Resolute Holdings Q3 2026 loss to common holders hits $5.8M
RHLD's board authorized a repurchase-program increase to $100.0 million with no expiration date, but the program does not require purchases.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Resolute Holdings Management, Inc. (RHLD) reported third-quarter 2026 consolidated net sales of $509.6 million, compared with $120.9 million a year earlier, and net income of $69.0 million, compared with $39.4 million. Net income attributable to common stockholders was a $5.8 million loss, versus a $0.2 million loss; diluted GAAP loss per share was $0.74, versus $0.03. Consolidated results include GPGI Holdings and its subsidiaries, including Husky Holdings, under the company’s current GAAP accounting treatment following the spin-off and management agreement.
For Resolute Holdings’ standalone business, non-GAAP Fee-Related Earnings were $5.5 million, compared with $1.1 million, and Fee-Related Earnings per share were $0.69, compared with $0.13. The company attributed the higher fee stream to the Husky Holdings management agreement executed in January 2026 and organic fee growth under the CompoSecure management agreement. The board authorized an increase to the share repurchase program to $100.0 million. The program has no expiration date and does not obligate the company to repurchase shares.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointNon-GAAP Fee-Related Earnings rose to $5.5 million from $1.1 million in Q3 2025.
Negative
- Moderate pointCommon-stockholder loss widened to $5.8 million from $0.2 million in Q3 2025.
Filing Explained
RHLD's balance sheet lists 7,819,595 shares issued and outstanding as of
8-K Event Classification
Key Figures
Key Terms
non-controlling interest financial
consolidate financial
non-GAAP financial measures financial
Earnings Snapshot
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were RHLD's third-quarter 2026 results?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On November 5, 2026, Resolute Holdings Management, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 Other Events
On November 5, 2026, the Company’s board of directors authorized an increase to the share repurchase program to $100.0 million. The authorization has no expiration date. Repurchases may be made on the open market, in privately negotiated transactions, in tender offers, or by other methods at our discretion. The timing and amount of share repurchases may be based on market conditions, the availability of alternative opportunities, available liquidity, and other factors we deem appropriate from time to time. The repurchase program does not obligate us to repurchase any dollar amount or number of shares and may be modified, suspended or discontinued at any time.
The information in Item 2.02 of this Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit | | Description |
99.1 |
| Press release, dated November 5, 2026, issued by Resolute Holdings Management, Inc. |
104 |
| The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: November 5, 2026
RESOLUTE HOLDINGS MANAGEMENT, INC. |
| |
| ||
| ||
By: | /s/ Kurt Schoen |
|
Name: | Kurt Schoen |
|
Title: | Chief Financial Officer |
|
Exhibit 99.1
News Release |
|
Resolute Holdings Reports Third Quarter 2026 Results
NEW YORK, NY, November 5, 2026 (GLOBE NEWSWIRE) – Resolute Holdings Management, Inc. (“Resolute Holdings”) (NYSE: RHLD), an operating management company responsible for providing management services to the operating businesses of GPGI, Inc. (“GPGI”) (NYSE: GPGI), today reported financial results for its fiscal third quarter ended September 30, 2026. Resolute Holdings reported third quarter earnings per share attributable to common stockholders of $(0.74) compared to ($0.03) in the prior year and Non-GAAP Fee-Related Earnings per share of $0.69 compared to $0.13 in the prior year. The increase in Non-GAAP profitability was driven by the higher fee stream as a result of the execution of the management agreement with Husky Holdings LLC (“Husky Holdings”) in January 2026, along with organic growth in fees from the CompoSecure management agreement.
As a result of the spin-off from GPGI and execution of the management agreement with GPGI Holdings, L.L.C. (“GPGI Holdings”), current GAAP interpretation requires Resolute Holdings to consolidate the financial results of GPGI Holdings (and its subsidiaries, including Husky Holdings). This presentation of financial results does not represent the underlying economics or the positive attributes of Resolute Holdings’ standalone business model, which consist of recurring, long-duration management fees and a relatively fixed expense base. The results of the Resolute Holdings standalone business and associated Non-GAAP Fee-Related Earnings calculation are included below to provide a clear picture of the economic performance of the business directly attributable to shareholders of RHLD.
