10-K - GPGI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from to

Commission File Number 001-39687

GPGI, Inc.

(Exact name of registrant as specified in its charter)

Delaware	85-2749902
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br><br>Identification Number)

309 Pierce Street Somerset, New Jersey 08873

(908) 518-0500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	GPGI	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of

the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): ☐

As of June 30, 2025, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant's voting and non-voting common stock outstanding, other than shares held by affiliates of the registrant at that date, computed by reference to the closing sales price for the registrant's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), on June 30, 2025, as reported on the Nasdaq Global Market, the market on which the Class A Common Stock was listed on such date, was approximately $665 million (based on the closing sales price of the Class A Common Stock on June 30, 2025 of $14.09).

As of March 2, 2026, there were approximately 289,642,587 shares of the registrant's Class A common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement to be filed pursuant to Regulation 14A with the SEC within 120 days after December 31, 2025 are incorporated by reference into Part III of this Annual Report on Form 10-K and certain documents are incorporated by reference into Part IV.

	Page
Part I	4
Item 1. Business	4
Item 1A. Risk Factors	11
Item 1B. Unresolved Staff Comments	41
Item 1C. Cybersecurity	41
Item 2. Properties	42
Item 3. Legal Proceedings	43
Item 4. Mine Safety Disclosures	43
Part II	44
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	44
Item 6. Reserved.	46
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	64
Item 8. Audited Financial Statements	66
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	114
Item 9A. Controls and Procedures	114
Item 9B. Other Information	115
Part III	116
Item 10. Directors, Executive Officers and Corporate Governance	116
Item 11. Executive Compensation	116
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	116
Item 13. Certain Relationships and Related Transactions, and Director Independence	117
Item 14. Principal Accountant Fees and Services	117
Part IV	118
Item 15. Exhibits and Financial Statement Schedules	118
Item 16. Form 10-K Summary	124
Signatures	125

Item 1. Business

BUSINESS

Background & Strategy

GPGI, Inc. (formerly CompoSecure, Inc.) (“GPGI” and, together with its subsidiaries as the context requires, the "Company," “we”, “us” or “our”), is a permanent capital platform designed to acquire, own, and scale high-quality businesses that hold “great positions in good industries.” The operations, capital allocation, and strategy of our operating businesses are managed by Resolute Holdings Management, Inc. (NYSE: RHLD) (“Resolute Holdings”), an entity that was initially formed as a wholly owned subsidiary of the Company and was subsequently spun off to the Company's shareholders on a pro rata basis. This management structure is designed to eliminate the constraints found in traditional structures to attract great operators to lead and manage each business within GPGI. The leaders of each operating business benefit from the support and experience of Resolute Holdings, allowing them to focus on operating their respective businesses. We are focused on systematically deploying the Resolute Operating System (“ROS”) across the Company, which we believe will instill a high-performance culture and drive continuous improvement at each business, resulting in more consistent growth, earnings, and returns for shareholders of GPGI.

The Company has evolved from a single operating business into a diversified permanent capital platform that is today comprised of two market leading businesses: (1) CompoSecure, L.L.C. (“CompoSecure”), a leading manufacturer of premium metal credit cards and provider of secure authentication solutions, and (2) Husky Holdings LLC (“Husky”), a leading manufacturer of injection molding equipment and aftermarket services for the food, packaging, and medical markets. Our focus is to (i) improve the operating performance of CompoSecure and Husky through the consistent deployment of ROS into each business, and (ii) continuously evaluate opportunities to acquire additional businesses that can benefit from the ROS and the Company’s permanent capital base.

Future acquisitions may be bolt-ons to existing operating companies, where a product or service may bolster that business’s capabilities, reach, or offerings. Acquisitions may also be additional operating businesses that participate in different industries than CompoSecure or Husky and would constitute an entirely new business segment. For all new operating companies we evaluate, we rigorously assess them against six criteria. All of these potential acquisitions are assessed to understand if they (1) have a great position, (2) operate in a good industry, (3) are able to differentiate the product or service they offer through technological differentiation, (4) have opportunities for organic growth, (5) have opportunities for inorganic growth, and (6) have opportunities for margin expansion, all while generating sustainable free cash flow. These criteria are critically important to us because we want to acquire businesses with sufficiently durable competitive moats that are worth making strategic investments in to allow for the full benefits of ROS implementation to be realized.

As a function of the Company’s permanent capital base, we believe our platform is a structurally advantaged buyer for private assets. Specifically, we believe GPGI offers an alternative and more favorable exit pathway for large, sponsor-owned assets that are otherwise limited to an initial public offering. We can offer more upfront cash proceeds to the seller, provide speed and certainty, lower the concentrated ownership overhang with access to our high-quality, long-term, and diversified shareholder base, set up the business for success with right-sized leverage, and provide the opportunity to participate in future Resolute Holdings-led value creation. These structural benefits collectively position GPGI to make accretive acquisitions of high-quality businesses at a fair price.

History & Structure

stock purchase agreements pursuant to which the selling Class B stockholders exchanged their 51,908,422 Class B units and corresponding Class B shares for Class A shares, (collectively, the "Tungsten Transactions") eliminating the Company's existing dual-share class structure. The Company was not party to the stock purchase agreements related to the Tungsten Transactions. The Tungsten Transactions closed on September 17, 2024 and as a result, Tungsten became the majority owner of the Company by acquiring 49,290,409 shares of Class A Common Stock of the Company for an aggregate purchase price of approximately $372 million, or $7.55 per share, representing an approximately 60% voting interest in the Company at the time of the Tungsten Transactions.

On September 27, 2024, Resolute Holdings was created as a wholly owned subsidiary of GPGI Holdings, L.L.C. (formerly CompoSecure Holdings, L.L.C) (“Holdings”). On February 28, 2025, the Company distributed all shares of common stock of Resolute Holdings (“Resolute Holdings Common Stock”) on a pro rata basis to the holders of the Company’s Class A Common Stock as of the February 20, 2025 record date (the “Spin-Off”). Each stockholder of record who held shares of the Company’s Class A Common Stock on February 20, 2025, received one share of Resolute Holdings common stock for every twelve shares of the Company’s common stock then held.

In connection with the completion of the Spin-Off, Holdings entered into a management agreement with Resolute Holdings (the "CompoSecure Management Agreement"), pursuant to which Resolute Holdings is responsible for managing the day-to-day business and operations and overseeing the strategy of Holdings and its controlled affiliates in exchange for a fee.

Pursuant to the CompoSecure Management Agreement, Holdings pays Resolute Holdings a quarterly management fee (the “CompoSecure Management Fee”), payable in arrears, in a cash amount equal to 2.5% of Holdings’ last twelve months' Adjusted EBITDA, as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“Management Agreement Adjusted EBITDA”). Management Agreement Adjusted EBITDA reflects (a) Holdings’ earnings before interest, taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non-recurring expenses, and the CompoSecure Management Fee, less (b) the Company’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). Management Agreement Adjusted EBITDA for GPGI Holdings is calculated without duplication of Husky Holdings’ Adjusted EBITDA as defined in the Husky Management Agreement (as defined below) and its share of Parent Allocated Expense. Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to Holdings under the CompoSecure Management Agreement. Resolute Holdings will determine, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by Holdings.

On November 2, 2025, the Company entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC ("Platinum Equity"), pursuant to which the Company combined with Husky Technologies Limited for aggregate consideration of approximately $4.976 billion, comprised of cash and shares of the Company’s Class A Common Stock (the “Husky Combination”). Concurrently with the execution of the Share Purchase Agreement, the Company entered into purchase agreements with certain investors (“PIPE Investors”), pursuant to which the Company agreed to issue and sell to such investors in a private placement an aggregate of 106.1 million shares of Class A Common Stock at a purchase price per share of $18.50 per share, for an aggregate purchase price of approximately $1.96 billion, subject to consummation of the Husky Transaction (the “PIPE Transaction,” and together with the Husky Combination, the "Husky Transaction"). The Husky Transaction was completed on January 12, 2026, whereby Husky became a wholly owned subsidiary of Holdings.

In conjunction with the closing of the Husky Transaction, Husky and Resolute Holdings entered into a management agreement (the "Husky Management Agreement") on substantially identical terms as the CompoSecure Management Agreement (as described above), pursuant to which Resolute Holdings provides management and other related services to Husky in exchange for payment of quarterly management fees.

Following the closing of the Husky Transaction, the Company rebranded to GPGI and, beginning on January 23, 2026, the Company’s Class A Common Stock continued trading on the New York Stock Exchange (the "NYSE") under the ticker symbol “GPGI.”

The Company’s current entity structure as of the date of this report is as follows:

CompoSecure Business

CompoSecure, founded in 2000, and headquartered in Somerset, New Jersey, is the global leader in the design and manufacturing of premium metal payment cards and secure authentication solutions. CompoSecure pioneered the use of metal in payment cards dating back to 2003 and combines industry-leading innovation, advanced materials science, and proprietary manufacturing processes to deliver highly differentiated products to its customers. CompoSecure’s metal payment cards integrate a metal core with EMV® (acronym representing Europay, Mastercard, and Visa) chips, magnetic stripes, and contactless payment technology, while meeting stringent certification requirements from global payment networks. CompoSecure’s metal cards deliver a distinctive weight, a premium aesthetic, and enhanced durability for consumers, while its issuer customers benefit from the ability to attract higher-value consumers, reduce cardholder churn, and unlock higher customer spend relative to traditional plastic cards.

CompoSecure maintains approximately 75%+ market share in the global metal payment card market and delivered more than 32 million payment cards in 2025, serving over 150 customers across 200 branded and co-branded card programs. The company’s leading position is reinforced by long-standing customer relationships with leading bank issuers like American Express, JPMorgan Chase and Capital One, and financial technology companies like Coinbase, Robinhood, and Gemini. CompoSecure’s customers generate highly recurring demand for metal payment cards after initial program launch, driven by new account acquisition, portfolio expansion, product upgrades, and reissuance for loss, theft, or card expiration. With an estimated global addressable market of approximately 5.5 billion payment cards in issuance, the company’s total penetration is estimated to be less than 1% of total payment cards in issuance and delivered each year.

Arculus platform. Arculus combines a physical metal card with a mobile software application to enable three-factor secure authentication, high-value transaction authorization, and management of digital assets in cold storage. With its tap-to-authenticate technology, Arculus provides tamper resistance, cryptographic security, and ease of use for enterprise and individual customers facing increased cybersecurity risks across diverse end markets.

CompoSecure has developed the ability to provide volume and quality at the scale required for the success of its very large customer programs, while also driving manufacturing efficiencies and a cost advantage. The company also has separate manufacturing operations designed to optimize smaller quantity production runs for pilot or more specialized card programs. Coupled with its manufacturing footprint, CompoSecure holds over 1,000 design and utility patents, representing more than 65 U.S. and foreign patent families issued and more than 35 U.S. and foreign patent family applications pending. The company expects to continue developing innovations for payment card form factor design, components, and manufacturing methods, as well as further technological innovations for the Arculus platform.

Husky Business

Headquartered in Bolton, Ontario, Husky is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services. Since its founding in 1953, Husky has focused on developing highly technical precision technologies instrumental in the delivery of food, beverages, medical devices, and other applications including general packaging and closures, thinwall packaging, and consumer products. Husky delivers its integrated capabilities through a combination of systems, tooling, and aftermarket parts and services to create value for customers throughout the entire lifecycle of its solutions. As of December 31, 2025, Husky serves approximately 4,000 customers in approximately 140 countries through approximately 13,500 installed systems, including over 6,000 fully integrated polyethylene terephthalate (“PET”) systems.

Husky’s injection molding equipment solutions are focused on maximizing performance by increasing productivity, reducing part variability, and reducing maintenance to minimize the total cost of ownership for ultra-high volume applications. The company’s product mix includes injection molding systems, application-specific molds and hot runners, and advanced precision controller technologies. Additionally, Husky has developed its Advantage+Elite remote asset monitoring, enabling its technical service team to monitor customers’ equipment around the world on a real time basis to provide proactive service. Using advanced data algorithms, the company is able to remotely predict performance deterioration and identify issues before they occur, avoiding unplanned downtime and expanding its customer share of wallet. Due to its market leading installed base of equipment, Husky generates approximately 65% of its revenue from highly recurring aftermarket molds, hot runners and controllers, service contracts, aftermarket parts and tooling, and technology upgrades.

Husky has a significant market position in PET beverage systems and aftermarket molds with a highly diversified customer base. The company’s well-established position is underpinned by its extensive intellectual property and trade secret knowledge base developed over decades of research and development investment and customer-centric innovation. Husky has approximately 1,350 issued and active patents and has significant brand recognition amongst its customers who view it as the premier name in quality, service, and value.

Husky has a global operating footprint consisting of manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China, and India. The company also has an extensive sales and service network consisting of approximately 650 service representatives, with service technicians located in over 50 countries.

The Husky Transaction was completed on January 12, 2026, and accordingly, the Company’s results of operations and financial statements for the fiscal year ended December 31, 2025 do not reflect the results of Husky, which was not a part of the Company until after the completion of this fiscal period.

Human Capital/Employees

As of February 1, 2026, CompoSecure had approximately 971 full-time employees, and 6 part-time employees and Husky had approximately 4,556 full-time employees, and 80 part-time employees.

The Company is committed to upholding and promoting human rights in all aspects of its operations. The Company believes in the inherent dignity and equal rights of every individual, and recognizes a responsibility to respect and protect these rights. As an Equal Opportunity Employer, the Company does not discriminate against any employee or job applicant based on race, ethnicity, religion, national origin, sex, physical or mental disability, or age.

The Company focuses human capital efforts on attracting and retaining employees with skills and experience which benefit the business and support the Company's mission and values. Compensation programs are competitive, including base wage and salary rates, annual cash incentives, long-term equity incentives, medical, dental and vision insurance, paid time off, and employee assistance program, and other benefits. The Company also fosters ongoing management development through training and promotions.

The Company promotes honest, ethical and respectful conduct. The Company's Code of Conduct sets the standards for appropriate behavior, and employees are required to follow these standards and participate in regular training programs. The Company encourages employees to bring forward issues and concerns, and maintains a whistleblower hotline system. The Company conducts ongoing employee training programs for ethics, anti-harassment and other important programs and policies. The Company and its employees participate in community initiatives to enhance the lives of people in the communities in which the Company and its employees work and live through volunteerism, charitable giving and other support. The Company’s Code of Conduct is available at https://gpgi.com/corporate-governance/.

Additional Information

Our website is www.GPGI.com. We make available through the “Investors” section, free of charge, our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, Proxy Statements and Forms 3, 4 and 5, and amendments to those reports, as soon as reasonably practicable after filing such materials with or furnishing such documents to the Securities and Exchange Commission (the “SEC”). The information found on our website is not a part of this or any other report filed with or furnished to the SEC.

