COMPOSECURE INC SEC Filings

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.

CompoSecure (CMPO): LMR Partners and related entities filed Amendment No. 5 to Schedule 13G reporting passive beneficial ownership in Class A Common Stock. The group reports 22,800 shares issuable upon the exercise of warrants held by two funds, with shared voting and dispositive power over 22,800 shares and sole power over 0.

As of September 30, 2025, the position represents 0.02% of the class, based on 124,961,235 shares outstanding. The filing certifies the securities are held in the ordinary course and not to change or influence control.

CompoSecure (CMPO) reported an initial statement of beneficial ownership for its Chief Financial Officer. The filing lists 61,820 shares of Class A Common Stock underlying restricted stock units, vesting in three equal installments on October 27, 2028, October 27, 2030, and October 27, 2032. It also reports stock options to purchase 48,023 shares of Class A Common Stock at an exercise price of $20.22, expiring on 10/27/2035, vesting 25% on October 27, 2026 and on the first, second, and third anniversaries thereafter. All holdings are reported as direct ownership.

CompoSecure (CMPO) — Schedule 13D/A Amendment No. 6: Reporting persons affirm their existing stakes and disclose agreements tied to the issuer’s proposed Combination with Husky Technologies Limited. Resolute Compo Holdings reports 49,290,409 shares of Class A Common Stock, representing 39.4% based on 125,195,366 shares outstanding as of October 30, 2025.

Tungsten 2024 LLC and Thomas R. Knott each report beneficial ownership of 49,937,302 shares (39.9%). John D. Cote reports 51,437,302 shares (41.1%), including 1,500,000 shares held by Ridge Valley LLC. The amendment states no change in the number of shares owned; it reflects entry into agreements related to the announced Transaction Agreements.

On November 2, 2025, the parties entered into a Share Purchase Agreement for the proposed Combination with Husky and concurrent private placements. A Voting Agreement commits the Voting Stockholders to vote all of their shares in favor of the Stock Issuance required for the Transactions, and Resolute Compo Holdings agreed to a 365‑day lock‑up following closing, subject to customary exceptions.

CompoSecure entered a definitive agreement to combine with Husky Technologies for approximately $3.953 billion in cash and 55,297,297 shares of Class A common stock, subject to customary adjustments and closing conditions. After closing, Husky will become an indirect wholly owned subsidiary.

To support the transaction, CompoSecure agreed to a concurrent private placement of common stock at $18.50 per share for an aggregate purchase price of about $1.96 billion, conditioned on the deal closing. Completion requires stockholder approval of the stock issuance, regulatory clearances, NYSE listing of the new shares, and other customary conditions. A Voting Agreement commits holders representing 41.3% of outstanding shares as of September 10, 2025 to vote in favor of the stock issuance.

Post‑closing governance will include Platinum Equity’s board nomination rights tied to ownership thresholds and lock‑up provisions for certain holders.

CompoSecure (CMPO) filed its Q3 2025 10‑Q, reflecting a structural shift to equity method accounting after the February 28, 2025 spin‑off of Resolute Holdings. The company reported a Q3 net loss of $174.7 million, largely from non‑cash fair‑value changes, including $117.3 million from the warrant liability and $57.6 million from earnout revaluation. These were partly offset by $39.6 million of earnings from its equity method investment in Holdings.

Liquidity improved: cash was $127.4 million at September 30, 2025, up from $77.5 million at year‑end. Stockholders’ equity turned positive to $152.5 million from a deficit. Warrant exercises brought in $154.4 million of cash during the nine months; the company also repurchased 647,782 shares for $12.2 million. The warrant liability declined to $41.4 million (from $104.2 million). A deferred tax asset stood at $289.2 million, while tax receivable agreement liabilities totaled $269.2 million (current and long‑term).

Shares outstanding were 124,961,235 as of September 30, 2025, and approximately 125,195,366 as of October 30, 2025.

CompoSecure, Inc. (CMPO) announced it has called for redemption of all issued and outstanding Public Warrants trading as CMPOW under its Warrant Agreement. The redemption date is December 3, 2025.

Warrant holders may exercise their warrants only on a cashless basis at any time before 5:00 p.m. New York City time on December 3, 2025. Any warrants not exercised by the deadline will be canceled, and holders of those unexercised warrants will receive $0.01 per warrant and will no longer have the right to purchase Class A common stock.

The company attached a Notice of Redemption as Exhibit 99.1 providing procedures for cashless exercise.