Resolute Holdings Segment Financial Information (GAAP); Fee-Related Earnings and Fee-Related Earnings Per Share (Non-GAAP) ($ in millions except per share figures)
| | Three months | | Three months | ||
| | ended | | ended | ||
| | September 30, 2026 | | September 30, 2025 | ||
Management fees | | $ | 13.8 | | $ | 3.7 |
Operating expenses | | | 4.2 | | | 4.0 |
Income from operations | | | 9.6 | | | (0.3) |
Total other income (expense) | | | (1.4) | | | 0.2 |
Income (loss) before income taxes | | | 8.2 | | | (0.1) |
Income tax (expense) | | | (14.0) | | | (0.1) |
Net income (loss) | | | (5.8) | | | (0.2) |
Net income (loss) attributable to non-controlling interest | | | — | | | — |
Net income (loss) attributable to common stockholders | | | (5.8) | | | (0.2) |
Net income (loss) per share attributable to common stockholders - diluted | | $ | (0.74) | | $ | (0.03) |
| | | | | | |
Adjustments to reconcile Fee-Related Earnings to net income (loss) attributable to common stockholders: | | | | | | |
Add: Equity-based compensation expensed at Resolute Holdings under GPGI Equity Plan (1) | | $ | — | | $ | 1.3 |
Less: Tax impact from consolidation of GPGI Holdings (2) | | | 11.3 | | | — |
Net tax impact of pre-tax adjustments (3) | | | — | | | — |
Fee-Related Earnings | | $ | 5.5 | | $ | 1.1 |
Fee-Related Earnings per share - diluted | | $ | 0.69 | | $ | 0.13 |
| (1) | Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI, Inc Equity Incentive Plan, as amended (the “GPGI Equity Plan”). Equity granted under the GPGI Equity Plan relates to GPGI Class A Common Stock and has no impact on Resolute Holdings’ common stock outstanding. |
| (2) | The tax impact of treating Resolute Holdings and GPGI Holdings, including Husky Holdings, as a consolidated entity under ASC 740, to arrive at the Resolute Holdings income tax expense if presented on a non-consolidated basis. |
| (3) | Tax-effect of pre-tax adjustments at a 32.5% estimated effective rate for 2026 and 31% rate for 2025. Only applied to those adjustments that would impact Resolute Holdings’ taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings. |
1
Exhibit – Structural Relationship & Non-GAAP Financial Summary
2
About Resolute Holdings Management, Inc.
Resolute Holdings (NYSE: RHLD) is an alternative asset management platform led by David Cote and Tom Knott that provides operating management services including the oversight of capital allocation strategy, operational practices, and M&A sourcing and execution at managed businesses under GPGI, Inc. Resolute Holdings brings a differentiated approach to long-term value creation through the systematic deployment of the Resolute Operating System, which is designed to create value at both the underlying managed businesses and at Resolute Holdings. For additional information on Resolute Holdings, please refer to Resolute Holdings’ filings with the U.S. Securities and Exchange Commission or please visit www.resoluteholdings.com.
Cautionary Note Concerning Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management. Although Resolute Holdings believes that its plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, Resolute Holdings cannot assure you that it will achieve or realize these plans, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Generally, statements that are not historical facts, including statements concerning Resolute Holdings’ possible or assumed future actions, business strategies, events, or results of operations, and other matters, are forward-looking statements. In some instances, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, among others, could affect Resolute Holdings’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in Resolute Holdings’ forward-looking statements: risks associated with Resolute Holdings’ businesses, including CompoSecure and Husky, the timing and amount of the management fees payable to Resolute Holdings, including unexpected fluctuations therein due to factors described in GPGI’s public filings or otherwise, risks associated with the implementation of the Resolute Operating System, unexpected market and macroeconomic developments, the ability of Resolute Holdings to grow and manage growth profitably, compete within its industry and attract and retain its key employees, the outcome of any legal proceedings that may be instituted against Resolute Holdings or others, risks associated with our accounting, future exchange and interest rates, taxation and other risks and uncertainties, including those under “Risk Factors” in filings that have been made or will be made with the Securities and Exchange Commission. Resolute Holdings undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Use of Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and that may be different from non-GAAP financial measures used by other companies. Resolute Holdings believes Fee-Related Earnings and Fee-Related Earnings per share are useful to investors in evaluating Resolute Holdings’ financial performance. Resolute Holdings believes that these non-GAAP financial measures depict the performance of the business and underlying economics attributable to Resolute Holdings common stockholders by removing the effect of consolidating the results of Resolute Holdings’ managed companies including the tax impacts thereof. Fee-Related Earnings and Fee-Related Earnings per share should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from Fee-Related Earnings and Fee-Related Earnings per share are significant components in understanding and assessing Resolute Holdings’ financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income, net income per share, or any other performance measures derived in accordance with U.S. GAAP and may be different from similarly titled non-GAAP measures used by other companies.