The SEC maintains a site that contains reports, proxy and information statements, and other information regarding issues, such as the Company, that file electronically with the SEC at www.sec.gov.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, and the documents incorporated by reference herein, may contain 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 GPGI, Inc. (the "Company," "we" or "us") believes that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company 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 the Company’s possible or assumed future actions, business strategies, events, or results of operations, 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 the Company’s future results and could cause those results or other outcomes to differ materially from those expressed or implied in the Company’s forward-looking statements:

•Risks of rapidly evolving domestic and global economic conditions, which are beyond our control;

•We may not be able to sustain our revenue growth rate in the future;

•We may fail to retain existing customers or identify and attract new customers;

•Our dependence on certain distribution partners and the risk of their loss;

•Risks to market share and profitability due to competition;

•As consumers and businesses spend less, our businesses, operation outcomes and financial state may be adversely affected;

•Production quality and manufacturing process disruptions could adversely affect our businesses;

•Disruptions in our supply chain or the performance of our suppliers and/or development partners could occur;

•Our future growth may depend upon our ability to develop and commercialize new products, and we may be unable to introduce new products and services in a timely manner;

•Our failure to operate our businesses in compliance with the security standards of the payment card industry or other industry standards applicable to our customers, such as payment networks certification standards, could adversely affect our businesses;

•Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage and increase risks of litigation;

•System outages, data loss, disruptions at our primary production facility or other interruptions could affect our operations;

•Product liability and warranty claims and their associated costs may adversely affect our businesses;

•We rely on licensing arrangements in production and other fields, and actions taken by any of our licensing partners could have a material adverse effect on our businesses;

•The adoption of new tax legislation could affect our financial performance;

•The risk that the anticipated benefits of our combination with Husky Technologies Limited (“Husky,” and such combination, the “Husky Transaction”) or any future acquisitions may not be fully realized or may take longer to realize than expected;

•Risks related to the significant international operations of our Husky business;

•Unexpected costs, charges or expenses resulting from the Husky Transaction or any future acquisition or difficulties in integrating and operating acquired companies;

•Risks relating to the management of our businesses by Resolute Holdings Management, Inc., including our reliance on Resolute Holdings for management services under the Management Agreements (as defined below), each of which gives Resolute Holdings substantial influence over our businesses, operations, and strategy;

•The outcome of any legal proceedings that have been or may be in the future instituted against us, our businesses or others;

•Our inability to safeguard against misappropriation or infringement of our intellectual property may adversely affect our businesses;

•We may incur substantial costs because of litigation or other proceedings relating to patents and other intellectual property rights;

•Escalating U.S. tariffs or other trade restrictions on imported raw materials, and any retaliatory measures by other countries, could increase our costs which could have a material adverse impact on our results of operations;

•Future exchange and interest rates;

•We have limited experience in the digital assets industry and may not succeed in fully commercializing the products and solutions derived from the technology of the Arculus Holdings, L.L.C. subsidiary (“Arculus”) of our CompoSecure business;

•Risks related to the rapid evolution of the security markets, including that our CompoSecure business’ Arculus Authenticate solutions may not achieve widespread market acceptance or may not provide sufficient protection;

•Digital asset storage systems, such as the Arculus Cold Storage Wallet, are subject to potential illegal misuse, risks related to a loss of funds due to theft of digital assets, security and cybersecurity risks, system failures and other operational issues, which could cause damage to the reputation and brand of our CompoSecure business and us;

•Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects our business, prospects or operations; and

•Other risks and uncertainties indicated in this report, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described in the “Risk Factors” section. The risks described in “Risk Factors” are not exhaustive. New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can the Company assess the impact of all such risk factors on its businesses or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company 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.

Item 1A. Risk Factors

Summary of Risk Factors

An investment in our securities involves substantial risk. The occurrence of one or more of the events or circumstances described in the section entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following:

•Risks Related to Our Businesses

◦Rapidly evolving domestic and global economic conditions are beyond our control and could materially adversely affect our business, operations, and results of operations.

◦Any failure by us to identify, manage, integrate and complete acquisitions and other significant transactions successfully could harm our financial results, business and prospects.

◦Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations.

◦System outages, data loss or other interruptions affecting our operations could adversely affect our business and reputation.

•Risks Related to the Management Agreements

◦Risks associated with the management of our businesses for a fee by Resolute Holdings, which has substantial influence over our businesses, operations and strategy and upon which our businesses are heavily reliant.

•Risks Related to the Business of CompoSecure

◦Failure to retain existing customers or identify and attract new customers could adversely affect the business, financial condition and results of operations of our CompoSecure business.

◦The future growth of our CompoSecure business may depend upon its ability to develop and commercialize new products, and our CompoSecure business may be unable to introduce new products and services in a timely manner.

◦A disruption in the operations or supply chain of our CompoSecure business or the performance of its suppliers and/or development partners could adversely affect the business and financial results of our CompoSecure business.

◦Security markets, including the market for authentication solutions, are rapidly evolving to address increasing and challenging cyber threats, including identity theft, and our CompoSecure business’ Arculus Authenticate solutions may not achieve widespread market acceptance.

◦Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects the business, prospects or operations of our CompoSecure business.

◦Production quality and manufacturing process disruptions could adversely affect our CompoSecure business.

•Risks Related to the Business of Husky

◦The results of operations of the Husky business are reliant on unpredictable customer purchasing trends.

◦Growth in emerging markets may impact the sales of the Husky business.

◦There is no certainty that the Husky business will be able to manage fluctuations in raw materials.

◦Failure of suppliers to deliver in a timely and cost-effective manner would adversely impact our operations.

◦The significant international operations of the Husky business subject us to risks inherent in doing business in foreign jurisdictions.

◦New or increased taxes or other governmental regulations targeted to decrease the consumption of certain type of beverages may adversely affect our Husky business.

•Risks Related to Our Indebtedness

◦Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness.

◦We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

◦Despite our high level of indebtedness, we and our subsidiaries are able to incur significant additional amounts of debt or we may pay dividends or make other payments in the future, which could further exacerbate the risks associated with our substantial financial leverage.

◦Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

•General Risks Related to the Ownership of Our Securities

◦Our only significant asset is our ownership of our subsidiaries’ businesses. If the businesses of our subsidiaries are not profitably operated, they may be unable to make distributions to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

◦Provisions in our certificate of incorporation (the "Charter") and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

◦We may be unable to satisfy the NYSE listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

◦If our performance does not meet market expectations, the price of our securities may decline.

◦Because certain significant stockholders control a significant percentage of our Class A Common Stock, such stockholders may influence major corporate decisions of the Company and our interests may conflict with the interests of other holders of our Class A Common Stock.

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. Additionally, the risks and uncertainties described in this report, or in any document incorporated by reference herein, are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risks Related to Our Businesses

Rapidly evolving domestic and global economic conditions are beyond our control and could materially adversely affect our business, operations, and results of operations.

U.S. and international markets may experience uncertain and volatile economic conditions. These conditions make it extremely difficult for us and our suppliers to accurately forecast and plan future business activities. Additionally, a significant downturn in the domestic or global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.

We may not be able to sustain our revenue growth rate in the future.

We may not continue to achieve sales growth in the future and you should not consider our sales growth in fiscal 2025 as indicative of future performance. It is also possible that our growth rate may slow in future periods due to a number of factors, which may include slowing demand for our products, increased competition, decreasing growth of the overall market, or inability to engage and retain customers. If we are unable to maintain consistent sales or continue our sales growth, it may be difficult for us to maintain profitability.

Any failure by us to identify, manage, integrate and complete acquisitions and other significant transactions successfully could harm our financial results, business and prospects.

As part of our business strategy, we intend to, from time to time, seek to acquire businesses or interests in businesses, including non-controlling interests, or form joint ventures or create strategic alliances. The due diligence we undertake with respect to potential targets may not reveal or highlight all relevant facts that are necessary or helpful in evaluating the potential target, and we will incur expenses in connection with performing such due diligence whether or not an acquisition is ultimately completed. Whether we realize the anticipated benefits from such activities may depend, in part, upon the successful integration between the businesses involved, the performance and development of the underlying products, capabilities or technologies, our correct assessment of assumed liabilities and the management of the operations. Accordingly, our financial results could be adversely affected by unanticipated performance and liability issues, our failure to achieve benefits we expected to obtain, transaction-related charges, amortization related to intangibles, and charges for impairment of long-term assets.

Our ability to realize the expected benefits of an acquisition may also be subject to, among other things, our ability to complete the timely integration of operations and systems, standards, controls, procedures, policies and technologies, difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination, difficulties in managing the expanded operations of a significantly larger and more complex combined business, or difficulties in implementing our strategies, including the Resolute Operating System, at the acquired businesses.

Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations.

Our information technology (“IT”) infrastructure’s ability to reliably and securely protect the sensitive confidential information of our customers, which include large financial institutions, is critical to our business. Security breaches have become more common across many industries. Cyber incidents have been increasing in sophistication, including through the use of novel tools and strategies such as those that leverage AI, and can include third parties gaining access to employee or customer data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, card skimming code, and other deliberate attacks and attempts to gain unauthorized access. The occurrence of these types of incidents in our computer networks, databases or facilities could lead to the inappropriate use or disclosure of personal information, including sensitive personal information of customers and employees, which could harm our business and reputation, adversely affect consumers’ confidence in our business and products, result in inquiries and fines or penalties from regulatory or governmental authorities, cause a loss of customers, pose increased risks of lawsuits and subject us to potential financial losses.

Additionally, it is possible that unauthorized access to sensitive customer and business data may be obtained through inadequate use of security controls by our customers, suppliers or other vendors.

We have administrative, technical, and physical security measures in place, and we have policies and procedures in place to both evaluate the security protocols and practices of our vendors and to contractually require service providers to whom we disclose data to implement and maintain reasonable privacy and security measures. However, although cybersecurity remains a high priority, our activities and investment may not sufficiently protect our system or network against cyber threats, nor sufficiently prevent or limit the damage from any future security breaches. As our businesses expand and these threats continue to evolve, we may be required to expend significant capital and other resources to protect against these security breaches or to alleviate problems caused by these

breaches, including costs to deploy additional personnel and protection technologies, integrate cybersecurity programs and systems across businesses, train employees, and engage third-party experts and consultants, which could materially and adversely affect our business, financial condition and results of operations. These threats continue to increase as the frequency, intensity and sophistication of attempted attacks and intrusions increase around the world. In particular, ransomware attacks, including those from organized criminal threat actors, nation-states and nation-state supported actors, are becoming increasingly prevalent and severe. For example, in March 2023, the Husky business experienced a cybersecurity incident involving unauthorized access to certain systems and the exfiltration of certain data. Following the incident, the Husky business undertook response and remediation actions, including engaging external advisors, investigating the incident, restoring affected systems, and enhancing security controls. In connection with the incident, the Husky business made a payment to the threat actor. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting payments, and there is always a risk that the threat actor will not adhere to negotiated terms or that threat actors will initiate other attacks. Any cybersecurity incidents, or abuse or misuse of our internal platform controls and system tools, even if inadvertent, could result in potential legal liability and reputational damage to both the customers of our businesses and us, which could significantly and adversely harm our business and reputation. In addition, if it becomes necessary for our businesses to further restrict the availability or use of platform controls and system tools by employees in response to any abuse or misuse, the ability of our businesses to deliver high-quality and timely customer support could be impaired.

Although we maintain cyber liability insurance, this insurance may be subject to limitations, exclusions, deductibles or coverage disputes, and we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. Furthermore, any material breach of our security systems could result in material adverse consequences, including operational disruptions, loss or unauthorized disclosure of sensitive or confidential information, harm to our competitive position, result in a loss of customer trust and confidence, result in reputational harm, lead to litigation, regulatory inquiries or enforcement actions, and cause us to incur significant costs to mitigate or remedy any damage resulting from system or network disruptions, whether caused by cyberattacks, security breaches or otherwise, which could ultimately adversely affect our business, financial condition and results of operations.

Risks associated with our technology systems, including system outages, data loss or others, could adversely affect our business and reputation.

The ability to efficiently execute and operate business functions and systems without interruption is critical to our business. A significant portion of the communication between our employees, customers, and suppliers rely upon our integrated and complex IT systems. We depend on the reliability of our IT infrastructure and software, and our ability to expand and innovate our technologies and technological processes in response to changing needs. A system outage or data loss or interruption could cause damage to our brand and reputation. Such operational interruptions could also cause us to become liable to third parties, including our customers. We must be able to protect our processing and other systems from interruption to successfully operate our business. In an effort to do so, we have taken preventative actions and adopted protective procedures to ensure the continuation of core business operations in the event that normal operations could not be performed because of events outside of our control. These actions and procedures taken and adopted by us may, however, insufficiently prevent or limit the damage from future disruptions, if any, and any such disruptions could adversely affect our business, financial condition and results of operations.

Additionally, new technologies, such as the use of AI and machine learning, present evolving and significant legal and operational risks for us and our third-party vendors. We have begun to use AI and machine learning technologies, including those licensed from third parties, in our processes and technologies. Our ability to continue to use such technologies at the scale necessary may depend on our ability to increase our investments in such technologies, and on our access to specific third-party software and infrastructure, some of which may not be available on terms we find commercially acceptable or at all. The availability of these tools is also subject to disruption, outages and vulnerabilities, and our use of these tools may subject us to additional risks, including

misuse, information loss, reputational harm, intellectual property risks, and others. There can be no assurance that the usage of AI will enhance our strategies or initiatives, or enhance our products or services.

Our inability to safeguard against misappropriation or infringement of our intellectual property may adversely affect our business.

Our patents, trade secrets and other intellectual property rights are critical to our business. Our ability to safeguard our proprietary product designs and production processes against misappropriation by third parties is necessary to maintain our competitive position within our industry. Therefore, we routinely enter into confidentiality agreements with our employees, consultants and strategic partners to limit access to, and distribution of, our proprietary information in an effort to safeguard our proprietary rights and trade secrets. However, such efforts may not adequately protect our intellectual property against infringement and misappropriation by unauthorized third parties. Such third parties could interfere with our relationships with customers if successful in attempts to misappropriate our proprietary information or copy our products designs, or portions thereof. Additionally, because some of our customers purchase products on a purchase order basis and not pursuant to a detailed written contract, where we do not have the benefit of written protections with respect to certain intellectual property terms beyond standard terms and conditions, we may be exposed to potential infringement of our intellectual property rights. Enforcing our intellectual property rights against unauthorized use may be expensive and cause us to incur significant costs, all of which could adversely affect our business, financial condition and results of operations. There is no assurance that our existing or future patents will not be challenged, invalidated or otherwise circumvented. The patents and intellectual property rights we obtain, including our intellectual property rights which are formally registered in the United States and abroad, may be insufficient to provide meaningful protection or commercial advantage. Moreover, we may have difficulty obtaining additional patents and other intellectual property protections in the future. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which we provide our products or services. Any of the foregoing factors may have a material adverse effect on our business.

We may incur substantial costs because of litigation or other proceedings relating to patents and other intellectual property rights.

Companies in the industries in which we operate have commenced litigation to properly protect their intellectual property rights. Any proceedings or litigation that we initiate to enforce our intellectual property rights, or any intellectual property litigation asserted against us, could be costly and divert the attention of managerial and other personnel and further, could result in an adverse judgment or other determination that could preclude us from enforcing our intellectual property rights or offering some of our products to our customers. Royalty or other payments arising in settlements could negatively impact our profit margins and financial results. If we are unable to successfully defend against claims that we have infringed the intellectual property rights of others, we may need to indemnify some customers and strategic partners related to allegations that our products infringe the intellectual property rights of others. Additionally, some of our customers, suppliers and licensors may not be obligated to indemnify us for the full costs and expenses of defending against infringement claims. We may also be required to defend against alleged infringement of the intellectual property rights of third parties because our products contain technologies properly sourced from suppliers or customers. We may be unable to determine in a timely manner or at all whether such intellectual property use infringes the rights of third parties. Any such litigation or other proceedings could adversely affect our business, financial condition and results of operations.

