COMPOSECURE INC SEC Filings

CompoSecure, Inc. filed a prospectus supplement covering the resale by certain selling stockholders of 161,034,417 shares of its common stock under an existing automatic shelf registration statement on Form S-3ASR. This allows those stockholders to use the company’s SEC registration to potentially sell their shares into the market. The company also filed a legal opinion from Paul, Weiss, Rifkind, Wharton & Garrison LLP as Exhibit 5.1, together with a related consent and the cover page interactive data file.

CompoSecure, Inc. completed a major refinancing tied to its acquisition of Husky Technologies, replacing about $2.1 billion of debt with longer-dated, secured financings. The company’s subsidiary issued $900.0 million of 5.625% Senior Secured Notes due 2033, while a new Credit Agreement added a $1,200.0 million term loan facility maturing in 2033 and a $400.0 million revolving credit facility maturing in 2031.

The proceeds, together with borrowings under the new senior credit facilities, were used to refinance Husky’s existing indebtedness, pay related fees and expenses, and support the redemption of Husky’s $1.00 billion 9.000% Senior Secured Notes for approximately $1.04 billion. The new debt structure includes customary covenants, leverage-based incremental capacity, and a springing financial covenant on the revolver, giving CompoSecure a unified, secured capital structure following the Husky combination.

CompoSecure, Inc. has filed an automatic shelf registration statement on Form S-3, allowing it to offer from time to time a broad mix of securities, including common and preferred stock, debt securities, depositary shares, warrants, rights, purchase contracts and units. The filing also permits selling securityholders to resell certain equity and warrant holdings under the same shelf.

Any capital raised may be used for general corporate purposes such as debt repayment, working capital, capital expenditures and potential acquisitions. The company recently completed the Husky Technologies acquisition for $688.7 million in cash plus 54,978,334 shares of Class A common stock, and previously spun off Resolute Holdings, after which it began accounting for its operating subsidiary CompoSecure Holdings under the equity method. The board has approved a name change from CompoSecure, Inc. to GPGI, Inc., effective January 22, 2026.

CompoSecure, Inc. completed its combination with Husky Technologies Limited, paying about $688.7 million in cash and issuing 54,978,334 Class A shares to the sellers. At closing, it also raised equity from PIPE investors through a private placement of 106,056,083 shares at $18.50 per share, for total proceeds of about $1.96 billion.

The company assumed Husky’s debt, including a $1,723.8 million term loan, a $350.0 million delayed draw term loan, a $50.0 million revolving facility and $1,000.0 million of 9.000% senior secured notes due 2029, and began refinancing these facilities. It also repaid and terminated its prior $330.0 million credit agreement.

CompoSecure granted Platinum’s affiliate board nomination and registration rights and put a 90‑day lock‑up on its holdings. A Husky-focused management agreement provides Resolute Holdings a quarterly fee of 2.5% of Husky Holdings’ last‑12‑months Adjusted EBITDA. Two Platinum executives, Louis Samson and Delara Zarrabi, joined the board, Ernst & Young LLP was appointed auditor for 2026, and the company plans to change its name to GPGI, Inc. effective January 22, 2026.

CompoSecure, Inc. President and CEO Jonathan Wilk filed a Form 4 reporting shares of Class A common stock withheld to cover taxes on vested restricted stock units (RSUs). On September 9, 2025, 169,439 shares were withheld at $19.40 per share in connection with performance-vesting RSUs adjusted for the Resolute Holdings Management spin-off. On January 1, 2026, additional tax withholdings covered 208,690, 129,449 and 174,753 shares at $19.28 per share, and on January 2, 2026, 49,112 shares were withheld at $19.28 per share.

After these transactions, Wilk directly held 2,697,647 shares of Class A common stock and indirectly held 770,295 shares through CompoSecure Employee LLC. Footnotes explain that RSU grants from 2022–2024 were adjusted for the spin-off and will continue to vest on future dates, with settlement in stock and potential additional tax share withholdings.

CompoSecure, Inc.'s Chief Operating Officer, Gregoire Maes, reported several stock transactions related to restricted stock unit (RSU) vesting and tax withholding. On January 1, 2026, the company withheld 41,709, 28,786 and 35,317 shares of Class A common stock, and on January 2, 2026 it withheld a further 30,515 shares, all at a price of $19.28 per share. In each case, the shares were withheld to satisfy tax obligations arising from RSUs that vested on January 1, 2026.

After these transactions, Maes beneficially owned 645,653 shares of Class A common stock. This includes 285,965 shares owned outright, 110,971 RSUs scheduled to vest in three equal installments on February 26, 2028, February 26, 2030 and February 26, 2032, and 62,650 time-vesting RSUs set to vest on January 1, 2027, all subject to continued service. It also includes 187,952 performance-vesting RSUs that may vest based on performance targets through a vesting date of January 1, 2027.

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.

CompoSecure, Inc. Chief Revenue Officer Amanda "Mandy" Gourbault reported routine equity compensation-related transactions in Class A Common Stock. On January 1, 2026, the company withheld 25,870, 14,768 and 18,119 shares, and on January 2, 2026 it withheld an additional 15,868 shares, all at $19.28 per share, to cover tax obligations tied to vested restricted stock units (RSUs).

The withheld shares relate to RSU awards originally granted in 2022, 2023 and 2024, which were adjusted in connection with the spin-off of Resolute Holdings Management, Inc. The filing notes that certain time-vesting RSUs, including 62,650 2024 time-vesting RSUs, are scheduled to vest on January 1, 2027, while 187,952 performance-vesting RSUs may vest based on performance targets over the applicable period.

After these tax-withholding transactions, Gourbault directly beneficially owns 725,043 Class A shares, including 399,097 current shares and additional RSUs that are scheduled to vest between 2027 and 2032, subject to continued service and performance conditions.

CompoSecure, Inc. filed a Form 25 to remove its warrant class from listing and/or registration on the Nasdaq Stock Market LLC under Section 12(b) of the Securities Exchange Act of 1934. The filing states that Nasdaq has complied with its rules to strike this class of securities, and that the company has complied with the exchange’s rules and the requirements governing voluntary withdrawal of this security from listing and registration. This action applies specifically to the company’s warrants, not its common stock.