For investor inquiries, please contact:
Resolute Holdings
(212) 256-8405
info@resoluteholdings.com
3
Consolidated Balance Sheets
Resolute Holdings Management, Inc.
($ in millions, except par value and share amounts)
| | September 30, | | December 31, | ||
| | 2026 | | 2025 | ||
ASSETS |
| | |
| | |
CURRENT ASSETS |
| | |
| | |
Cash and cash equivalents | | $ | 175.7 | | $ | 161.4 |
Short-term investments | | | — | | | 44.1 |
Accounts receivable, net | |
| 321.3 | |
| 44.2 |
Inventories, net | |
| 338.4 | |
| 44.2 |
Income tax receivable | | | 7.4 | | | 0.2 |
Deferred tax asset | | | 26.4 | | | — |
Prepaid expenses and other current assets | |
| 35.0 | |
| 3.4 |
Total current assets | |
| 904.2 | |
| 297.5 |
| | | | | | |
Property and equipment, net | |
| 563.2 | |
| 21.6 |
Goodwill | | | 2,919.7 | | | — |
Intangible assets, net | | | 1,698.9 | | | 1.9 |
Right of use assets, net | | | 68.7 | | | 9.9 |
Deferred tax asset | | | 23.5 | | | 0.2 |
Other long-term assets | | | 14.0 | |
| 1.6 |
Total assets | | $ | 6,192.2 | | $ | 332.7 |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | |
| |
CURRENT LIABILITIES | |
| | |
| |
Accounts payable | | $ | 100.6 | | $ | 11.9 |
Accrued expenses | |
| 248.1 | |
| 48.4 |
Deferred revenue | | | 201.1 | | | — |
Income tax payable | | | 46.8 | | | 0.1 |
Current portion of long-term debt | |
| 25.5 | |
| 15.0 |
Current portion of lease liabilities – operating leases | | | 14.4 | | | 2.2 |
Other current liabilities | | | 4.9 | |
| — |
Total current liabilities | |
| 641.4 | |
| 77.6 |
| | | | | | |
Income tax payable | | | 21.8 | | | — |
Long-term debt, net of deferred financing costs | |
| 2,124.1 | |
| 169.1 |
Deferred tax liability | | | 209.4 | | | — |
Lease liabilities, operating leases | | | 53.8 | | | 8.3 |
Other long-term liabilities, net | | | 21.9 | |
| — |
Total liabilities | |
| 3,072.4 | |
| 255.0 |
| | | | | | |
Preferred stock, $0.0001 par value; 100,000,000 shares authorized, 0 shares issued and outstanding | |
| — | |
| — |
Common stock, $0.0001 par value; 1,000,000,000 shares authorized, 7,819,595 and 8,500,694 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively. | |
| — | |
| — |
Additional paid-in capital | |
| 19.6 | |
| 18.9 |
Retained earnings (accumulated deficit) | |
| 35.0 | |
| (8.3) |
Treasury stock | | | (93.0) | | | (4.1) |
Total stockholders' equity (deficit) | |
| (38.4) | |
| 6.5 |
Non-controlling interest | | | 3,158.2 | | | 71.2 |
Total equity (deficit) | | | 3,119.8 | | | 77.7 |
Total liabilities and stockholders' equity (deficit) | | $ | 6,192.2 | | $ | 332.7 |
4
Consolidated Statements of Operations
Resolute Holdings Management, Inc.