Our long-lived assets represent a significant portion of our total assets, and their full value may never be realized.

We review other long-lived assets for impairment on an as-needed basis and when circumstances, alterations, or other events indicate that an asset group or carrying amount of an asset may not be recoverable. Examples of these other long-lived assets include intangible but identifiable assets and plant, equipment, and leasehold improvements. Such write-downs of long-lived assets may result from a drop in future expected cash flows and worsening performance, among other factors. If we must write-down long-lived assets, we record the appropriate charge, which may adversely affect our results of operations.

If tariffs and other restrictions on imported goods are imposed by the U.S. government, our revenue and operations may be materially and adversely affected.

A portion of the raw materials used by our businesses to manufacture the products they produce are obtained, directly or indirectly, from companies located outside of the United States. There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies and tariffs. Recently, tariffs have been imposed on imports from certain countries outside of the United States. For example, the Trump administration has instituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including a significant increase in tariffs on goods imported into the U.S., and has signaled possibly imposing further restrictions on international trade. As a result, further trade restrictions and/or tariffs may be forthcoming. Certain international trade agreements may also be at risk, as the current U.S. administration has voiced some opposition in respect thereof. These factors may stagnate the economy, impact relationships with and access to suppliers, increase the costs of certain raw materials we purchase, and/or materially and adversely affect our business, financial condition and results of operations. These and future tariffs, as well as any other global trade developments, bring with them uncertainty. We cannot predict future changes to imports covered by tariffs or which countries will be included or excluded from such tariffs. The reactions of other countries and resulting actions on the United States and similarly situated companies could negatively impact our business, financial condition and results of operations.

The adoption of new tax legislation could affect our financial performance.

We are subject to income and other taxes in the United States. Our effective tax rate in the future could be adversely affected by changes in tax laws. More generally, it is possible that U.S. federal income or other tax laws or the interpretation of tax laws will change. It is difficult to predict whether and when there will be tax law changes having a material adverse effect on our business, financial condition, results of operations and cash flows.

Our accounting is complex, and if it is erroneous or based on assumptions that change or prove to be incorrect, our operating results could fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, and also to apply many complex requirements and standards, some of which require significant judgment. We devote substantial resources to compliance with accounting requirements and we base our estimates on our best judgment, historical experience, information derived from third parties, and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. However, various factors cause our accounting to become complex, including the management of our businesses by Resolute Holdings. Our operating results may be adversely affected if we make accounting errors or our judgments prove to be wrong, assumptions change or actual circumstances differ from those in our assumptions, or if we are required to make changes in the presentation of our financial statements due to the foregoing factors or otherwise, which could cause our operating results to fall below the expectations of securities analysts and investors or guidance we may have provided, resulting in a decline in our stock price and potential legal claims.

Risks Related to the Management Agreements

Our businesses are managed for a fee by Resolute Holdings, which has substantial influence over our businesses, operations and strategy and upon which our businesses are heavily reliant.

Pursuant to the CompoSecure Management Agreement and the Husky Management Agreement (together, the "Management Agreements"), Resolute Holdings exercises substantial influence over our CompoSecure and Husky businesses, including being responsible for, among other things: establishing and monitoring business objectives, financing activities and operating performance; selecting and overseeing the management team and their operating performance; reviewing and approving compensation and benefit plans, programs, policies and

agreements, including with respect to any grants of equity awards to persons providing services; devising capital allocation strategies, plans and policies; setting budget parameters and expense guidelines and monitoring compliance therewith; identifying, analyzing and overseeing the consummation of business opportunities and potential acquisitions, dispositions and other business combinations; originating and recommending opportunities to form or acquire, and structuring and managing, any joint ventures; leading or overseeing negotiations with potential participants in any business opportunity under consideration and determining (or delegating to any officer of Holdings and Husky Holdings, as applicable, the decision to determine) if and when to proceed; engaging and supervising independent contractors and third-party service providers; reviewing and approving compensation and benefit plans, programs, policies and agreements; communicating with the holders of any securities (i) as required to satisfy any reporting and other requirements of any governmental authority having jurisdiction over Holdings and Husky Holdings, as applicable, and (ii) to maintain effective relations with such holders; overseeing all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) (other than with Resolute Holdings or its affiliates); counselling Holdings and Husky Holdings, as applicable, in connection with decisions required by Delaware law to be made by the Company's Board; and performing such other services from time to time in connection with the management of the business and affairs of Holdings and Husky Holdings, as applicable, and their activities as the Company's Board shall reasonably request and/or Resolute Holdings shall deem appropriate under the particular circumstances, in each case to the fullest extent permitted by Delaware law, federal securities laws, the NYSE listing rules and any other applicable rules and regulations.

Determinations by Resolute Holdings with respect to these matters will impact our day-to-day business and operations, our strategy, and the manner in which we present our results and operations to our stockholders, all of which may change at the discretion of Resolute Holdings. We have also delegated by resolution of the Company's Board authority to approve issuances of our equity for M&A and equity awards, and we have agreed to issue the Company's equity pursuant to those delegations, which could result in existing holders of our Class A Common Stock experiencing dilution.

The success of our business depends on the ability of Resolute Holdings to effectively manage our business and operations. We rely heavily on the skill and expertise of Resolute Holdings and its management team, particularly David Cote and Thomas Knott. The extent and nature of the experience of Mr. Cote, Mr. Knott and Resolute Holdings’ other personnel and the nature of the relationships they have with external contacts, although not guarantees of positive results, are critical to the success of our business. Personnel of Resolute Holdings, including its directors and executive officers, can be replaced or added over time or be required to recuse themselves or otherwise be restricted from participating in their duties, which may impact Resolute Holdings' performance when managing our business and operations. Additionally, while we believe that Resolute Holdings has access to the resources, relationships, and expertise necessary to manage our business, there can be no assurance that such resources, relationships, and expertise will be available in the future.

The Management Agreements do not create a mutually exclusive relationship between Holdings, Husky Holdings, and Resolute Holdings.

The Management Agreements and the obligations thereunder to provide Holdings and Husky Holdings with management services do not create a mutually exclusive relationship between Resolute Holdings, on the one hand, and any of the companies that Resolute Holdings manages, including Holdings and Husky Holdings, on the other. The allocation of Resolute Holdings’ resources is within Resolute Holdings’ sole discretion, and the resources of Resolute Holdings are not required to be, nor are they, fully dedicated to our business and operations. Resolute Holdings is responsible for its own business activities and, as a result, not all of the business time of Resolute Holdings’ personnel will be devoted to our business. Furthermore, we expect that Resolute Holdings will from time to time pursue new business activities, including the management of additional businesses. Accordingly, in addition to the management of Holdings and Husky Holdings, Resolute Holdings may alternatively focus its efforts on the business(es) of one or more of its other managed companies, the pursuit of additional management agreements with additional managed companies, other strategies, or a combination thereof, each of which could require Resolute Holdings to divert some of its personnel's time and attention away from the management of our business.

The Management Agreements may each be terminated by Resolute Holdings, on the one hand, or Holdings and Husky Holdings, on the other hand, as applicable, and a termination fee may be payable in certain circumstances.

The Management Agreements each have an initial term of 10 years, following which each will be subject to automatic renewal for successive 10-year periods. Resolute Holdings may terminate either the CompoSecure Management Agreement or the Husky Management Agreement for any reason upon 180 days’ notice before the last day of the initial term or a renewal term, and no termination fee would be payable upon such termination. Each of Holdings or Husky Holdings, as applicable, and Resolute Holdings may terminate its respective Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require Holdings or Husky Holdings, as applicable, to pay a termination fee. The termination fee that may become payable by us in connection with these events could be significant and may have a material adverse effect on our results of operations, or if paid all or partially in shares of our Class A Common Stock, could result in significant dilution to the holders of our Class A Common Stock. We can offer no assurance that Resolute Holdings will continue to manage our business and provide services to us in the future or that we will continue to have access to Resolute Holdings’ personnel. The loss of services or departure of one or more members of Resolute Holdings’ management team could adversely affect our financial performance, business, and results of operations. See “Business—History & Structure.”

Resolute Holdings maintains a contractual as opposed to a fiduciary relationship with Holdings and Husky Holdings, and has limited liability under its respective Management Agreement for which it may be indemnified.

Neither of the Management Agreements imposes on Resolute Holdings an express or implied fiduciary duty to Holdings, Husky Holdings, any of its respective controlled affiliates or any holders of equity or voting interests in Holdings or Husky Holdings or such controlled affiliates, and under such Management Agreement, Resolute Holdings does not assume any responsibility other than to render to Holdings or to Husky Holdings the services called for thereunder in good faith. Under the terms of the respective Management Agreement, Resolute Holdings and its affiliates and their respective directors, officers, employees, managers, trustees, control persons, partners, stockholders and equity holders (collectively, the “Resolute Holdings Indemnified Parties”) are not liable to Holdings or to Husky Holdings or to us or our stockholders, for any acts or omissions performed in accordance with and pursuant to, or in furtherance of, the respective Management Agreement. Holdings and Husky Holdings has each agreed to indemnify the Resolute Holdings Indemnified Parties with respect to all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (excluding certain limited documented and reasonable out-of-pocket expenses incurred in connection with investigating, preparing or defending any acts or omissions by Holdings or Husky Holdings, respectively, or its respective officers, employees or affiliates performed in accordance with, pursuant to or in furtherance of the applicable Management Agreement) arising from any acts or omissions performed in good faith in accordance with, pursuant to, or in furtherance of such Management Agreement and not constituting bad faith, fraud, willful misconduct, gross negligence or reckless disregard of duties, performed or not performed in good faith in accordance with and pursuant to such Management Agreement. Accordingly, under the management of Resolute Holdings, our business may experience poor performance or losses or incur expenses for which Resolute Holdings will not be liable.

We may have conflicts of interest with Resolute Holdings and its other affiliates.

In addition to providing management services to each of Holdings and Husky Holdings, Resolute Holdings may provide management services to other companies, including those that are in the same or similar lines of business as ours. Moreover, some of our executive officers and/or directors, including David Cote and Thomas Knott, are also executive officers and/or directors of Resolute Holdings and may serve in similar positions at other companies managed by Resolute Holdings. As a result, certain of our directors may have duties to Resolute Holdings which duties could conflict with the duties they owe to us, which could require them to recuse themselves from certain determinations, and could result in action or inaction that is detrimental to our business. In addition, we may from time to time have conflicts of interest with Resolute Holdings in its management of our business as operated through Holdings, which may arise primarily from the involvement of Resolute Holdings and its affiliates in other activities that may conflict with our business, including conflicts between our business activities as operated through Holdings and the business activities of other companies managed by Resolute Holdings. Under the Management Agreements, Resolute Holdings and its affiliates are permitted to engage in such activities, and Resolute Holdings and its affiliates' engagement in such activities may not be favorable to us and may be contrary to our interests. These and other potential conflicts of interest between us and Resolute Holdings and its affiliates could have an adverse effect on the operation of our business.

Risks Related to the Business of CompoSecure

Failure to retain existing customers or identify and attract new customers could adversely affect the business, financial condition and results of operations of our CompoSecure business.

The two largest customers of our CompoSecure business are JPMorgan Chase and American Express. Together, these customers represented approximately 55% and 62% of the net sales of our CompoSecure business for the years ended December 31, 2025 and 2024, respectively. The ability of our CompoSecure business to meet customers’ high-quality standards in a timely manner is critical to its business success. If our CompoSecure business is unable to provide its products and services at high quality and in a timely manner, its customer relationships may be adversely affected, which could result in the loss of customers.

The ability of our CompoSecure business to maintain relationships with customers or attract new customers may be affected by several factors beyond its control, including more attractive product offerings from competitors, widespread industry disruptions (such as adverse crypto market disruptions where failures, cybersecurity incidents, fraud or regulatory actions involving other digital asset companies reduce consumer confidence in digital assets generally and thereby could reduce demand for our CompoSecure business' Arculus products, adoption or enactment of new legislation or agency rules, and the outcomes of regulatory enforcement actions and other major litigation), pricing pressures or the financial health of these customers, many of whom operate in competitive businesses and depend on favorable macroeconomic conditions. In addition, our CompoSecure business may also be limited in the products it can offer and the pricing it can receive for such products due to restrictions present in certain of its customer contracts, which may negatively impact its ability to retain existing customers or attract new customers. If our CompoSecure business experiences difficulty retaining customers and attracting new customers, its business, financial condition and results of operations may be materially and adversely affected.

Commercializing new products can be a lengthy and complex process. If our CompoSecure business is unable to introduce new products and services in a timely manner, its business could be materially adversely affected.

The markets for the products and services of our CompoSecure business are subject to technological changes, frequent introductions of new products and services and evolving industry standards. The process for developing innovative or technologically enhanced products can deplete time, money and resources, and requires the ability to accurately forecast technological, market and industry trends. For example, our CompoSecure business has historically focused on the payment card industry, but it is a new entrant into the digital assets industry. In order to achieve successful technical execution of new products, our CompoSecure business may need to undertake time-consuming and expensive research and development activities, which could negatively impact the servicing of its existing customers. Our CompoSecure business may also experience difficult market conditions, such as the recent widespread disruptions in the digital asset industry, that could delay or prevent the successful research and development, marketing launches and consumer deployment of such newly designed products, whereby our CompoSecure business could incur significant additional cost and expense. If the products and solutions derived from the Arculus platform fail to gain market acceptance, the ability of our CompoSecure business to achieve future growth could be significantly impaired. In addition, competitors may develop and commercialize competing products faster and more efficiently than our CompoSecure business is able to do so, which could further negatively impact its business.

The product and service offerings of our CompoSecure business could be rendered obsolete if it is unable to develop and introduce innovative products in a cost-effective and timely manner. Other developing or unforeseen technology solutions and products could render our CompoSecure business’ existing products unpopular, irrelevant or obsolete altogether.

The ability of our CompoSecure business to develop and deliver new products and services successfully will depend on various factors, including its ability to: effectively identify and capitalize upon opportunities in new and emerging product markets; invest resources in innovation and research and development; develop and implement new processes for the manufacture or offer of new products or services; complete and introduce new products and integrated services solutions in a timely manner; license any required third-party technology or intellectual property rights; qualify for and obtain required industry certification for its products; and retain and hire talent experienced in developing new products and services. The business and growth of our CompoSecure business also depend in part on the success of its strategic relationships with third parties, including technology partners or other technology companies whose products are integrated with its products. Failure of any of these technology companies to maintain, support or secure their technology platforms in general, and its integrations in particular, or

errors or defects in their technologies or products, could adversely affect the relationships of our CompoSecure business with its customers, damage its brand and reputation, and could adversely affect its business, financial condition and results of operations.

