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Form 144/A notice documents a proposed sale of 100,000 common shares through Edward Jones with an aggregate market value of $1,796,000.00 and an indicated trading venue of Nasdaq. The filing lists 102,317,852 shares outstanding and an approximate sale date of 08/12/2025. The securities to be sold were acquired as restricted stock units: 62,500 vested on 01/01/2023 and 37,500 vested on 01/01/2024, both shown as vesting from Composecure Inc. The form reports "Nothing to Report" for sales in the past three months and includes the standard signature representation about absence of undisclosed material adverse information. Several administrative fields (filer and issuer name/details and signature/date) are not populated in the visible content.
CompoSecure, Inc. filed a Form 144 reporting a proposed sale of 1,000 shares of common stock through Edward Jones (201 Progress Parkway, Maryland Heights, MO). The filing lists an aggregate market value of $17,960, states 102,317,852 shares outstanding, and gives an approximate date of sale of 08/12/2025 with the exchange listed as "Nadaq."
The securities were acquired via RSU vesting on 01/01/2023 (62,500 shares) and 01/01/2024 (37,500 shares). The filer certifies they do not know of undisclosed material adverse information and reports nothing to report for securities sold in the past three months.
Q2-25 10-Q highlights (post spin-off & equity-method shift)
On 28-Feb-25 CompoSecure (CMPO) spun off Resolute Holdings and ceded control of operating subsidiary CompoSecure Holdings, L.L.C. (“Holdings”). Holdings is now carried as an equity-method investment. As a result, CMPO no longer records revenue or cost of sales; instead it reports its share of Holdings’ profit.
Income statement: For the quarter ended 30-Jun-25 CMPO booked $38.9 m of equity-method earnings, offset by non-cash fair-value losses on warrants (-$53.4 m) and earn-out liabilities (-$10.7 m). SG&A was $2.7 m. Net loss attributable to CMPO was -$26.1 m (-$0.26 per share) versus $33.6 m profit a year earlier.
Balance sheet: Deconsolidation shrank assets to $317 m from $474 m at 31-Dec-24. Cash fell sharply to $4.8 m. A $44.7 m equity-method asset was recognized. Liabilities declined to $424 m but still exceed assets, leaving a stockholders’ deficit of $106 m. Warrant liability expanded to $137.4 m.
Cash flow & liquidity: Operating cash inflow was $3.0 m YTD; $60.7 m was used in investing, mainly removal of Holdings’ cash. Financing outflow was $15.0 m. Net cash burn of $72.7 m heightens liquidity risk; CMPO depends on distributions from Holdings.
- 102.4 m Class A shares outstanding; dual-class structure eliminated.
- Deferred tax asset stands at $266.7 m.
Key takeaway: Equity-method profits remain solid, but parent-level cash is thin and non-cash mark-to-market items drive volatile GAAP results.
Form 4 highlights — CompoSecure, Inc. (CMPO)
- Reporting person: Director Kevin M. Moriarty
- Transaction date: 07/29/2025
- Security: Stock option granting the right to purchase 6,998 Class A shares
- Exercise price: $13.80 per share
- Vesting: 25 % on 07/29/2026 and 25 % on each of the following three anniversaries (fully vested 07/29/2029)
- Expiration: 07/29/2035
- Consideration: Options issued in lieu of the $50,000 annual cash retainer under the Non-Employee Director Compensation Policy
- Ownership after grant: 6,998 derivative securities held directly
No open-market purchase or sale of shares occurred; the filing records a compensatory grant that modestly increases potential future dilution but strengthens management–shareholder alignment.
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.