($ in millions, except share and per share amounts)
| | Three months ended | | Nine months ended | ||||||||
| | September 30, | | September 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net sales | | $ | 509.6 | | $ | 120.9 | | $ | 1,390.6 | | $ | 344.3 |
Cost of sales | |
| 300.7 | |
| 49.6 | |
| 861.1 | |
| 149.6 |
Gross profit | |
| 208.9 | |
| 71.3 | |
| 529.5 | |
| 194.7 |
Operating expenses: | |
| | |
| | |
| | |
| |
Selling, general and administrative expenses | |
| 90.4 | |
| 29.9 | |
| 381.5 | |
| 87.0 |
Income (loss) from operations | |
| 118.5 | |
| 41.4 | |
| 148.0 | |
| 107.7 |
| | | | | | | | | | | | |
Other income (expense): | |
| | |
| | |
| | |
| |
Interest income | |
| 0.4 | | | 1.7 | | | 0.9 | | | 4.1 |
Interest expense | |
| (33.9) | | | (3.6) | | | (98.2) | | | (10.6) |
Gain (loss) on debt extinguishment | | | — | | | — | | | (10.6) | | | — |
Total other income (expense), net | |
| (33.5) | |
| (1.9) | |
| (107.9) | |
| (6.5) |
Income (loss) before income taxes | |
| 85.0 | |
| 39.5 | |
| 40.1 | |
| 101.2 |
Income tax benefit (expense) | |
| (16.0) | | | (0.1) | | | (9.0) | | | (0.9) |
Net income (loss) | | $ | 69.0 | | $ | 39.4 | | $ | 31.1 | | $ | 100.3 |
| | | | | | | | | | | | |
Net income (loss) attributable to non-controlling interest | | | 74.8 | | | 39.6 | | | (12.2) | | | 104.5 |
| | | | | | | | | | | | |
Net income (loss) attributable to common stockholders | | $ | (5.8) | | $ | (0.2) | | $ | 43.3 | | $ | (4.2) |
| | | | | | | | | | | | |
Net income (loss) per share attributable common stockholders: | | | | | | | | | | | | |
Basic | | $ | (0.74) | | $ | (0.03) | | $ | 5.33 | | $ | (0.49) |
Diluted | | $ | (0.74) | | $ | (0.03) | | $ | 5.28 | | $ | (0.49) |
| | | | | | | | | | | | |
Weighted average shares: | | | | | | | | | | | | |
Basic | |
| 7,819,626 | | | 8,525,998 | | | 8,125,727 | | | 8,525,998 |
Diluted | | | 7,819,626 | | | 8,525,998 | | | 8,206,611 | | | 8,525,998 |
5
Consolidated Statements of Cash Flows
Resolute Holdings Management, Inc.
($ in millions)
| | Nine months ended September 30, | ||||
| | 2026 | | 2025 | ||
| | | | | | |
Cash flows from operating activities: |
| | |
| | |
Net income (loss) | | $ | 31.1 | | $ | 100.3 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities | |
| | |
| |
Depreciation and amortization | |
| 156.2 | |
| 6.9 |
Equity-based compensation expense | |
| 8.6 | |
| 19.5 |
Fair value inventory step-up | | | 23.6 | | | — |
Amortization of deferred financing costs | |
| 2.6 | |
| 0.5 |
Non-cash operating lease expense | |
| 12.9 | |
| 2.0 |
Non-cash interest | | | — | | | (0.7) |
Loss on debt extinguishment | | | (29.9) | | | — |
Deferred tax (benefit) expense | | | (21.4) | | | — |
Unrealized foreign exchange loss (gain) | | | (3.9) | | | — |
Other | | | 2.2 | | | — |
Changes in assets and liabilities | |
| | | | |
Accounts receivable, net | |
| (7.9) | |
| (16.7) |
Inventories, net | |
| (38.8) | |
| 1.1 |
Taxes receivable | | | (3.5) | | | — |
Prepaid expenses and other assets | |
| 10.0 | |
| (0.6) |
Accounts payable | |
| (14.1) | |
| 7.2 |
Accrued expenses | |
| (91.2) | |
| 8.8 |
Deferred revenue | | | 40.7 | | | — |
Income tax payable | | | 14.1 | | | 0.5 |
Lease liabilities | | | (11.6) | | | (1.9) |
Other liabilities | | | — | | | (0.2) |
Net cash provided by (used in) operating activities | |
| 79.7 | |
| 126.7 |
| | | | | | |
Cash flows from investing activities: | |
| | |
| |
Purchase of property and equipment | |
| (28.3) | |
| (2.6) |
Proceeds from sale of property and equipment and intangible assets | | | 0.3 | | | — |
Capitalized software costs | |
| (11.1) | |
| (1.5) |
Cash used for acquisition, net of acquired cash | | | (665.2) | |