Disruptions at our CompoSecure business’ primary production facility may adversely affect the business, results of operations and/or financial condition of our CompoSecure business.

A substantial portion of our CompoSecure business’ manufacturing capacity is located at its primary production facility. Any serious disruption at such facility could impair the ability of our CompoSecure business to manufacture enough products to meet customer demand, and could increase its costs and expenses and adversely affect its revenues. Its other facilities may not have the requisite equipment or sufficient capacity, may have higher costs and expenses, or may experience significant delays to adequately increase production to satisfactorily meet its customers’ expectations or requirements. Long-term production disruptions may cause its customers to modify their payment card programs to use plastic cards or to seek an alternative supply of metal cards. Any such production disruptions could adversely impact the business, financial condition and results of operations of our CompoSecure business.

A disruption in the operations or supply chain of our CompoSecure business or the performance of its suppliers, liquidity partners and/or development partners could adversely affect the business and financial results of our CompoSecure business.

As a company engaged in manufacturing and distribution, our CompoSecure business is subject to the risks inherent in such activities, including disruptions or delays in supply chain or information technology, product quality control, as well as other external factors over which our CompoSecure business has no control. Some of the key components used in the manufacture of its products are metals, NFC-enabled chips and EMV chips, which our CompoSecure business sources from several key suppliers. Our CompoSecure business obtains its components from multiple suppliers located in the United States and abroad, on a purchase order basis. Changes in the financial or business condition of its suppliers and/or development partners could subject our CompoSecure business to losses or adversely affect its ability to bring products to market. Additionally, the failure of its suppliers and/or development partners to comply with applicable standards, perform as expected, and deliver goods and services in a timely manner in sufficient quantities could adversely affect our CompoSecure business’ customer service levels and overall business. Any increases in the costs of goods and services for our CompoSecure business may also adversely affect its profit margins particularly if it is unable to achieve higher price increases or otherwise increase cost or operational efficiencies to offset the higher costs.

Additionally, our CompoSecure business partners with third-party providers to offer certain Arculus-related services to its customers, including functionality that depends on third-party service providers, such as transaction execution platforms, liquidity providers and on/off ramps. If any of these third parties experiences operational interference or disruptions, fails to perform its obligations and meet the expectations of our CompoSecure business, experiences a cybersecurity incident, becomes insolvent, fails to comply with applicable regulatory and/or licensing requirements which may evolve over time, is subject to regulatory enforcement proceedings concerning their operations or terminates their services, our CompoSecure business could be forced to restrict or discontinue certain Arculus features, including support for certain purchase and swap transactions. This could disrupt the operations of the Arculus solutions, harm our users and materially and adversely affect our business.

Furthermore, to the extent the customers of our CompoSecure business interact with third-party custodians, exchanges or other partners to purchase, swap or hold digital assets, they may face additional risks. The legal treatment of custodied digital assets in the event of a third-party partner's insolvency or bankruptcy is uncertain. Courts have not yet definitively determined whether such assets would be considered part of the custodian's bankruptcy estate. As a result, in the event of a third-party partner's failure, customers could face delayed or lost access to their digital assets, and our CompoSecure business could face reputational harm, regulatory scrutiny and potential claims, even if it does not custody these digital assets itself.

The future growth of our CompoSecure business may depend upon its ability to develop and introduce new products.

Security markets, including the market for authentication solutions, are rapidly evolving to address increasing and challenging cyber threats, including identity theft, and our CompoSecure business’ Arculus Authenticate solutions may not achieve widespread market acceptance. In addition, there is a risk that the Arculus Authenticate solutions may not provide protection against all or a sufficient amount of the ever-changing security vulnerabilities, exploits or cyber attacks.

Cybersecurity markets are experiencing significant and fast-paced technological change, evolving industry standards and customer needs. Arculus Authenticate solutions represent an innovative approach to identity protection, and may not achieve widespread market acceptance. Other methods, technologies, products or services may offer similar or better authentication solutions than our CompoSecure business’ hardware authentication solutions. If our CompoSecure business is unable to adapt to such changes, its ability to compete effectively may be adversely impacted, which could have a negative effect on the business, financial condition or results of operations of our CompoSecure business. In addition, there is a risk that the Arculus Authenticate solutions may not provide protection against all or a sufficient amount of the ever-changing security vulnerabilities, exploits or cyber attacks. Internal and external factors, including possible defects in our CompoSecure business’ products, or system failures in services provided by third parties for use with Arculus Authenticate solutions, could cause our CompoSecure business’ products and/or services to become vulnerable to security attacks which could result in the loss of identity protection for businesses and consumers. There is, therefore, a risk that the hardware authentication products of our CompoSecure business could become ineffective against evolving cybersecurity threats. Any such developments, real or perceived, may have a negative impact on the reputation of our CompoSecure business, which could have a negative effect upon its business, financial condition or results of operations.

Digital asset storage systems, such as the Arculus Cold Storage Wallet, are subject to potential illegal misuse, risks related to a loss of funds due to theft of digital assets, security and cybersecurity risks, system failures and other operational issues, which could cause damage to the reputation and brand of our CompoSecure business.

Digital assets have the potential to be used for financial crimes or other illegal activities. Even if our CompoSecure business complies with all laws and regulations, it has no ability to ensure that its customers, partners or others to whom it licenses or sells its products and services comply with all laws and regulations applicable to them and their transactions. Any negative publicity our CompoSecure business receives regarding any allegations of unlawful uses of the Arculus Cold Storage Wallet could damage the reputation of the CompoSecure business and such damage could be material and adverse, including to aspects of its business that are unrelated to the Arculus platform. More generally, any negative publicity regarding unlawful uses of digital assets in the marketplace could materially reduce the demand for our CompoSecure business’ products and solutions derived from the Arculus platform.

The Arculus Cold Storage Wallet uses an architecture where the private keys needed to access digital assets are stored outside of the Internet. Through the use of the Arculus Cold Storage Wallet, our CompoSecure business’ three-factor authentication technology may be able to increase the safety of users’ assets during storage, as compared to storing such digital assets in a hot storage wallet, which is constantly connected to the internet. Further, digital assets are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which they are held, which wallet’s public key or address is reflected in the public network. There is no guarantee that these security measures or any that our CompoSecure business may develop in the future will be effective. Notwithstanding the increased security of the Arculus Cold Storage Wallet as compared to a hot storage wallet system, any loss of private keys, or hack or other compromise or failure of, the Arculus Cold Storage Wallet and its security features could materially and adversely affect the ability of our CompoSecure business’ customers to access or sell their digital assets and could cause significant reputational harm to our CompoSecure business’ Arculus Cold Storage Wallet business, which could have a material adverse effect on the business, financial condition and results of operations of our CompoSecure business.

Regulatory changes or actions may restrict the use of the Arculus Cold Storage Wallet or digital assets in a manner that adversely affects the business, prospects or operations of our CompoSecure business.

Regulatory uncertainty surrounds the digital asset environment, and the regulatory classification of such digital assets.

As digital assets have grown in both popularity and market size, the regulatory approach by governments worldwide has varied significantly, with some deeming them illegal and others permitting their use and trade under specified conditions. Currently, there is no uniformly applicable legal or regulatory regime governing digital assets in most jurisdictions, including in the U.S.

The occurrence of adverse market events, such as bankruptcies of prominent digital asset entities (like FTX), may increase regulatory scrutiny and may prompt new compliance requirements that could adversely affect the ability of our CompoSecure business to develop and offer digital asset-related services and products, such as the Arculus Cold Storage Wallet, or impose significant costs on our CompoSecure business.

In the U.S., the legal and regulatory landscape applicable to digital assets remains uncertain, with overlapping authority existing between and among various U.S. federal agencies, including the CFTC and SEC. This regulatory overlap contributes to ongoing legal and regulatory ambiguity, particularly concerning whether and, if so, when certain transactions in digital assets constitute transactions in securities.

U.S. regulators, courts and lawmakers alike are grappling with these questions, and the legal landscape remains uncertain.

While the SEC has brought multiple enforcement actions against digital asset projects, including trading platforms that the SEC believes were operating, among other things, as unregistered exchanges, thus far, such cases have not resolved the legal uncertainty in the U.S. concerning digital assets, including questions concerning the very application of the U.S. federal securities laws to digital assets and digital asset-related activities, including in the secondary trading market. Several of such recent enforcement actions are court cases that remain ongoing and, to the extent that courts have rendered opinions, those opinions, and the reasoning in support of them, have not necessarily been consistent with one another.

While actions taken by President Trump following his January 2025 inauguration have appeared to signal the beginning of a much more favorable U.S. governmental approach to digital assets, legal and regulatory uncertainty remains, including concerning the regulatory characterization and treatment of various digital asset-related products, services, platforms, markets and activities, including decentralized finance (“DeFi”) and decentralized autonomous organizations (“DAOs”), all of which have drawn attention of regulators and private plaintiffs in recent years.

Laws and regulations regarding digital asset management, if enacted and found to be applicable to our CompoSecure business, may require it to modify its products and services and could adversely affect its business.

In addition to the U.S. regulatory questions before the courts, multiple Congressional digital asset-related bills have been published, including some with a focus on digital asset market structure. While multiple bills describe joint oversight by the SEC and CFTC over the digital assets markets and focus on market structure, at this time, it is unclear whether any of these bills ultimately will become law. Even if any such bill becomes law, its implementation may will require significant follow-on rulemaking by U.S. federal agencies. In addition, such laws may be inconsistent with, may conflict with or may be less favorable to the digital asset industry and to the Arculus Cold Storage Wallet and Arculus solutions than the guidance currently or previously announced by such U.S. federal regulators.

In addition, following passage of any such digital asset related laws, such laws may be amended, repealed or even replaced by future laws. For instance, the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”), the first comprehensive, U.S. federal law concerning permitted payment stablecoins, was signed into law in July 2025. The GENIUS Act directs certain U.S. federal regulators, including banking regulators, to promulgate implementing rules and regulations; however, no such final rules or regulations have yet been adopted. In addition, current negotiation by Congress of digital asset market structure legislation includes calls by some U.S. federal lawmakers to revisit or modify terms of the GENIUS Act, including concerning whether yield may be paid on stablecoins. As such, the full legal landscape applicable to stablecoins remains uncertain.

Furthermore, to the extent that the Arculus Cold Storage Wallet or any other Arculus solution supports any stablecoins, the customers of our CompoSecure business may be exposed to risks specific to such digital assets. These include the risk that a stablecoin issuer fails to maintain sufficient reserve assets to back the stablecoin, or that failures by banks or other counterparties holding those reserves could cause the stablecoin to lose its value or “de-peg” from its reference asset, exposing users to losses. As described above, the regulatory landscape for stablecoins is evolving rapidly, which could impose significant new compliance costs on our CompoSecure business and its partners. Additionally, if a stablecoin supported by any of the Arculus solutions is alleged to be used for illicit activity, our CompoSecure business could suffer reputational harm.

Following the election of President Trump, the SEC and the CFTC have published guidance, including in the form of certain no-action relief, concerning the application of U.S. federal laws governing commodities and securities to digital assets. In the absence of a comprehensive U.S. federal law governing digital assets market structure, however, such agency guidance and any forthcoming rules and regulations could be subject to litigation, including potential allegations that such agencies exceeded their statutory authority when issuing or promulgating such guidance.

Moreover, given recent geopolitical conflict and instability, certain U.S. legislators and regulators have signaled heightened concerns about national security and the importance of “know your customer” (“KYC”), anti-money laundering (“AML”), counter financing of terrorism (“CFT”) and sanctions checks and compliance, including concerns about potential use by certain terrorist groups of digital assets to fund their operations or evade U.S. sanctions. In addition to the introduction of potential digital asset-focused legislation in Congress aimed at addressing such concerns, regulators have focused on enforcement. In 2022 and 2023, OFAC sanctioned digital assets market participants alleged to have supported sanctioned countries and/or terrorist operations, and, in 2023, the U.S. Treasury’s FinCEN, pursuant to seldom-used powers granted to it under Section 311 of the USA PATRIOT Act, designated an entire class of transactions, namely transactions associated with digital asset mixers, as being of primary money laundering concern. At present, as a result of litigation concerning the virtual currency mixer known as Tornado Cash, uncertainty exists concerning the ability of OFAC to impose sanctions in the digital asset space.

In addition, the U.S. Treasury, the IRS and other agencies also continue to consider and propose new rules and guidance applicable to digital assets, such as regulations on tax information reporting and withholding obligations, potential implementation of a global standard to improve tax compliance and IRS access to information concerning U.S. taxpayers’ digital asset-related transactions outside of the U.S. Complying with these and other new reporting rules may require substantial investment in new compliance processes and systems, and any failure to comply could expose our CompoSecure business or its partners to potential taxes and penalties.

In addition to a lack of clarity at the U.S. federal level, the various U.S. states and the District of Columbia take a variety of differing approaches to digital asset regulation and legislation, which may not be consistent with the positions of other U.S. states or other jurisdictions, or with the U.S. federal government’s approach. For that reason, even if the U.S. federal government under the Trump administration takes a more crypto-friendly stance to digital asset regulations, that does not necessarily mean that U.S. states or other jurisdictions will adopt a consistent or similar approach.

In sum, the U.S. federal regulators and courts, and various U.S. state and non-U.S. regulators, are still developing their frameworks for regulating digital assets. If our CompoSecure business is found to have supported purchase and swap transactions in the Arculus Cold Storage Wallet for digital assets which subsequently are determined to be securities, it is possible that our CompoSecure business could be viewed as inadvertently acting as an unlicensed broker-dealer which could subject our CompoSecure business to, among other things, regulatory enforcement actions, censure, monetary fines, restrictions on the conduct of its Arculus activities and/or rescission/damages claims by customers who use the Arculus Cold Storage Wallet. The failure of our CompoSecure business to comply with applicable laws or regulations, or the costs associated with defending any action alleging its noncompliance with applicable laws or regulations, could materially and adversely affect our CompoSecure business and its results of operations.

Further, a particular digital asset’s status as a “security” or other regulatory investment or the treatment of digital currency for tax purposes, in any relevant jurisdiction is subject to a high degree of uncertainty and potential inconsistency across regulatory regimes, and if our CompoSecure business is unable to properly characterize a

digital asset or assess its tax treatment, our CompoSecure business may be subject to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect the business, operating results, and financial condition of our CompoSecure business.

In order to determine whether a particular digital asset is a security (or whether transactions in such digital assets would constitute an offer or sale of a security), prior to supporting purchase and swap transactions on the Arculus Cold Storage Wallet in such digital asset, our CompoSecure business relies upon legal and regulatory analysis of legal counsel with expertise in the digital asset industry. While the methodology that our CompoSecure business has used, and expects to continue to use, to determine if purchase and swap transactions in a digital asset will be supported in the Arculus Cold Storage Wallet is ultimately a risk-based assessment, it does not preclude legal or regulatory action based on the presence of a security, including actions by state authorities or private plaintiffs. At present, certain high-profile securities class actions remain before courts in the U.S. While, in the absence of fraud or crime, the SEC’s stance under the current Presidential administration appears to have shifted away from digital asset-related enforcement efforts, and key SEC staff have attempted to clarify certain circumstances under which they believe that transactions in digital assets would not constitute transactions in securities, the case law precedent in the U.S. is not necessarily favorable to digital asset market participants or consistent with such changed SEC views. As such, risks remain that courts in the U.S. may rule in ways that are not consistent with, or that may conflict with, current SEC views concerning regulations of digital assets.

