GPGI, Inc. SEC Filings

CompoSecure, Inc. Schedule 13D Amendment No. 5 reports changes in outstanding Class A common stock only; no new purchases by the reporting persons are disclosed. The filing states the issuer issued an aggregate of 4.3 million Class A shares after achievement of an earnout threshold on September 8, 2025, increasing shares outstanding to 124,601,737. As a result, Resolute Compo Holdings holds 49,290,409 shares (representing 39.6% of the class) and Tungsten 2024 LLC and Thomas R. Knott each report beneficial ownership of 49,937,302 shares (40.1%). John D. Cote reports aggregate beneficial ownership of 51,437,302 shares (41.3%). The amendment states the change is solely due to the issuer's share issuance and not transactions by the reporting persons.

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.

Timothy Walter Fitzsimmons, Chief Financial Officer and director of CompoSecure, Inc. (CMPO), reported insider transactions on 09/08/2025. He received 44,336 Class A common shares for no additional consideration under an earn-out provision tied to the merger that closed on December 27, 2021, bringing his beneficial ownership to 804,125 shares. On the same date he disposed of 19,250 Class A shares at $19.40 per share, reducing his post-transaction ownership to 784,875. The filing discloses multiple restricted stock unit grants and 213,841 performance-vesting RSUs subject to continued service and specified vesting schedules, with detailed vesting dates ranging from January 1, 2026 through February 26, 2032.

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.

Adam J. Lowe, Chief Product & Innovation Officer of CompoSecure, Inc. (CMPO), reported changes in his beneficial ownership on Form 4. The filing shows 27,738 shares of Class A common stock were issued to Mr. Lowe on 09/08/2025 under an earn-out provision from the merger agreement that completed on December 27, 2021, and 14,116 shares were disposed of on the same date at a price of $19.40 per share. After these transactions, Mr. Lowe beneficially owns 1,494,658 shares of Class A common stock, inclusive of vested shares and multiple tranches of restricted stock units (RSUs) and performance-vesting RSUs that remain subject to service and performance vesting conditions.

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. (CMPO) director Loree Rebecca Corbin purchased 5,240 shares of Class A common stock on 08/29/2025 at a weighted average price of $19.0853 per share. The filing shows the shares were acquired directly and the reported prices ranged from $18.99 to $19.16; the reporting person offers to provide the breakdown of quantities at each price on request. The Form 4 was signed by attorney-in-fact Steven J. Feder on 09/02/2025. No derivative transactions or dispositions are reported in this filing.

Amendment No. 4 to Schedule 13D updates beneficial ownership details for Class A Common Stock of CompoSecure, Inc. The reporting persons state the amendment is solely due to a change in the aggregate number of Class A shares outstanding and not due to any new transaction by them. Resolute Compo Holdings LLC holds 49,290,409 shares (41.0% of Class A). Tungsten 2024 LLC and Thomas R. Knott each report beneficial ownership of 49,937,302 shares (41.5%). John D. Cote reports 51,437,302 shares (42.8%), reflecting an additional 1,500,000 shares held by Ridge Valley LLC. The row percentages are based on 120,239,665 Class A shares outstanding as of August 27, 2025. Tungsten is the managing member of Resolute Compo Holdings and has voting/dispositive rights subject to consultation rights held by Mr. Knott.