[SCHEDULE 13D/A] CompoSecure, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of the earnout-triggered share issuance and updated beneficial ownership percentages
• Reporting persons maintain a large, concentrated stake (~40% of Class A shares), preserving significant influence

Negative

• Issuer dilution: 4.3 million new Class A shares were issued, increasing outstanding shares to 124,601,737
• Reduction in ownership percentage for the reporting persons was caused by the issuance, altering capitalization and voting percentages

Insights

Financial Analyst

TL;DR: A 4.3M-share earnout issuance raised float and modestly reduced reported ownership percentages; no new acquisitions by reporting parties.

The filing confirms that dilution occurred because CompoSecure issued 4.3 million shares upon achievement of an earnout milestone, increasing total Class A shares to 124,601,737. Reporting persons continue to control a large, concentrated position (roughly 40% of Class A shares each), which maintains their influence over corporate actions. There is no disclosure of purchases, sales, or new funding by the reporting parties; changes in percentages arise solely from the issuer's issuance. For investors, the key quantifiable effects are the incremental dilution and the continued concentrated ownership structure.

Corporate Governance Expert

TL;DR: Issuance tied to earnout changed ownership percentages, preserving control dynamics but raising governance considerations about dilution and earnout terms.

The amendment highlights that an earnout provision in the merger agreement produced a 4.3 million share issuance. While the reporting group did not transact, the resulting dilution reduces their percentage stakes and may affect voting dynamics and future shareholder approvals. The filing notes consultation rights for Thomas Knott and the managerial role of Tungsten 2024 LLC, underscoring layered control arrangements that investors should map to voting power and potential conflicts. This is a material procedural change in capitalization rather than an operational or transactional change by the reporting persons.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

CompoSecure, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 Par Value per share

(Title of Class of Securities)

20459V105

(CUSIP Number)

Thomas R. Knott
c/o Resolute Compo Holdings LLC, 445 Park Avenue, Suite 5B
New York, NY, 10022
(212) 256-8405

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 20459V105

1

Name of reporting person

Resolute Compo Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 49,290,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,290,409.00

11

Aggregate amount beneficially owned by each reporting person

49,290,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of 49,290,409 shares of Class A Common Stock, $0.0001 par value per share, issued by CompoSecure, Inc. (the "Class A Common Stock"), held of record by Resolute Compo Holdings LLC ("Resolute Compo Holdings"). Row (13) is based upon 124,601,737 shares of Class A Common Stock that were outstanding as of September 10, 2025.

SCHEDULE 13D

CUSIP No. 20459V105

1

Name of reporting person

Tungsten 2024 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 49,937,302.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,937,302.00

11

Aggregate amount beneficially owned by each reporting person

49,937,302.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 646,893 shares of Class A Common Stock held of record by Tungsten 2024 LLC ("Tungsten"), and (ii) 49,290,409 shares of Class A Common Stock held of record by Resolute Compo Holdings. Tungsten is the managing member of Resolute Compo Holdings, John Cote is the manager of Tungsten and Thomas Knott is a member of Resolute Compo Holdings. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock reported herein, subject to certain consultation rights held by Mr. Knott. Accordingly, Tungsten, Resolute Holdings, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Resolute Compo Holdings, and Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten. Row (13) is based upon 124,601,737 shares of Class A Common Stock that were outstanding as of September 10, 2025.

SCHEDULE 13D

CUSIP No. 20459V105

1

Name of reporting person

Thomas R. Knott

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 49,937,302.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,937,302.00

11

Aggregate amount beneficially owned by each reporting person

49,937,302.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

40.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 646,893 shares of Class A Common Stock held of record by Tungsten, and (ii) 49,290,409 shares of Class A Common Stock held of record by Resolute Compo Holdings. Tungsten is the managing member of Resolute Compo Holdings, John Cote is the manager of Tungsten and Thomas Knott is a member of Resolute Compo Holdings. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock reported herein, subject to certain consultation rights held by Mr. Knott. Accordingly, Tungsten, Resolute Holdings, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Resolute Compo Holdings, and Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten. Row (13) is based upon 124,601,737 shares of Class A Common Stock that were outstanding as of September 10, 2025.