| — |
Purchases of short-term investments | | | — | | | (52.0) |
Maturities of short-term investments | | | 41.1 | | | 3.0 |
Sales of short-term investments | | | 3.0 | | | — |
Net cash provided by (used in) investing activities | |
| (660.2) | |
| (53.1) |
| | | | | | |
Cash flows from financing activities: | |
| | |
| |
Repayment of debt, inclusive of fees | |
| (3,408.3) | |
| (7.5) |
Proceeds from issuance of long-term debt, net of discounts | | | 2,623.5 | | | — |
Repayment of preference share capital | | | (457.4) | | | — |
Contributions to GPGI Holdings by GPGI | | | 2,120.4 | | | — |
Contribution by GPGI Holdings | | | — | | | 11.9 |
Contribution to Resolute Holdings | | | — | | | (11.9) |
Payments for taxes related to net share settlement of GPGI equity awards | |
| (26.8) | |
| (17.9) |
Distributions to GPGI Holdings' members | | | (133.2) | | | (21.6) |
Share repurchases | | | (88.9) | | | — |
Debt issuance costs | | | (38.3) | | | — |
Net cash provided by (used in) financing activities | |
| 591.0 | |
| (47.0) |
Effect of exchange rate changes on cash and cash equivalents | | | 3.8 | | | — |
Net increase (decrease) in cash and cash equivalents | |
| 14.3 | |
| 26.6 |
Cash and cash equivalents, beginning of period | |
| 161.4 | |
| 71.6 |
Cash and cash equivalents, end of period | | $ | 175.7 | | $ | 98.2 |
| | | | | | |
Supplementary disclosure of cash flow information: | |
| | |
| |
Cash paid for interest expense | | $ | 81.1 | | $ | 9.9 |
Cash paid for income taxes | | $ | 17.2 | | $ | 0.2 |
Supplemental disclosure of non-cash financing activities: | |
| | |
| |
Equity contribution from GPGI for acquisition using GPGI Class A Common Stock | | $ | 1,143.0 | | $ | — |
Equity used for acquisition | | $ | (1,143.0) | | $ | — |
Consolidation of GPGI Holdings net assets (liabilities), excluding cash, from execution of CompoSecure Management Agreement | | $ | — | | $ | (98.5) |
Operating lease right of use assets exchanged for lease liabilities | | $ | 38.8 | | $ | 5.3 |
Derivative asset - interest rate swap | | $ | — | | $ | (2.1) |
Recognition of non-cash interest carryforward to GPGI (per section 163j) | | $ | 5.3 | | $ | — |
6
Segment Statements of Operations and Non-GAAP Reconciliations
Resolute Holdings Management, Inc.
($ in millions, except share and per share amounts)
| | Three months ended | | | Nine months ended | ||||||||||||||||||||
| | September 30, 2026 | | | September 30, 2026 | ||||||||||||||||||||
| | ($ in millions except share and per share figures) | | | ($ in millions except share and per share figures) | ||||||||||||||||||||
| | Resolute | | GPGI | | Intercompany/ | | | | | Resolute | | GPGI | | Intercompany/ | | | | | ||||||
| | Holdings | | Holdings | | Eliminations | | Consolidated | | Holdings | | Holdings | | Eliminations | | Consolidated | | ||||||||
Management fees | | $ | 13.8 | | $ | — | | $ | (13.8) | | $ | — | | $ | 40.3 | | $ | — | | $ | (40.3) | | $ | — | |
Product sales | | | — | | | 509.6 | | | — | | | 509.6 | | | — | | | 1,390.6 | | | — | | | 1,390.6 | |
Net sales | | | 13.8 | | | 509.6 | | | (13.8) | | | 509.6 | | | 40.3 | | | 1,390.6 | | | (40.3) | | | 1,390.6 | |
Cost of sales | | | — | | | 300.7 | | | — | | | 300.7 | | | — | | | 861.1 | | | — | | | 861.1 | |
Gross profit | | | 13.8 | | | 208.9 | | | (13.8) | | | 208.9 | | | 40.3 | | | 529.5 | | | (40.3) | | | 529.5 | |
Total operating expenses | | | 4.2 | | | 100.0 | | | (13.8) | | | 90.4 | | | 12.8 | | | 409.0 | | | (40.3) | | | 381.5 | |
Income from operations | | | 9.6 | | | 108.9 | | | — | | | 118.5 | | | 27.5 | | | 120.5 | | | — | | | 148.0 | |
Total other income (expense) | | | (1.4) | | | (32.1) | | | — | | | (33.5) | | | (2.5) | | | (105.4) | | | — | | | (107.9) | |