Because the Arculus Cold Storage Wallet may facilitate purchase and swap transactions in digital assets that could be classified as transactions in “securities,” our CompoSecure business may be subject to additional risk because such digital assets are subject to heightened scrutiny, including under customer protection, anti-money laundering, counter terrorism financing and sanctions regulations. To the extent the Arculus Cold Storage Wallet supports purchase and swap transactions in any digital assets that are deemed to be securities under any of the laws of the U.S. or another jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences. To counter such risks, our CompoSecure business may have to remove Arculus Cold Storage Wallet support for purchase and swap transactions in certain digital assets if and when such digital assets are designated as securities, which could hurt sales of its Arculus products and services. Alternatively, our CompoSecure business may be required to partner with third-party registered securities broker/dealers to facilitate securities trading by Arculus customers, and our CompoSecure business may be unsuccessful in efforts to establish such a partnership.

In addition, our CompoSecure business does not currently intend to effect or otherwise facilitate trading in securities by its Arculus customers through the use of its Arculus Cold Storage Wallet if such activities would require the use of a registered broker-dealer or investment adviser. Despite implementing policies and procedures to monitor compliance with relevant laws, with a goal of ensuring that its Arculus activities do not result in our CompoSecure business inadvertently acting as an unregistered broker-dealer or investment advisor, our CompoSecure business cannot assure that these measures will be completely effective. Should regulators challenge the stance of our CompoSecure business regarding its non-obligations under various securities regulations, this could have a material and adverse impact on the operations of our CompoSecure business. If our CompoSecure business is found by relevant regulatory agencies to have inadvertently acted as an unregistered broker-dealer with respect to purchase and swap transactions in particular digital assets, our CompoSecure business would expect to immediately cease supporting purchase and swap transactions in those digital assets unless and until either the digital asset at issue is determined by the SEC or a judicial ruling to not be a security, or our CompoSecure business partners with a third-party registered broker-dealer or investment adviser, acquires a registered broker-dealer or investment adviser or registers as a securities broker-dealer or investment adviser, any of which our CompoSecure business may elect not to do or may not be successful in doing. For any period of time during which our CompoSecure business is found to have inadvertently acted as an unregistered broker-dealer or investment adviser, our CompoSecure business could be subject to, among other things, regulatory enforcement actions, monetary fines, censure, restrictions on the conduct of its Arculus activities and/or rescission/damages claims by customers who use the Arculus Cold Storage Wallet. The failure of our CompoSecure business to comply with applicable laws or regulations, or the costs associated with defending any action alleging our CompoSecure business’ noncompliance with applicable laws or regulations, could materially and adversely affect our CompoSecure business and its results of operations.

Our CompoSecure business believes the storage and peer-to-peer/send & receive functionality provided by the Arculus Cold Storage Wallet does not involve any purchase, sale or other transaction effected by our

CompoSecure business (or any party other than the sender and the recipient). Further, our CompoSecure business is not compensated for such user-directed activities. However, regulators may determine that user-directed peer-to-peer transfers using the Arculus Cold Storage Wallet, or other Arculus-related activities would require registration and compliance with broker-dealer and/or securities exchange regulations.

Regulatory risks of operating as an unregistered exchange or as part of an unregistered exchange mechanism

Any venue that brings together purchasers and sellers of digital assets that are characterized as securities in the United States is generally subject to registration as a national securities exchange, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system (or ATS). To the extent that any venue accessed via the Arculus Cold Storage Wallet is not so registered (or appropriately exempt), our CompoSecure business may be unable to permit continued support for purchase and swap transactions for digital assets that become subject to characterization as securities and due to operation of an unregistered exchange or as part of an unregistered exchange mechanism, our CompoSecure business could be subject to significant monetary penalties, censure or other actions that may have a material and adverse effect on our CompoSecure business. While our CompoSecure business does not believe that the Arculus Cold Storage Wallet, which facilitates purchase and swap transactions in certain digital assets, is itself a securities exchange or ATS or is part of an unregistered exchange mechanism, regulators may determine that this is the case, and our CompoSecure business would then be required to register as a securities exchange or qualify and register as an ATS, either of which could cause our CompoSecure business to discontinue its purchase and swap support for such digital assets or otherwise limit or modify Arculus Cold Storage Wallet functionality or access.

Production quality and manufacturing process disruptions could adversely affect our CompoSecure business.

The products and technological processes of our CompoSecure business are highly complex, require specialized equipment to manufacture and are subject to strict tolerances and requirements. Our CompoSecure business has experienced in the past, and may experience in the future, production disruptions due to machinery or technology failures, or as a result of external factors such as delays or quality control issues regarding materials provided by its suppliers. Utilities interruption or other factors beyond the control of our CompoSecure business like natural disasters may also cause production disruptions. Such disruptions can reduce product yields and product quality, or interrupt or halt production altogether. Any such event could adversely affect the business, financial condition and results of operations of our CompoSecure business.

The failure of our CompoSecure business to operate in compliance with the security standards of the payment card industry or other industry standards applicable to its customers, such as payment networks certification standards, could adversely affect our CompoSecure business.

Many customers of our CompoSecure business issue their cards on the payment networks that are subject to the security standards of the payment card industry or other standards and criteria relating to product specifications and supplier facility physical and logical security that our CompoSecure business must satisfy in order to be eligible to supply products and services to such customers. The contractual arrangements of our CompoSecure business with its customers may be terminated if it fails to comply with these standards and criteria.

Our CompoSecure business make significant investments in its facilities in order to meet these industry standards, including investments required to satisfy changes adopted from time to time in industry standards. Our CompoSecure business may become ineligible to provide products and services to its customers if it is unable to continue to meet these standards. Many of the products and services of our CompoSecure business are subject to certification with one or more of the payment networks. Our CompoSecure business may lose the ability to produce cards for or provide services to banks issuing credit or debit cards on the payment networks if it were to lose its certification from one or more of the payment networks or payment card industry certification for one or more of its facilities. If our CompoSecure business is not able to produce cards for or provide services to any or all of the issuers issuing debit or credit cards on such payment networks, it could lose a substantial number of its customers, which could have a material adverse effect on the business, financial condition and results of operations of our CompoSecure business.

Product liability and warranty claims and their associated costs may adversely affect our CompoSecure business.

The nature of our CompoSecure business’ products is highly complex. As a result, our CompoSecure business cannot guarantee that defects will not occur from time to time. Our CompoSecure business may incur extensive costs as a result of these defects and any resulting claims. For example, product recalls, writing down defective inventory, replacing defective items, lost sales or profits, and third-party claims can all give rise to costs incurred by us. We may also face liability for judgments and/or damages in connection with product liability and warranty claims. CompoSecure business’ reputation could be damaged if defective products are sold into the marketplace, which could result in further lost sales and profits. To the extent that our CompoSecure business relies on purchase orders to govern its commercial relationships with its customers, it may not have specifically negotiated the allocation of risk for product liability obligations. Instead, our CompoSecure business typically relies on warranties and limitations of liability included in its standard forms of order acceptance, invoice and other contract documents with its customers. Similarly, our CompoSecure business obtains products and services from suppliers, some of which also use purchase order documents which may include limitations on product liability obligations with respect to their products and services. As a result, our CompoSecure business may bear all or a significant portion of any product liability obligations rather than transferring this risk to its customers. The reputation of our CompoSecure business would be harmed and there could be a material adverse effect on the business, financial condition and results of operations of our CompoSecure business if any of these risks materialize.

The international sales of our CompoSecure business subject it to additional risks that can adversely affect its business, operating results and financial condition.

During each of 2025 and 2024, our CompoSecure business derived 14% and 18% of its revenue from sales to customers located outside the U.S. To the extent the business is unable to engage with non-U.S. customers effectively, it may be unable to grow sales with international customers.

The international operations of our CompoSecure business subject it to a variety of risks and challenges, including:

• fluctuations in currency exchange rates may impact the affordability of our products;

• general economic and geopolitical conditions, including wars, in each country or region;

• compliance with U.S. and foreign laws and regulations imposed by other countries on foreign operations, including the Foreign Corrupt Practices Act, the U.K. Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on its ability to sell its products in certain foreign markets, and the risks and costs of non-compliance.

Additionally, further escalation of geopolitical tensions could have a broader impact that extends into other markets where our CompoSecure business does business. Any of these risks could adversely affect the international sales of our CompoSecure business, reduce its international revenues or increase its operating costs, adversely affecting the business, financial condition and operating results of our CompoSecure business.

Our CompoSecure business relies on licensing arrangements in production and other fields, and actions taken by any of its licensing partners could have a material adverse effect on our CompoSecure business.

Some products of our CompoSecure business integrate third-party technologies that it licenses or otherwise obtains the right to use. Our CompoSecure business has entered into licensing agreements that provide access to technology owned by third parties. The terms of the licensing arrangements vary. These different terms could have a negative impact on the performance of our CompoSecure business to the extent new or existing licensees demand a greater proportion of royalty revenues under the licensing arrangements of our CompoSecure business. Additionally, such third parties may not continue to renew their licenses with our CompoSecure business on similar terms or at all, which could negatively impact its net sales. If our CompoSecure business is unable to continue to successfully renew these agreements, it may lose its access to certain technologies relied upon to develop certain of its products. The loss of access to those technologies, if not replaced with internally-developed or other licensed technology, could have a material adverse effect on our CompoSecure business and its results of operations.

Risks Related to the Business of Husky

The results of operations of the Husky business are reliant on unpredictable customer purchasing trends.

The financial results of the Husky business are impacted by customer purchasing trends and the timing of converting orders into sales, which can be unpredictable, and therefore can lead to variations in and uncertainties regarding financial results from period to period (including seasonality). Sales from individual customers may vary relative to total sales and demand for products offered by our Husky business may fluctuate in any given period based on customers’ individual needs, the type of product, and size of the order. In addition, sales are impacted by the timing of when orders are placed and the length of time required to convert these orders into recognized revenue. The conversion cycle can range from several weeks to several months. Furthermore, sales are primarily recognized upon the shipment or transfer of control of goods to customers, which may involve meeting multiple criteria after manufacturing is completed. Such factors include but are not limited to, pre-shipment written acceptance from the customer, changes in the customer’s need-by-date, and logistical timing, which is impacted by shipment terms. Revenue recognition may shift between periods based on these factors.

Growth in emerging markets may impact the sales of the Husky business.

The products produced by the Husky business are sold into emerging markets. Urbanization and a growing middle class are key growth catalysts in emerging markets, as an increase in disposable income generally leads to an increased demand for food and beverages, and essential services such as healthcare. Our results of operations could be adversely affected if the expected growth in urbanization and the middle class in these emerging markets slows or is significantly altered.

There is no certainty that the Husky business will be able to manage fluctuations in raw materials.

The largest material purchase for the Husky business is for tooling stainless steel. Price movements in steel are largely dependent on the steel commodity price index. In addition, the Husky business is indirectly exposed to the price of steel used by its suppliers for purchased steel component parts. Historically, price fluctuations in the cost of steel have been mitigated by purchasing steel from a variety of global suppliers and through price increases of products offered by our Husky business when possible. However, there is no certainty that the Husky business will be able to manage future fluctuations in the steel price in the same manner and therefore our results of operations may be impacted.

Failure of suppliers to deliver in a timely and cost-effective manner would adversely impact our operations.

The Husky business has a global supply chain, including a network of suppliers and distribution and manufacturing facilities. Product quality and reliability are determined in part by factors that are not entirely within our control. The Husky business depends on suppliers for parts and components that meet our standards. If suppliers fail to meet these standards, the Husky business may not be able to deliver the quality products that its customers expect which may adversely affect our financial condition. The supply chain is subject to stress by increased demand and other global events that have put additional pressures on manufacturing output and freight lanes. This has resulted in and could continue to result in disruptions to the supply chain; difficulty in procuring or the inability to procure components and materials necessary for products, solutions, and services; inflationary cost increases for commodities, components, and freight services; international trade policies including with respect to tariffs; and delays in delivering, or an inability to deliver, the products, solutions and services to the customers of the Husky business on a timely basis. The Husky business continues to manage its end-to-end supply chain, from sourcing to production to customer delivery, with a particular focus on all critical and at-risk suppliers and supplier locations globally, along with revising the existing supply chain to source critical components and parts closer to its manufacturing facilities to further reduce the supply chain business risk. However, these efforts may not be successful, and further delays in the receipt of goods, or other unanticipated impacts to the supply chain, including on direct imports or goods purchased domestically, or on the customers of the Husky business, could have a more significant impact on future business (including sales), and we are continuing to monitor this evolving situation.

The Husky business is subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws and anti-money laundering laws and regulations. The Husky business could face serious consequences for violations, which could harm our business.

The Husky business is subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls and anti-corruption and anti-money laundering laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and other state and national anti-bribery and anti-money laundering laws in the regions in which the Husky business conducts its operations.

Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

The Husky business may face exposure to adverse movements in foreign currency exchange rates.

The Husky business operates in international markets and, accordingly, the competitiveness of the Husky business and our financial results are or will be subject to foreign currency fluctuations where revenues and costs are denominated in currencies other than U.S. dollars. For example, a large percentage of the expenses of the Husky business are incurred in Canadian dollars, while a large percentage of its revenues are denominated in U.S. dollars.

Increases in the value of the Canadian dollar relative to the U.S. dollar could have a material adverse effect on the overall competitiveness of the products and services of the Husky business and, therefore, on our financial results. In addition, the equipment selling prices of the Husky business are largely denominated in U.S. dollars or Euro, and any material decline in the value of a customer’s base currency relative to the U.S. dollar or Euro may have a material adverse effect on our sales volumes and operating margins. The Husky business is also exposed to currency movements for other currencies, including the Japanese Yen and Chinese Renminbi. The Husky business competes against equipment manufacturers domiciled in various countries. These competitors benefit when the currency of their cost base depreciates against the U.S. dollar. Historically, Husky has regularly entered into foreign exchange forward contracts primarily to reduce its exposure to Canadian dollar currency rate fluctuations, which have typically been limited to a maximum of a two-year period.

The significant international operations of the Husky business subject us to risks inherent in doing business in foreign jurisdictions.

The significant international operations of the Husky business subject us to risks associated with operating in foreign jurisdictions, such as unfavorable political, regulatory, economic, labor and tax conditions. The Husky business is a global business with a significant portion of its operations and revenue outside of North America.

The international operations of the Husky business, such as its manufacturing operations and other facilities in Brazil, China, India, Luxembourg, Mexico and Russia, are subject to risks inherent in doing business in foreign countries, including, among others:

• potential imposition of restrictions on investments;

• requirements of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of its business operations;

• the imposition by the U.S. government and foreign governments of trade barriers such as tariffs, quotas, preferential bidding and import restrictions;

• preferential bidding and import restrictions;

• potential staffing difficulties and labor disputes;

• managing and obtaining support and distribution for local operations;

• increased costs of transportation or shipping;

• credit risk and financial conditions of local customers and distributors;

• risk of nationalization of private enterprises by foreign governments;

• potential adverse tax consequences; and

• potential difficulties in protecting intellectual property.

