/2026		F		24,649(4)	D	$19.28	1,327,494(5)(6)	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. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 175,444 restricted stock units ("RSUs") that vested on January 1, 2026. These RSUs were originally granted on March 16, 2022 in the aggregate amount of 600,000 RSUs and were adjusted in connection with the spin-off of Resolute Holdings Management, Inc. (the "Spin-Off") to include an additional 25,444 RSUs.

2. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 51,064 RSUs that vested on January 1, 2026. These RSUs were originally granted on March 8, 2023 in the aggregate amount of 130,976 RSUs and were adjusted in connection with the Spin-Off to include an additional 7,406 RSUs.

3. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 86,464 RSUs that vested on January 1, 2026. These RSUs were originally granted on March 15, 2024 in the aggregate amount of 221,773 RSUs and were adjusted in connection with the Spin-Off to include an additional 25,079 RSUs, for which the remaining 86,463 RSUs (the "2024 Unvested Time-Vesting RSUs") will continue to vest on January 1, 2027, subject to the reporting person's continued service as of the vesting date.

4. Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 53,329 performance-vesting RSUs that vested on January 1, 2026.

5. Includes (A) 733,816 shares of Class A Common Stock owned by the reporting person, (B) 86,463 shares of Class A Common Stock underlying the 2024 Unvested Time-Vesting RSUs that will vest on January 1, 2027, and (C) 147,960 shares of Class A Common Stock underlying RSUs that will vest in three equal installments on February 26, 2028, February 26, 2030 and February 26, 2032, 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.

6. Includes 259,391 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 vesting date of January 1, 2027. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.

	/s/ Adam Lowe, by attorney-in-fact Steven J. Feder	01/08/2026
	** 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 insider transaction did CompoSecure (CMPO) disclose for Adam Joseph Lowe?

The company disclosed that Chief Product & Innovation Officer Adam Joseph Lowe had shares of Class A Common Stock withheld to satisfy tax obligations tied to vesting restricted stock units, reported as code "F" transactions on January 1 and 2, 2026.

How many CompoSecure (CMPO) shares were withheld for Adam Lowes taxes and at what price?

The filing lists withholdings of 80,109, 23,171, 39,235, and 24,649 shares of Class A Common Stock, each at a price of $19.28 per share, all coded "F" for tax withholding.

Did Adam Lowe of CompoSecure (CMPO) sell shares on the open market?

No. The transactions are coded "F" and the footnotes state they reflect shares withheld to satisfy tax withholding obligations in connection with the net settlement of vested RSUs, rather than discretionary open-market sales.

How many CompoSecure (CMPO) shares does Adam Lowe beneficially own after these transactions?

After the reported transactions, Adam Lowe beneficially owns 1,327,494 shares of Class A Common Stock, including 733,816 shares owned directly and multiple tranches of unvested and performance-vesting RSUs described in the footnotes.

What RSU awards are involved in Adam Lowes CompoSecure (CMPO) tax-withholding events?

The tax-withholding events relate to RSUs originally granted on March 16, 2022, March 8, 2023, and March 15, 2024, as well as 53,329 performance-vesting RSUs that vested on January 1, 2026, some of which were adjusted following the Resolute Holdings Management, Inc. spin-off.

What future vesting schedule does Adam Lowe have for CompoSecure (CMPO) RSUs?

The filing notes 86,463 "2024 Unvested Time-Vesting RSUs" scheduled to vest on January 1, 2027, additional RSUs vesting in three equal installments on February 26, 2028, February 26, 2030, and February 26, 2032, and 259,391 performance-vesting RSUs tied to performance targets through January 1, 2027.