Income (loss) before income taxes | | | 8.2 | | | 76.8 | | | — | | | 85.0 | | | 25.0 | | | 15.1 | | | — | | | 40.1 | |
Income tax (expense) | | | (14.0) | | | (2.0) | | | — | | | (16.0) | | | 18.3 | | | (27.3) | | | — | | | (9.0) | |
Net income (loss) | | | (5.8) | | | 74.8 | | | — | | | 69.0 | | | 43.3 | | | (12.2) | | | — | | | 31.1 | |
Net income (loss) attributable to non-controlling interest | | | — | | | 74.8 | | | — | | | 74.8 | | | — | | | (12.2) | | | — | | | (12.2) | |
Net income (loss) attributable to common stockholders | | $ | (5.8) | | $ | — | | $ | — | | $ | (5.8) | | $ | 43.3 | | $ | (0.0) | | $ | — | | $ | 43.3 | |
Net income (loss) per share attributable to common stockholders - diluted | | $ | (0.74) | | | | | | | | $ | (0.74) | | $ | 5.28 | | | | | | | | $ | 5.28 | |
Add: Equity-based compensation expensed at Resolute Holdings under GPGI Equity Plan (1) | | $ | — | | | | | | | | $ | — | | $ | 0.2 | | | | | | | | $ | 0.2 | |
Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) | | | — | | | | | | | | | — | | | — | | | | | | | | | — | |
Add: Spin-Off costs (3) | | | — | | | | | | | | | — | | | — | | | | | | | | | — | |
Less: Tax impact from consolidation of GPGI Holdings (4) | | | 11.3 | | | | | | | | | 11.3 | | | (26.5) | | | | | | | | | (26.5) | |
Net tax impact of pre-tax adjustments (5) | | | — | | | | | | | | | — | | | — | | | | | | | | | — | |
Fee-Related Earnings | | $ | 5.5 | | | | | | | | $ | 5.5 | | $ | 17.0 | | | | | | | | $ | 17.0 | |
Fee-Related Earnings per share - diluted | | $ | 0.69 | | | | | | | | $ | 0.69 | | $ | 2.08 | | | | | | | | $ | 2.08 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted weighted average shares used to compute: | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per share attributable to common stockholders | | | 7,819,626 | | | | | | | | | 7,819,626 | | | 8,206,611 | | | | | | | | | 8,206,611 | |
Fee-Related Earnings per share | | | 7,898,548 | | | | | | | | | 7,898,548 | | | 8,206,611 | | | | | | | | | 8,206,611 | |
7
| | Three months ended | | Nine months ended | ||||||||||||||||||||
| | September 30, 2025 | | September 30, 2025 | ||||||||||||||||||||
| | ($ in millions except share and per share figures) | | ($ in millions except share and per share figures) | ||||||||||||||||||||
| | Resolute | | GPGI | | Intercompany/ | | | | | Resolute | | GPGI | | Intercompany/ | | | | ||||||
| | Holdings | | Holdings | | Eliminations | | Consolidated | | Holdings | | Holdings | | Eliminations | | Consolidated | ||||||||
Management fees | | $ | 3.7 | | $ | — | | $ | (3.7) | | $ | — | | $ | 8.2 | | $ | — | | $ | (8.2) | | $ | — |
Product sales | | | — | | | 120.9 | | | — | | | 120.9 | | | — | | | 344.3 | | | — | | | 344.3 |
Net sales | | | 3.7 | | | 120.9 | | | (3.7) | | | 120.9 | | | 8.2 | | | 344.3 | | | (8.2) | | | 344.3 |
Cost of sales | | | — | | | 49.6 | | | — | | | 49.6 | | | — | | | 149.6 | | | — | | | 149.6 |
Gross profit | | | 3.7 | | | 71.3 | | | (3.7) | | | 71.3 | | | 8.2 | | | 194.7 | | | (8.2) | | | 194.7 |
Total operating expenses | | | 4.0 | | | 29.6 | | | (3.7) | | | 29.9 | | | 11.6 | | | 85.4 | | | (10.0) | | | 87.0 |
Income from operations | | | (0.3) | | | 41.7 | | | — | | | 41.4 | | | (3.4) | | | 109.3 | | | 1.8 | | | 107.7 |
Total other income (expense) | | | 0.2 | | | (2.1) | | | — | | | (1.9) | | | 0.1 | | | (6.6) | | | — | | | (6.5) |
Income (loss) before income taxes | | | (0.1) | | | 39.6 | | | — | | | 39.5 | | | (3.3) | | | 102.7 | | | 1.8 | | | 101.2 |
Income tax (expense) | | | (0.1) | | | — | | | — | | | (0.1) | | | (0.9) | | | — | | | — | | | (0.9) |