The Husky business may be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which the Husky business operates. In addition, the Husky business may from time to time be subject to limitations on its ability to transfer funds between countries without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce revenue or profits and have a material adverse effect on our financial condition, results of operations and cash flows.

If the Husky business is unable to continue the technological innovation and successful introduction of new products into the market, customers may delay their orders or turn to other manufacturers.

The industry and the markets into which the Husky business sells its products experience periodic technological change and ongoing product improvements. The competitors of the Husky business may also introduce new generations of their products or the customers of the Husky business may require new technological and increased performance specifications that would require the Husky business to develop new products or adversely affect the demand for its existing products. Our future growth depends on the ability of the Husky business to gauge the direction of the commercial and technological progress in all key markets, and on the ability of the Husky business to successfully develop, manufacture and market new products. Difficulties or delays in identifying viable new products, research, development or production of new products or failure to gain regulatory approval, intellectual property protection or market acceptance of new products and technologies may reduce future sales and adversely affect our competitive position. Additionally, the Husky business may be unable to identify, develop and market new products and technology on a timely basis that gain customer acceptance over its existing products and successfully compete with the products of its competitors, which may diminish our growth prospects, profit margins and our competitive position. While Husky has historically committed significant funds to research and development spending each year, there can be no assurance that historical spending levels will be sustained or that the products and processes developed will be commercially successful, will generate an acceptable return on investment or will be accepted by the customers of the Husky business. If the Husky business fails to keep pace with evolving technological innovations, our business, financial condition or results of operations could be materially adversely affected.

If the use of plastic as a packaging material declines, it could materially adversely affect the business, financial condition or results of operations of our Husky business.

The vast majority of the sales of the Husky business is realized from the sale of equipment and services to the plastic packaging market. Any reduction in the usage of plastic packaging and, in particular, Polyethylene Terephthalate (“PET”) packaging, by consumers will likely result in the reduction of the sales of equipment and services of the Husky business, which could have a material adverse effect on our business, financial condition or results of operations. Factors that could result in a decline in the usage of plastic packaging include:

• The perception of the recyclability and environmental impact of plastic packaging. The recyclability and environmental impact of plastic packaging, such as PET water containers, may be perceived negatively by environmental groups, customers and government regulators, primarily in markets where these products are typically disposed of instead of recycled. For example, according to The Reloop Platform, in 2018, 97% of PET containers used by consumers were returned to the deposit return system in Germany, and in 2019, 94% and 92% of PET containers used by consumers were returned to the deposit return system in Denmark and Lithuania, respectively. By contrast, in the United States, according to the National Association for PET Container Resources, only 26.6% by weight of the PET containers used by consumers were recovered in 2020, whereas the recycling rate in the United States was 45.2% for aluminum cans in the same year.

• Environmental legislation. A number of governmental authorities have enacted, or are expected to consider, legislation aimed at reducing the environmental impact of plastic packaging. These legislative efforts have been lobbied for and supported by environmental advocacy groups. These proposals and legislation have included mandating certain rates of recycling and/or the use of recycled materials, imposing deposits or taxes on plastic packaging material, requiring retailers or manufacturers to develop a recycling infrastructure and has led to increased scrutiny of the use of plastics, especially for bottled water. Legislative and other changes aimed at reducing the environmental impact of plastic packaging may result in increased costs associated with plastic packaging and/or reduced demand for such packaging.

• Environmental advocacy. Increasing environmental advocacy, via efforts to change government policy and via litigation, exert pressure on the plastics industry. With respect to government policy, environmental advocacy groups, NGOs and others have called for more stringent restrictions on plastic production and use, including through caps on plastic production, restrictions on certain categories of plastic products and, in some cases, outright bans. In parallel, environmental advocacy is increasingly pursued by private as well as government actors through strategic litigation, often aimed at challenging corporate conduct, public communications, or alleged misrepresentations relating to plastics and recycling. Each of these could increase the costs associated with plastic packaging and/or reduce the demand for such packaging.

• Scrutiny of public statements regarding plastics. There is a growing trend towards stricter scrutiny of advertising and other business communications relating to the environmental attributes, sustainability or recyclability of products, particularly plastics. This heightened scrutiny by regulators, consumer protection bodies and advocacy organizations coincides with the proliferation of environmental, social and governance (ESG) disclosure and reporting requirements worldwide, which have increased both the volume and visibility of environmental claims made by companies. The increased threat of litigation or other challenges for producers of plastic packaging could result in increased costs associated with plastic packaging and/or reduce the demand for such packaging.

• Health and safety concerns. Media reports on possible health risks associated with certain plastics have prompted general consumer concerns regarding the safety of plastic packaging and containers. National and international governmental organizations responsible for consumer safety have continued to recognize the safety of PET. However, if consumer perceptions of the safety of PET shift, the usage of PET as a packaging material may decline. In addition, if any new scientific evidence suggests that PET is unsafe, or any regulatory agency issues new interpretations of existing evidence that limit or lead to prohibitions on the use of PET as packaging for tooling and aftermarket products and services, there could be a decline in the use of PET packaging. In addition, the Husky business may become subject to product liability or other lawsuits, heightened regulatory oversight or new laws, any of which may materially adversely affect our business, financial condition or results of operations.

• The relative advantages of plastic packaging compared with other materials, such as glass, metal and paper. Glass, metal and paper may be regarded as alternative materials for packaging. Although plastic packaging may have several competitive advantages over these alternative packaging materials, advances in the production process or technology of competing packaging materials, or material cost decreases in such packaging materials, may erode plastic packaging’s competitive advantages.

Any of the foregoing factors and other factors, including those unknown to us, could result in a decline in the usage of plastic packaging and our business, financial condition or results of operations could be materially adversely affected.

If products offered by our Husky business fail to perform or fail to meet customer requirements or expectations, we could incur significant additional costs.

The manufacture of products offered by our Husky business involves highly complex processes. The customers of the Husky business specify quality, performance and reliability standards that the Husky business is required to meet. Product quality and reliability are determined in part by factors that are not entirely within our

control. For instance, the Husky business depends on its suppliers for raw materials and components that meet our standards.

The Husky business relies on the timely delivery of raw materials and components that meet our standards for the continued production and delivery of products and services, and any inability to obtain such raw materials and components could impede the ability of the Husky business to manufacture and deliver its products and services as it requires.

If the products of the Husky business do not meet our standards, we may be required to replace or rework the products or incur warranty expenses. In some cases, these products may contain undetected defects or flaws that only become evident after shipment. In the past, Husky has proactively replaced parts in the field that have experienced a high rate of failure. Any future product quality, performance or reliability problems or defects could result in significant costs associated with the repair, removal, collection or destruction of the defective product, an increase in warranty expense, the write-down or destruction of inventory, lost sales, cancellations or rescheduling of orders for these products.

The Husky business may also be the target of product liability lawsuits. If a person were to bring a product liability suit against one of the customers of the Husky business, such customer may attempt to seek contribution from us. A person may also bring a product liability claim directly against us. A successful product liability claim or series of claims against us in excess of its insurance coverage for payments, for which we are not otherwise indemnified, could have a material adverse effect on our business, financial condition or results of operations.

A significant product defect or product liability case could also result in adverse publicity, damage to the reputation of the Husky brand or our business, and/or a loss of customer confidence.

New or increased taxes or other governmental regulations targeted to decrease the consumption of certain type of beverages may adversely affect our Husky business.

Public health officials and government officials have become increasingly concerned about the public health consequences associated with over-consumption of certain types of beverages, such as sugar beverages and others sold or packaged by certain customers of the Husky business. Possible new federal, state or local taxes, increases to current taxes or other governmental regulations specifically targeted to decrease the consumption of these beverages, such as restrictions or bans including those that have been proposed or adopted in the past, may significantly reduce demand for sugar related beverages, which could in turn affect demand for products offered by our Husky business from certain of its current or potential customers. For example, Mexico recently implemented a tax on certain sugar sweetened beverages and members of the U.S. Congress have raised the possibility of a federal tax on the sale of certain beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters. Some state and local governments are also considering similar taxes, and San Francisco, California and Philadelphia, Pennsylvania have enacted such a tax. If enacted, such taxes could materially adversely affect our business and financial results. Additionally, France and the United Kingdom have introduced taxes on drinks with added sugar and artificial sweeteners that companies produce or import. The imposition of such taxes in the future may decrease the demand for certain soft drinks and beverages that the customers of the Husky business produce, which may cause its customers to respond by decreasing their purchases of products offered by our Husky business. Consumer tax legislation and future attempts to tax sugar or energy drinks by other jurisdictions could reduce the demand for products offered by our Husky business and adversely affect our profitability.

Patents may not prevent competitors from making and selling products that are similar to the products of the Husky business.

The competitors of the Husky business make and sell products similar to products offered by our Husky business. Competitors’ products may not infringe the claims of the patents of the Husky business or, even if they do, we may determine that it is not worth the time, money and risk to pursue such infringement claims against them. In general, many patents that are asserted in litigation are found to be invalid. Moreover, patents issued outside Canada or the United States may not have as broad a scope as Canadian or U.S. patents or may be more difficult to enforce,

and in any case, patents expire. For all these reasons, the patents of the Husky business may not effectively enable us to prevent competitors from making and selling products that are competitive with the products of the Husky business.

Some customers of our Husky business have been sued for patent infringement in connection with a specific design of products made using molds purchased from Husky, and in the future the Husky business could face similar lawsuits.

Certain customers of our Husky business have been sued for patent infringement in connection with certain products that they manufactured using molds purchased from Husky. The Husky business could face similar claims in the future. If such lawsuits prevail, the Husky business could be forced to stop selling one or more molds used by customers to make such products or be required to pay past or ongoing royalties. Even if such lawsuits do not prevail, we could be forced to spend significant amounts of time and money opposing claims of infringement and relationships with the customers of the Husky business could be harmed. Some customers of our Husky business have asked Husky to indemnify them in connection with such claims, and other customers could make similar requests in the future. Our Husky business refused such requests, as Husky believed that it was not responsible for infringement claims based upon our customers’ product designs. The Husky business generally seeks to avoid any obligations to indemnify customers for intellectual property claims against them that are based upon products that they manufacture using molds purchased from the Husky business; however, it is possible that we may be required to indemnify certain customers in certain instances. In light of infringement claims against the customers of the Husky business for which Husky has refused requests for indemnity, certain customers of the Husky business could decide to purchase affected molds from competitors or otherwise reduce their business with the Husky business, or they could bring suits against us seeking reimbursement for losses and damages in connection with such infringement claims.

Unanticipated changes in tax provisions, variability of quarterly and annual effective tax rates, the adoption of new tax legislation or exposure to additional tax liabilities could impact our financial performance.

The global operations and entity structure of the Husky business results in a complex tax structure where it is subject to income and other taxes in numerous jurisdictions. Variability in the mix and profitability of domestic and international activities, identification and resolution of various tax uncertainties, changes in tax laws or their application or interpretation, changes in rates or other regulatory actions regarding taxes, and the extent to which the Husky business is able to realize net operating loss and other carryforwards included in deferred tax assets and avoid potential adverse outcomes included in deferred tax liabilities, among other matters, may significantly impact the effective income tax rate of the Husky business in the future. The effective income tax rate may also be impacted by the recognition of discrete income tax items, such as required adjustments to the liabilities for uncertain tax positions or deferred tax asset valuation allowance. A significant increase in the effective income tax rate of the Husky business could have an adverse impact on our earnings. The Husky business is also subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with the intercompany charges of the Husky business, cross jurisdictional transfer pricing or other matters, and may assess additional taxes as a result. There can be no assurance that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in Husky’s income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments to our tax liabilities.

The Husky business is subject to other market risks.

The Husky business has historically been subject to interest rate risk primarily through the its long-term floating rate debt. Additionally, the financial assets of the Husky business are exposed to credit risk consisting primarily of cash and cash equivalents, accounts receivable and derivatives with positive fair values. The customers of the Husky business are geographically diversified with no concentration of receivables by customer or geography. The Husky business manages its accounts receivable credit risk by analyzing the counterparties’ financial condition prior to entering into an agreement, establishing credit limits and obtaining cash, letters of credit or other acceptable

forms of security from customers to provide credit support, based on such analysis of the customer and the terms and conditions applicable to each transaction. However, significant changes in the financial condition of the counterparties of the Husky business could impact their ability to satisfy their contractual obligations to the Husky business, which could have material adverse impacts on our financial condition and results of operations.

Risks Related to the Tax Receivable Agreement

Our only significant asset is our ownership interest in Holdings, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations, including our obligations under the Tax Receivable Agreement.

We have no direct operations and no significant assets other than our ownership interest in Holdings. We will depend on Holdings for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company, to pay any dividends with respect to our Class A Common Stock, and to satisfy our obligations under the Tax Receivable Agreement. The financial condition and operating requirements of Holdings may limit our ability to obtain cash from Holdings. The earnings from, or other available assets of, Holdings may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations, including our obligations under the Tax Receivable Agreement.

We may be required to pay certain parties for most of the realized benefits relating to any additional tax depreciation or amortization deductions that we may claim.

In connection with the merger with Roman DBDR Tech Acquisition Corp. ("Roman DBDR") completed in December 2021 (the "Roman DBDR Business Combination"), we entered into the Tax Receivable Agreement with Holdings and the TRA Parties (as defined therein). The Tax Receivable Agreement provides for the payment by us to certain TRA Parties of 90% of the benefits, if any, that we are deemed to realize (calculated using certain assumptions) as a result of (i) our allocable share of existing tax basis in the assets of Holdings and its subsidiaries acquired (A) in the Roman DBDR Business Combination and (B) upon sales or exchanges of Holdings Units pursuant to the Exchange Agreement after the Business Combination, (ii) certain increases in tax basis that occurred as a result of (A) the Roman DBDR Business Combination and (B) sales or exchanges of Holdings Units pursuant to the Exchange Agreement after the Business Combination, and (iii) certain other tax benefits, including tax benefits attributable to payments under the Tax Receivable Agreement. These tax attributes may increase (for tax purposes) our depreciation and amortization deductions and, therefore, may reduce the amount of tax that we would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of such tax attributes, and a court could sustain such a challenge. Such tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. Actual tax benefits realized by us may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits. The payment obligations under the Tax Receivable Agreement are an obligation of ours, but not of Holdings. We expect to benefit from the remaining 10% of realized cash tax benefits.

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

Our payment obligations under the Tax Receivable Agreement may be accelerated in the event of certain changes of control and will be accelerated in the event it elects to terminate the Tax Receivable Agreement early. The accelerated payments will relate to all relevant tax attributes that would subsequently be available to us. The accelerated payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to 15% per annum (as amended in September 2024) of all future payments that TRA Parties would have been entitled to receive under the Tax Receivable Agreement, and such accelerated payments and any other future payments under the Tax Receivable Agreement will utilize certain valuation assumptions, including that we will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement, as well as sufficient taxable

income to fully utilize any remaining net operating losses subject to the Tax Receivable Agreement on a straight line basis over the shorter of the statutory expiration period for such net operating losses and the five-year period after the early termination or change of control. In addition, recipients of payments under the Tax Receivable Agreement will not reimburse us for any payments previously made under the Tax Receivable Agreement if such tax basis and our utilization of certain tax attributes is successfully challenged by the IRS (although any such detriment would be taken into account in future payments under the Tax Receivable Agreement). Our ability to achieve benefits from any existing tax basis, tax basis adjustments or other tax attributes, and the payments to be made under the Tax Receivable Agreement, will depend upon a number of factors, including the timing and amount of our future income. As a result, even in the absence of a change of control or an election to terminate the Tax Receivable Agreement, payments under the Tax Receivable Agreement could be in excess of 90% of our actual cash tax benefits.