SCHEDULE 13D

CUSIP No. 20459V105

1

Name of reporting person

John D. Cote

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,500,000.00
8	Shared Voting Power 49,937,302.00
9	Sole Dispositive Power 1,500,000.00
10	Shared Dispositive Power 49,937,302.00

11

Aggregate amount beneficially owned by each reporting person

51,437,302.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

41.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 646,893 shares of Class A Common Stock held of record by Tungsten, (ii) 49,290,409 shares of Class A Common Stock held of record by Resolute Compo Holdings and (iii) 1,500,000 shares of Class A Common Stock held by Ridge Valley LLC. Tungsten is the managing member of Resolute Compo Holdings, John Cote is the manager of Tungsten and Thomas Knott is a member of Resolute Compo Holdings. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock reported herein, subject to certain consultation rights held by Mr. Knott. Accordingly, Tungsten, Resolute Holdings, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Resolute Compo Holdings, and Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten. Row (13) is based upon 124,601,737 shares of Class A Common Stock that were outstanding as of September 10, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 Par Value per share
(b)	Name of Issuer: CompoSecure, Inc.
(c)	Address of Issuer's Principal Executive Offices: 309 Pierce Street, Somerset, NEW JERSEY , 08873.
Item 1 Comment: This Amendment No. 5 to Schedule 13D (this "Amendment No. 4") relates to the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of CompoSecure, Inc., a Delaware corporation (the "Issuer") and amends the initial statement on Schedule 13D filed by the Reporting Persons on September 19, 2024 (the "Initial Statement" and, as amended by those certain Amendment No. 1 filed on November 29, 2024, Amendment No. 2 filed on February 14, 2025, and Amendment No. 3 filed on August 22, 2025, Amendment No. 4 filed on August 27, 2025, and this Amendment No. 5, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. This Amendment No. 5 is being filed to amend the Schedule 13D solely due to a change in the aggregate number of Class A Common Stock outstanding and not due to any transaction by the Reporting Persons. As disclosed by the Issuer on September 10, 2025, the Issuer issued an aggregate of 4.3 million shares of Class A Common Stock in connection with the achievement on September 8, 2025 of the second of two earnout thresholds under that certain Agreement and Plan of Merger dated as of April 19, 2021 governing the Issuer's business combination with Roman DBDR Tech Acquisition Corp., which was completed on December 27, 2021.
Item 2.	Identity and Background
(a)	See Row (1) of each Reporting Person's cover page.
(b)	The principal business office of the Reporting Persons is 445 Park Avenue, Suite 5B, New York, NY 10022.
(c)	No change.
(d)	No change.
(e)	No change.
(f)	No change.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as specified in Appendix A.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read in its entirety as found in Appendix A.
(b)	Item 5(b) is hereby amended and restated to read in its entirety as found in Appendix A.
(c)	None.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Resolute Compo Holdings LLC

Signature:	/s/ John D. Cote
Name/Title:	John D. Cote, Manager of Tungsten 2024 LLC, its managing member
Date:	09/10/2025

Tungsten 2024 LLC

Signature:	/s/ John D. Cote
Name/Title:	Manager
Date:	09/10/2025

Thomas R. Knott

Signature:	/s/ Thomas R. Knott
Name/Title:	Thomas R. Knott
Date:	09/10/2025

John D. Cote

Signature:	/s/ John D. Cote
Name/Title:	John D. Cote
Date:	09/10/2025

FAQ

What triggered this Schedule 13D/A filing for CMPO?

The filing amends prior Schedule 13D disclosure solely because CompoSecure issued 4.3 million Class A shares upon achievement of an earnout threshold on September 8, 2025.

How many Class A shares are outstanding after the issuance?

The filing states there are 124,601,737 shares of Class A Common Stock outstanding as of September 10, 2025.

What percentage of CMPO Class A stock do the reporting persons hold now?

Resolute Compo Holdings holds 49,290,409 shares (~39.6%); Tungsten 2024 LLC and Thomas R. Knott each report 49,937,302 shares (~40.1%); John D. Cote reports 51,437,302 shares (~41.3%).

Did the reporting persons buy or sell shares in this amendment?

No. The amendment states the change in reported percentages is not due to any transaction by the reporting persons but solely due to the issuer's share issuance.

Who controls the voting and disposition rights over the reported shares?

Tungsten 2024 LLC is the managing member of Resolute Compo Holdings and has voting and dispositive rights, subject to certain consultation rights held by Thomas R. Knott; John D. Cote is manager of Tungsten.