Net income (loss) | | | (0.2) | | | 39.6 | | | — | | | 39.4 | | | (4.2) | | | 102.7 | | | 1.8 | | | 100.3 |
Net income (loss) attributable to non-controlling interest | | | — | | | 39.6 | | | — | | | 39.6 | | | — | | | 102.7 | | | 1.8 | | | 104.5 |
Net income (loss) attributable to common stockholders | | $ | (0.2) | | $ | — | | $ | — | | $ | (0.2) | | $ | (4.2) | | $ | — | | $ | — | | $ | (4.2) |
Net income (loss) per share attributable to common stockholders - diluted | | $ | (0.03) | | | | | | | | $ | (0.03) | | $ | (0.49) | | | | | | | | $ | (0.49) |
Add: Equity-based compensation expensed at Resolute Holdings under GPGI Equity Plan (1) | | $ | 1.3 | | | | | | | | $ | 1.3 | | $ | 3.8 | | | | | | | | $ | 3.8 |
Add: Pro forma management fees from Jan 1, 2025 to Feb 27, 2025 (2) | | | — | | | | | | | | | — | | | 2.0 | | | | | | | | | 2.0 |
Add: Spin-Off costs (3) | | | — | | | | | | | | | — | | | 0.3 | | | | | | | | | 0.3 |
Less: Tax impact from consolidation of GPGI Holdings (4) | | | — | | | | | | | | | — | | | — | | | | | | | | | — |
Net tax impact of pre-tax adjustments (5) | | | — | | | | | | | | | — | | | (0.7) | | | | | | | | | (0.7) |
Fee-Related Earnings | | $ | 1.1 | | | | | | | | $ | 1.1 | | $ | 1.2 | | | | | | | | $ | 1.2 |
Fee-Related Earnings per share - diluted | | $ | 0.13 | | | | | | | | $ | 0.13 | | $ | 0.14 | | | | | | | | $ | 0.14 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted weighted average shares used to compute: | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per share attributable to common stockholders | | | 8,525,998 | | | | | | | | | 8,525,998 | | | 8,525,998 | | | | | | | | | 8,525,998 |
Fee-Related Earnings per share | | | 8,555,942 | | | | | | | | | 8,555,942 | | | 8,536,259 | | | | | | | | | 8,536,259 |
| (1) | Equity-based compensation required to be reported by Resolute Holdings related to awards issued under the GPGI, Inc Equity Incentive Plan, as amended (the “GPGI Equity Plan”). Equity granted under the GPGI Equity Plan relates to GPGI Class A Common Stock and has no impact on Resolute Holdings’ common stock outstanding. |
| (2) | Incremental management fees as if the CompoSecure Management Agreement was executed on January 1, 2025. |
| (3) | One-time costs associated with the Spin-Off from GPGI. |
| (4) | The tax impact of treating Resolute Holdings and GPGI Holdings, including Husky Holdings, as a consolidated entity under ASC 740, to arrive at the Resolute Holdings income tax expense if presented on a non-consolidated basis. |
| (5) | Tax-effect of pre-tax adjustments at a 32.5% estimated effective rate for 2026 and 31% rate for 2025. Only applied to those adjustments that would impact Resolute Holdings’ taxes. Equity-based compensation expense under the GPGI Equity Plan is expensed for tax purposes at GPGI and not Resolute Holdings. |
8
Additional Information
Segment Balance Sheets
Resolute Holdings Management, Inc.
($ in millions)
| | September 30, 2026 | | December 31, 2025 | ||||||||||||||||||||
| | ($ in millions) | | ($ in millions) | ||||||||||||||||||||
| | Resolute | | GPGI | | Intercompany/ | | | | | Resolute | | GPGI | | Intercompany/ | | | | ||||||
| | Holdings | | Holdings | | Eliminations | | Consolidated | | Holdings | | Holdings | | Eliminations | | Consolidated | ||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 5.4 | | $ | 170.3 | | $ | — | | $ | 175.7 | | $ | 4.4 | | $ | 157.0 | | $ | — | | $ | 161.4 |
Short-term investments | | | — | | | — | | | — | | | — | | | 3.1 | | | 41.0 | | | — | | | 44.1 |
Accounts receivable, net | | | 13.8 | | | 321.3 | | | (13.8) | | | 321.3 | | | 4.0 | | | 44.2 | | | (4.0) | | | 44.2 |
Inventories, net | | | — | | | 338.4 | | | — | | | 338.4 | | | — | | | 44.2 | | | — | | | 44.2 |