Accordingly, it is possible that the actual cash tax benefits realized by us may be significantly less than the corresponding Tax Receivable Agreement payments or that payments under the Tax Receivable Agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits. There may be a material negative effect on our liquidity if the payments under the Tax Receivable Agreement exceed the actual cash tax benefits that we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or payments to us by Holdings are not sufficient to permit us to make payments under the Tax Receivable Agreement after it has paid taxes and other expenses. We may need to incur additional indebtedness to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise, and these obligations could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations, or other changes of control.

The acceleration of payments under the Tax Receivable Agreement in the case of certain changes of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A Common Stock.

In the case of certain changes of control, payments under the Tax Receivable Agreement may be accelerated and may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement. We expect that the payments that we may make under the Tax Receivable Agreement in the event of a change of control will be substantial. As a result, our accelerated payment obligations and/or the assumptions adopted under the Tax Receivable Agreement in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by owners of our Class A Common Stock in a change of control transaction.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness.

As a result of our substantial indebtedness, a significant amount of our cash flows will be required to pay interest and principal on our outstanding indebtedness, and we may not generate sufficient cash flows from operations, or have future borrowings available under our credit facility or repay our indebtedness, including our senior secured notes. As of December 31, 2025, after giving effect to the Refinancing Transactions (as defined below), we would have had $2.175 billion of total debt and unused revolving commitments of up to $325.0 million.

Subject to the limits under our debt instruments, we may incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions or for other purposes. If we do so, the risks related to our high level of debt would further increase. Specifically, our high level of debt could have important consequences to us, including:

•making it more difficult for us to satisfy our obligations with respect to our indebtedness;

•limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

•requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;

•increasing our vulnerability to general adverse economic and market conditions;

•exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our credit facilities, are at variable rates of interest;

•limiting our flexibility in planning for and reacting to changes in the markets in which we compete and to changing business and economic conditions;

•restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

•preventing us from raising the funds necessary to repurchase all senior secured notes tendered to us upon the occurrence of certain changes of control, which failure to repurchase would constitute an event of default under the Indenture;

•placing us at a disadvantage compared to other, less leveraged competitors and affecting our ability to compete; and

•increasing our cost of borrowing.

We may not be able to generate sufficient cash flows from operations to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to financial, business, legislative, regulatory and other factors beyond our control. We might not be able to maintain a level of cash flows from operations sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. Additionally, we may not be able to obtain loans or other debt financings on commercially reasonable terms or at all. Even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The instruments governing our indebtedness restrict our ability to dispose of assets and use the proceeds from such dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. Because of these restrictions, we may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our business, financial position and results of operations and our ability to satisfy our obligations under our indebtedness.

Additionally, if we cannot make scheduled payments on our debt, we will be in default and holders of the Notes could declare all outstanding principal and interest to be due and payable, the lenders under the New Credit Facility could terminate their commitments to loan additional money to us, the lenders could enforce or foreclose against the assets securing their borrowings and we could be forced into bankruptcy, liquidation or other form of insolvency proceeding.

In addition, we conduct all of our operations through our subsidiaries. Accordingly, repayment of our indebtedness is dependent on the generation of cash flows by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Certain of our subsidiaries do not guarantee our debt, and therefore do not have any obligation to pay amounts due on our indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness. Each subsidiary is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the instruments governing our indebtedness limit the ability of certain of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications

and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness.

Despite our high level of indebtedness, we and our subsidiaries are able to incur significant additional amounts of debt or we may pay dividends or make other payments in the future, which could further exacerbate the risks associated with our substantial financial leverage.

We and our subsidiaries may be able to, and may, incur substantial additional indebtedness in the future. Although the instruments governing our indebtedness currently contain certain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our or our subsidiaries’ existing debt levels, the related risks that we now face would increase. In addition, these documents do not prevent us from incurring obligations that do not constitute indebtedness thereunder, and they permit us to pay dividends or make other restricted payments in the future. Any dividends or other restricted payments will reduce the cash available to service our indebtedness, and the related risks that we face would increase.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our credit facilities are, and under additional indebtedness incurred in the future may be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed may remain the same, and our profit and cash flows, including cash available for servicing our indebtedness, including the Notes, will correspondingly decrease. Additionally, in the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility. However, it is possible that we will not maintain interest rate swaps with respect to any of our variable rate indebtedness. Alternatively, any swaps we enter into may not fully or effectively mitigate our interest rate risk.

General Risks Related to Ownership of Our Securities

Our only significant asset is our ownership of our subsidiaries’ business. If the business of our subsidiaries is not profitably operated, they may be unable to make distributions to enable us to pay any dividends on our common stock or satisfy our other financial obligations.

GPGI has no direct operations and no significant assets other than the ownership of its subsidiaries, which operate our CompoSecure and Husky businesses. GPGI depends on profits generated by its subsidiaries’ business for debt repayment and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, to pay any dividends with respect to its capital stock and to make distributions. Legal and contractual restrictions in agreements governing the indebtedness of the Company or its subsidiaries, as well as their financial condition and operating requirements, may limit the ability of our subsidiaries to make distributions to the Company.

Provisions in our Charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Common Stock and could entrench management.

Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include the classification of our Board and the ability of our Board to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

In addition, while we have opted out of Section 203 of the DGCL, our Charter contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

•prior to such time, our Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

•upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

•at or subsequent to that time, the business combination is approved by our Board and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of the Company. These provisions could also discourage proxy contests and make it more difficult for public stockholders to elect directors of their choosing.

We may be unable to satisfy the NYSE listing requirements in the future, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

We may be unable to maintain the listing of our securities on the NYSE in the future. If our securities are delisted from the NYSE, there could be significant material adverse consequences, including a limited availability of market quotations for our securities; a limited amount of news and analyst coverage about the Company; and a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

We incur significant costs and obligations as a result of being a public company.

As a public company, we incur significant legal, accounting, insurance and other expenses. These expenses have increased, and may continue to increase, as we continue to expand our businesses, including because we are no longer a “smaller reporting company” or an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure for public companies, including Dodd Frank, the Sarbanes-Oxley Act, regulations related thereto and the rules and regulations of the SEC and the NYSE, have increased the costs and the time that must be devoted to compliance matters.

We are required to implement and maintain the financial reporting and disclosure procedures and controls required of a United States publicly traded company. If we fail to properly maintain and implement all required accounting practices and policies, including new accounting practices and policies, as applicable, or maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that are timely and reliable. Any such delays or deficiencies could harm us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources or by damaging our reputation, which in either case, could impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for continued listing of our securities on the NYSE.

If our operating performance does not meet market expectations, the price of our securities may decline.

The trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Fluctuations in the price of our securities could result in the loss of all or part of your investment. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them.

Factors affecting the trading price of our securities may include:

•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

•changes in the market’s expectations about our operating results;

•success of competitors;

•our operating results failing to meet market expectations in a particular period;

•our reliance on Resolute Holdings for management services under the Management Agreements exposes us to risks related to their substantial influence over our business, operations, and strategy;

•changes in financial estimates and recommendations by securities analysts concerning us or the financial payment card and digital asset industries and markets in general;

•operating and stock price performance of other companies that investors deem comparable to us;

•our ability to market new and innovative products on a timely basis;

•changes in laws and regulations affecting our business;

•commencement of, or involvement in, litigation involving us;

•changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

•the volume of shares of our securities available for public sale;

•any significant change in our board or management;

•changes in GAAP or accounting rules or principles, or our application thereof;

•sales of substantial amounts of our securities by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

•general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of our securities irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for companies in the industries in which our businesses operate or otherwise could depress our securities prices regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Our ability to successfully operate our business largely depends upon the efforts of certain key personnel. The loss of such key personnel could adversely affect our operations and profitability.

Our ability to successfully operate our business depends upon the efforts of certain key personnel. The unexpected loss of key personnel may adversely affect our operations and profitability. In addition, our future success depends in part on our ability to identify and retain key personnel to expand and/or succeed senior management. Furthermore, while we have closely scrutinized the skills, abilities and qualifications of our key

personnel, our assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities we expect or those necessary to manage a public company, the operations and profitability of our business may be adversely impacted.

Our ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for our securities.

The trading market for our securities may be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Analyst projections may vary widely and may not accurately predict the results we actually achieve. Prices for our securities may decline if our actual results do not match the projections of research analysts covering us. Similarly, if one or more of the analysts who write reports on us downgrades our securities or publishes inaccurate or unfavorable research about our business, prices for our securities could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, prices for our securities or trading volume could decline.

Future sales of our securities, including resale of securities issued to certain stockholders, may reduce the market price of our securities that you might otherwise obtain.

Future sales of our securities by stockholders which hold large amounts of our securities, including in underwritten offerings that we may be required to facilitate pursuant to such stockholders' registration rights, or in privately negotiated transactions, may reduce the price of our securities. The registration and availability of such a significant number of securities for trading in the public market may increase the volatility in the price of our securities or put significant downward pressure on the price of our securities. In addition, we may use shares of our Class A Common Stock or other securities that are convertible into shares of Class A Common Stock as consideration for future acquisitions, which could further dilute our stockholders.

Because certain significant stockholders control a significant percentage of our Class A Common Stock, such stockholders may influence major corporate decisions of the Company and our interests may conflict with the interests of other holders of our Class A Common Stock.

As of the date hereof, Tungsten beneficially owned approximately 18% of the shares of our outstanding shares of Class A Common Stock and an affiliate of Platinum Equity beneficially owned approximately 19% of the shares of our outstanding shares of Class A Common Stock. In addition to their significant Class A Common Stock ownership, Platinum Equity and its affiliates have the right, pursuant to that certain Investor Rights Agreement, dated as of January 12, 2026, to nominate two directors for election to our board of directors if Platinum Equity and its affiliates collectively beneficially own at least 10% of the outstanding shares of Class A Common Stock, and one director if Platinum Equity and its affiliates collectively beneficially own less than 10%, but more than or equal to 5%, of the outstanding shares of Class A Common Stock, in each case subject to certain qualification requirements for such directors.

As a result of this control, Tungsten and Platinum Equity are each able to influence matters requiring approval by our stockholders and/or our Board, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. Tungsten and Platinum Equity may also have interests that differ from the interests of other holders of our securities and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of the Company and may materially and adversely affect the market price of our securities. In addition, Tungsten or Platinum Equity may or may in the future own businesses that directly compete with the business of the Company.

Our Charter renounces any expectancy in or right to be offered an opportunity to participate in certain transactions or matters that may be investment, corporate or business opportunities and that are presented to the Company or our officers, directors or stockholders.

Our Charter provides that, to the fullest extent permitted by Delaware law, each member of Holdings, their respective affiliates (other than the Company and our subsidiaries) and, to the extent any member is a series limited liability company, any series thereof and all of their respective partners, principals, directors, officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of the Company (each, an “Excluded Party”), shall not have any fiduciary duty to refrain from (a) directly or indirectly engaging in any opportunity in which we, directly or indirectly, could have an interest or expectancy or (b) otherwise competing with us. Our Charter also renounces, to the fullest extent permitted by Delaware law, any interest or expectancy that we have in any opportunity in which any Excluded Party engages, even if the opportunity is one in which we, directly or indirectly, could have had an interest or expectancy. To the fullest extent permitted by Delaware law, in the event that any Excluded Party acquires knowledge of an opportunity that may be an opportunity for itself, himself or herself and for us, such party shall have no duty to communicate or present such opportunity to us and shall not be liable to us or any of our stockholders for breach of any fiduciary duty as our stockholder, director or officer solely for having pursued or acquired such opportunity or for offering or directing such opportunity to another person. To the fullest extent permitted by Delaware law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our Charter, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Our Bylaws designate the Court of Chancery in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by stockholders, which could limit the ability of stockholders to obtain a favorable judicial forum for disputes.

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware will be the sole and exclusive forum for any stockholder to bring any state law claims for (a) any derivative action or proceeding brought on behalf of us, (b) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or employees to us or our stockholders, (c) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Charter or Bylaws or (d) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine.

Notwithstanding the foregoing, these provisions of the Bylaws will not apply to any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery (including suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum), or for which the Court of Chancery does not have subject matter jurisdiction. While this exclusive provision applies to claims under the Securities Act, we note, however, that there is uncertainty as to whether a court would enforce this provision and that stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our Bylaws inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and securities prices, which could cause you to lose some or all of your investment.

If there are material issues in the business of our subsidiaries, or factors outside of our and our subsidiaries' control later arise, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in losses. Additionally, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Company or our securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our securities prices may be volatile and, in the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant liabilities.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Risk Management and Strategy

Identifying, assessing, and managing material cybersecurity risks is an important component of our overall risk assessment and management program. Given our holding company structure, the management of cybersecurity risks involves coordination between the parent company and our subsidiaries, which are responsible for developing appropriate cybersecurity programs, including as may be required by applicable law or payment card industry (PCI) standards. We take a risk-based approach to cybersecurity and have implemented cybersecurity policies throughout our operations that are designed to address cybersecurity threats and incidents.

Our information security and data privacy programs are designed to protect the confidentiality of nonpublic, sensitive business and personal information, as well as the security of our information systems. Administrative and technical safeguards that seek to mitigate cybersecurity threats and secure the Company’s information assets are addressed on a risk-based basis. We have designed our information security programs consistent with PCI standards using the National Institute of Standards and Technology Cybersecurity Framework, and other security standards. These programs also include processes designed to identify, mitigate and monitor cybersecurity risk relating to vendors and others who have access to our confidential information or our information systems. Among other things, these programs generally involve evaluations and assessments by third parties, vulnerability scanning, employee testing and training, threat exercises, incident response plans and data security assessments of third-party service providers as a part of vendor management.

Cybersecurity threats may cause material disruptions to our subsidiaries’ operations, which may materially affect our results of operations and/or financial condition. For more information about these risks, see the risk factor titled “Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations." and other discussions of risk factors under Item 1A "Risk Factors" in this report.

Governance

Our board of directors (the "Board") oversees cybersecurity risks directly and through its Audit Committee. The Audit Committee oversees our overall risk management program, which focuses on the most significant risks

we face in the short-, intermediate-, and long-term. Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others, those relating to cybersecurity threats. Our Chief Information Officer (CIO) provides periodic updates on our cybersecurity risk profile to the Audit Committee and our board of directors. These updates are designed to enable the Audit Committee and the board of directors to assess the effectiveness of our cybersecurity program in the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Our cybersecurity threat risk action plan is managed by our CIO, who is also our Chief Information Security Officer (CISO). Our CIO/CISO is responsible for the establishment and maintenance of our cybersecurity program, as well as the assessment and management of cybersecurity risks. Our CIO/CISO has more than 25 years of technology industry leadership, cybersecurity expertise, engineering and operations experience.