Income tax receivable | | | 0.4 | | | 7.0 | | | — | | | 7.4 | | | 0.2 | | | — | | | — | | | 0.2 |
Deferred tax asset | | | 26.4 | | | — | | | — | | | 26.4 | | | — | | | — | | | — | | | — |
Prepaid expenses and other current assets | | | 0.3 | | | 34.7 | | | — | | | 35.0 | | | 0.2 | | | 3.2 | | | — | | | 3.4 |
Total current assets | | | 46.3 | | | 871.7 | | | (13.8) | | | 904.2 | | | 11.9 | | | 289.6 | | | (4.0) | | | 297.5 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net | | | — | | | 563.2 | | | — | | | 563.2 | | | — | | | 21.6 | | | — | | | 21.6 |
Goodwill | | | — | | | 2,919.7 | | | — | | | 2,919.7 | | | — | | | — | | | — | | | — |
Intangible assets, net | | | — | | | 1,698.9 | | | — | | | 1,698.9 | | | — | | | 1.9 | | | — | | | 1.9 |
Right of use assets, net | | | 1.1 | | | 67.6 | | | — | | | 68.7 | | | 1.0 | | | 8.9 | | | — | | | 9.9 |
Deferred tax asset | | | 0.2 | | | 23.3 | | | — | | | 23.5 | | | 0.2 | | | — | | | — | | | 0.2 |
Other long-term assets | | | — | | | 14.0 | | | — | | | 14.0 | | | — | | | 1.6 | | | — | | | 1.6 |
Total assets | | | 47.6 | | | 6,158.4 | | | (13.8) | | | 6,192.2 | | | 13.1 | | | 323.6 | | | (4.0) | | | 332.7 |
| | | | | | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | | — | | | 100.5 | | | 0.1 | | | 100.6 | | | — | | | 11.8 | | | 0.1 | | | 11.9 |
Accrued expenses | | | 6.7 | | | 255.2 | | | (13.8) | | | 248.1 | | | 5.4 | | | 47.0 | | | (4.0) | | | 48.4 |
Deferred revenue | | | — | | | 201.1 | | | — | | | 201.1 | | | — | | | — | | | — | | | — |
Income tax payable | | | — | | | 46.8 | | | — | | | 46.8 | | | 0.1 | | | — | | | — | | | 0.1 |
Current portion of long-term debt | | | 13.5 | | | 12.0 | | | — | | | 25.5 | | | — | | | 15.0 | | | — | | | 15.0 |
Current portion of lease liabilities – operating leases | | | 0.1 | | | 14.3 | | | — | | | 14.4 | | | 0.1 | | | 2.1 | | | — | | | 2.2 |
Other current liabilities | | | — | | | 4.9 | | | — | | | 4.9 | | | — | | | — | | | — | | | — |
Total current liabilities | | | 20.3 | | | 634.8 | | | (13.7) | | | 641.4 | | | 5.6 | | | 75.9 | | | (3.9) | | | 77.6 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income tax payable | | | — | | | 21.8 | | | — | | | 21.8 | | | — | | | — | | | — | | | — |
Long-term debt, net of deferred financing costs | | | 64.6 | | | 2,059.5 | | | — | | | 2,124.1 | | | — | | | 169.1 | | | — | | | 169.1 |
Deferred tax liability | | | — | | | 209.4 | | | — | | | 209.4 | | | — | | | — | | | — | | | — |
Lease liabilities, operating leases | | | 1.1 | | | 52.7 | | | — | | | 53.8 | | | 1.0 | | | 7.3 | | | — | | | 8.3 |
Other long-term liabilities, net | | | — | | | 21.9 | | | — | | | 21.9 | | | — | | | — | | | — | | | — |
Total liabilities | | | 86.0 | | | 3,000.1 | | | (13.7) | | | 3,072.4 | | | 6.6 | | | 252.3 | | | (3.9) | | | 255.0 |
| | | | | | | | | | | | | | | | | | | | | | | | |
Additional paid-in capital | | | 19.6 | | | — | | | — | | | 19.6 | | | 18.9 | | | — | | | — | | | 18.9 |
Retained earnings (accumulated deficit) | | | 35.0 | | | — | | | — | | | 35.0 | | | (8.3) | | | — | | | — | | | (8.3) |
Treasury stock | | | (93.0) | | | — | | | — | | | (93.0) | | | (4.1) | | | — | | | — | | | (4.1) |
Total stockholders' equity (deficit) | | | (38.4) | | | — | | | — | | | (38.4) | | | 6.5 | | | — | | | — | | | 6.5 |
Non-controlling interest | | | — | | | 3,158.3 | | | (0.1) | | | 3,158.2 | | | — | | | 71.3 | | | (0.1) | | | 71.2 |
Total equity (deficit) | | | (38.4) | | | 3,158.3 | | | (0.1) | | | 3,119.8 | | | 6.5 | | | 71.3 | | | (0.1) | | | 77.7 |
Total liabilities and stockholders' equity (deficit) | | $ | 47.6 | | $ | 6,158.4 | | $ | (13.8) | | $ | 6,192.2 | | $ | 13.1 | | $ | 323.6 | | $ | (4.0) | | $ | 332.7 |
9