Our CIO/CISO leads the Information Security function, which manages the controls designed to identify, detect, protect against, respond to and recover from cybersecurity threats and cybersecurity incidents. This group includes a cybersecurity operations team that is responsible for information technology security monitoring and incident response activities, the latter covering the response coordination to cyber-attacks under the leadership and pursuant to the direction of the CIO/CISO. The Company engages in a continuous risk monitoring process that seeks to identify the likelihood and impact of internal and external threats to our information security systems and data, and assesses the sufficiency of the controls in place to mitigate these threats to acceptable levels on a risk-based basis. The CIO/CISO leads efforts to design, implement and operate controls deemed necessary, commensurate with the materiality and criticality of identified risks and the sensitivity of the information assets and systems used throughout the organization.

To date, we do not believe that risks from cybersecurity threats have materially affected or are reasonably likely to materially affect the Company. Please refer to “Data and security breaches could compromise our systems and confidential information, cause reputational and financial damage, and increase risks of litigation, which could adversely affect our business, financial condition and results of operations.“ and other discussions of risk factors under Item 1A "Risk Factors" in this report. While we continually work to safeguard the information systems we use, and the proprietary, confidential and personal information residing therein, and mitigate potential risks, there can be no assurance that such actions will be sufficient to prevent cybersecurity incidents or mitigate all potential risks to such systems, networks and data or those of our third party providers.

Item 2. Properties

The Company, via Holdings, conducted operations through thirty-four (34) wholly-owned and leased facilities in 21 countries (North America: Canada, Mexico, United States (USA); South America: Brazil; Asia Pacific: China, India, Indonesia, Israel, Japan, Philippines, South Korea, Singapore, Thailand, United Arab Emirates (UAE), Vietnam; Europe: Austria, Luxembourg, Russia, Switzerland, United Kingdom (UK); Africa: South Africa), with the principal facilities set forth below. The Company believes its current facilities are suitable and adequate for its current and presently contemplated operations and production capacity needs and recognizes that future operations may require expanded and/or additional production capacity.

Location	Business	Owned/Leased	Primary Operations	Approximate<br><br>Square Footage
Somerset, NJ (Pierce )	CompoSecure	Leased	Manufacturing	116,000
Somerset, NJ (Memorial )	CompoSecure	Leased	Manufacturing	46,000
Somerset, NJ, (Davidson)	CompoSecure	Leased	Office	15,000
Bolton, ON, Canada	Husky	Owned	Manufacturing/Office	829,000
Dudelange, Luxembourg	Husky	Owned*	Manufacturing/Office	333,000
Milton, VT	Husky	Owned	Manufacturing	246,000
Shanghai, China	Husky	Owned*	Manufacturing	186,000
San Dimas, CA	Husky	Leased	Manufacturing	54,000
Diessenhofen, Switzerland	Husky	Owned	Manufacturing	84,000
Chennai, India	Husky	Owned*	Manufacturing	38,000

* Owned building on leased property

Item 3. Legal Proceedings

As of March 12, 2026, the Company was not a party to, nor were any of its properties the subject of, any material pending legal proceedings, other than ordinary routine claims incidental to the business.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Following the completion of the Husky Transaction on January 12, 2026, the Company rebranded and our Class A Common Stock now trades on the NYSE under the symbol “GPGI.” Prior to the completion of the Husky Transaction, our Class A Common Stock had traded on the NYSE under the symbol “CMPO,” and prior to September 23, 2025, our Class A Common Stock had traded under the symbol "CMPO" on The Nasdaq Stock Market LLC. On March 02, 2026, the closing price of a share of our Class A Common Stock was $22.54.

Holders

As of March 02, 2026, there were 132 holders of record of Class A Common Stock (including DTC). Those numbers do not include DTC participants or beneficial owners holding shares through nominee names.

Dividend Policy and Securities Repurchase Program

In February 2026, the Board declared a quarterly cash dividend of $0.0025 per share on the Company’s Class A Common Stock, representing an annual distribution of approximately $2.9 million. The dividend was payable on February 27, 2026 to shareholders of record as of February 13, 2026. The Company’s capital allocation priorities remain focused on deleveraging and pursuing accretive acquisitions consistent with its investment criteria. Future dividends, if any, will be subject to the Board’s discretion and will depend on the Company’s financial performance, liquidity, and other relevant considerations.

In February 2024, the Company adopted a repurchase program for up to $40 million of our outstanding shares of Class A Common Stock or warrants (none of which remain outstanding as of the date hereof), which was increased to $100 million in February 2025. The repurchase program is effective March 7, 2024 through March 7, 2027. Repurchases under this program may be made from time to time in the open market, through privately negotiated transactions, tender offers, or otherwise, and may be limited by restrictive covenants contained in our debt agreements. Repurchases of shares of Class A Common Stock will be conducted in accordance with applicable securities laws. To facilitate equity repurchases, we may enter into a Rule 10b5-1 repurchase plan with a third-party broker to allow us to repurchase shares of our Class A Common Stock at times when we otherwise might be prevented from doing so under insider trading laws or because of trading blackout periods imposed under our Insider Trading Policy. The timing and amount of the repurchases will depend on market conditions and other requirements. The repurchase program does not obligate the Company to repurchase any dollar amount of its securities and the program may be extended, modified, suspended, or discontinued at any time. Any shares of Class A Common Stock repurchased under the program may either be returned to the status of authorized but unissued shares of Class A Common Stock or held as treasury stock. During the year ended December 31, 2025, the Company repurchased 647,782 shares of Class A Common Stock through open market transactions as treasury stock at an aggregate cost of $12.2 million, which are presented in the Company's consolidated financial statements as a reduction to shareholders' equity.

Securities authorized for issuance under equity compensation plans

The information required to be disclosed by this Item with respect to our equity compensation plans is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Compensation” contained in our definitive proxy statement for our 2026 annual meeting of stockholders, which we intend to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2025.

Stock Performance Graph

The following graph shows a comparison of cumulative total return on our Class A Common Stock, the Standard & Poor’s 500 Industrials Sector Index (the “S&P 500 Industrials Index”) and the NASDAQ 100 Index for the five fiscal years ended December 31, 2025. The total return graph and table assume that $100 was invested on December 31, 2020 (the last trading day of our fiscal year 2020) in each of GPGI Class A Common Stock, the S&P 500 Index and the NASDAQ 100 Index and assume that all dividends are reinvested.

The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, the possible future performance of our Class A Common Stock. The performance graph shall not be deemed to be "soliciting material" or to be "filed" under either the Securities Act or the Exchange Act.

11544872113513

The following table summarizes stock performance graph data points in dollars:

	Year Ended December 31,
	2020		2021		2022		2023		2024		2025
GPGI	$	100	$	81	$	49	$	53	$	160	$	243
S&P 500 Industrials Index	$	100	$	119	$	111	$	129	$	149	$	175
NASDAQ 100 Index	$	100	$	127	$	85	$	131	$	163	$	196

Sales of Unregistered Securities

On December 17, 2024, pursuant to the Agreement and Plan of Merger (the "Roman DBDR Merger Agreement"), dated April 19, 2021, by and among Roman DBDR, Roman Parent Merger Sub, LLC (a wholly-owned subsidiary of Roman DBDR), and Holdings, the Company issued an aggregate of approximately 3.6 million shares of Class A Common Stock to certain current and former Holdings equity holders upon achieving a $15.00 volume-weighted average price per share of Class A Common Stock, and on September 8, 2025, issued an aggregate of approximately 4.4 million shares (as adjusted for the Spin-Off) of Class A Common Stock to certain current and former Holdings equity holders upon achieving a $17.10 volume-weighted average price per share of Class A Common Stock (as adjusted for the Spin-Off). The initial issuance of these shares issued in connection with the

achievement of both earnout milestones under the Roman DBDR Merger Agreement were not registered under the Securities Act and were issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering without any form of general solicitation, advertising or the involvement of any underwriters.

In accordance with the governing documents of Holdings and the terms of the Exchange Agreement entered into in connection with the Roman DBDR Merger Agreement, the previously outstanding Class B Units of Holdings could be exchanged at the option of the holder, together with a corresponding cancellation of the corresponding number of previously outstanding shares of Class B Common Stock of the Company, on a one-for-one basis for shares of Class A Common Stock. There is no cash or other consideration paid by the holder in these transactions and, therefore, there is no cash or other consideration received by the Company. The shares of Class A Common Stock issued by the Company in such exchanges are exempt from registration pursuant to Section 4(a)(2) of the Securities Act. During the year ended December 31, 2024, the Company issued 59,958,422 shares of Class A Common Stock, respectively, upon the exchange of the same number of Class B Units and the cancellation of the same number of shares of Class B Common Stock held by the exchanging stockholders. There were no Class B Units outstanding as of December 31, 2025.

In connection with the Husky Transaction, the Company issued approximately 55.3 million shares of Class A Common Stock to an affiliate of Platinum Equity in partial consideration for the acquisition of the Husky business, and issued approximately 106.1 million shares of Class A Common Stock at a purchase price of $18.50 per share to certain investors, resulting in gross proceeds of approximately $1.96 billion. These shares were offered and sold in unregistered offerings exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D and Regulation S promulgated thereunder, as transactions not involving a public offering.

Item 6. Reserved

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

GPGI, through its wholly owned subsidiary, Holdings, is a platform designed to acquire, operate, and scale high‑quality businesses across attractive end markets, consistent with its philosophy of building great positions in good industries.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company's audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

Beginning February 28, 2025, the Company deconsolidated Holdings as a result of the Spin‑Off and the related CompoSecure Management Agreement. From that date, Holdings is accounted for under the equity method. Unless expressly stated, references to operating results, customers, products, debt and market risks pertain to Holdings; the Company’s results primarily reflect corporate‑level items (e.g., public company costs, fair‑value changes, taxes) and equity in earnings of Holdings. The discussion below does not reflect the results of operations of Husky, as the Husky Transaction was completed after the completion of the Company’s 2025 fiscal year.

Overview

Prior to the Husky Transaction, the Company’s business consisted solely of the CompoSecure operations conducted through its wholly owned subsidiary, Holdings. The Company, together with Holdings, and its operating subsidiaries, creates innovative, highly differentiated and customized financial payment card products for banks and other payment card issuers to support and increase their customer acquisition, customer retention and organic customer spend. The Company’s customers consist primarily of leading international and domestic banks and other payment card issuers primarily within the United States (“U.S.”), with additional direct and indirect customers in Europe, Asia, Latin America, Canada, and the Middle East. The Company is a platform for next generation payment technology, security, and authentication solutions. The Company maintains trusted, highly-embedded and long-term customer relationships with an expanding set of global issuers. The Company has established a niche position in the financial payment card market through over 20 years of innovation and experience and is focused primarily on this

attractive subsector of the financial technology market. The Company serves a diverse set of direct customers and indirect customers, including some of the largest issuers of credit cards in the U.S.

Recent Developments

On September 27, 2024, Resolute Holdings was created as a wholly owned subsidiary of Holdings. On February 28, 2025, the Company completed the previously-announced spin-off (the "Spin-Off") of Resolute Holdings. In connection with the Spin-Off, Holdings entered into the CompoSecure Management Agreement, pursuant to which Resolute Holdings provides management and other related services to Holdings in exchange for payment of quarterly management fees based on 2.5% of Holdings last twelve-months' Adjusted EBITDA as defined in the CompoSecure Management Agreement, measured for the period ending on the fiscal quarter then ended (“CompoSecure Management Agreement Adjusted EBITDA”). CompoSecure Management Agreement Adjusted EBITDA reflects (a) Holdings’ earnings before interest, taxes, depreciation, depletion and amortization, extraordinary losses and expenses, one-time and non-recurring expenses, and the CompoSecure Management Fee, less (b) GPGI’s selling, general and administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings or its affiliates personnel who provide services to Holdings under the CompoSecure Management Agreement. Resolute Holdings determines, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by Holdings. The Spin-Off of Resolute Holdings from the Company was achieved through the distribution of all outstanding shares of common stock, par value $0.0001 per share, of Resolute Holdings (the "Resolute Holdings Common Stock"), on a pro rata basis, to holders of record of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”). Each holder of record of Common Stock received one share of Resolute Holdings Common Stock for every twelve shares of Common Stock held on February 20, 2025, the record date for the Spin-Off. In lieu of fractional shares of Resolute Holdings Common Stock, holders of Common Stock received cash. The distribution of shares of Resolute Holdings Common Stock in connection with the Spin‑Off was treated as a taxable dividend to the Company’s stockholders for U.S. federal income tax purposes.

The distribution of shares of Resolute Holdings Common Stock in connection with the Spin-Off constituted an Extraordinary Dividend as defined in the agreement governing the Company's previously outstanding warrants (the "warrant agreement"). As a result, the warrant price was decreased from $11.50 per share of Common Stock to $7.97 per share of Common Stock, and the redemption trigger price was decreased from $18.00 per share of Common Stock to $14.47 per share of Common Stock, effective as of February 28, 2025. On November 3, 2025, the Company issued a Notice of Redemption for all outstanding public warrants, resulting in substantially all then-outstanding warrants being exercised before the December 3, 2025 redemption date, with the remaining warrants redeemed for $0.01 per warrant. Accordingly, no warrants remained outstanding or subject to remeasurement as of December 31, 2025.

Historically, the Company operated and controlled the business and affairs of Holdings by virtue of its control of the board of managers of Holdings, and thus the financial results of Holdings were consolidated into the financial statements of the Company. As of and subsequent to the Spin-Off, and as a result of the execution of the CompoSecure Management Agreement, control of Holdings transferred to Resolute Holdings and the Company no longer consolidates Holdings. For periods subsequent to the completion of the Spin-Off, Holdings is treated as a variable interest entity and the results of operations of Holdings and its subsidiaries are no longer consolidated in the financial statements of the Company; rather, such results are consolidated in the financial statements of Resolute Holdings, and the Company accounts for the results of Holdings and its subsidiaries (including the CompoSecure and Husky businesses) using the equity method of accounting, with the Company’s statement of operations reflecting the Company’s share of earnings of Holdings as earnings from an equity method investment, and the Company’s consolidated balance sheets reflect its carrying value in Holdings as an equity method investment.

Certain of Holdings' former equity holders had the right to receive additional shares of Common Stock ("Earnout Shares") in earnout consideration (collectively, the “Earnouts”). The Earnouts were subject to two stock price thresholds, with half of the Earnout Shares awarded upon the achievement of each threshold. The first Earnout threshold was achieved on December 17, 2024, and approximately 3.8 million Earnout Shares were issued. The second Earnout threshold was achieved on September 8, 2025, and approximately 4.4 million Earnout Shares (as adjusted for the Spin-Off) were issued.

On September 18, 2025, the Company transferred its listing from The Nasdaq Stock Market, LLC (“Nasdaq”) to the New York Stock Exchange (the “NYSE”).

On January 12, 2026, the Company, through Holdings, completed the Husky Transaction. In connection with the completion of the Husky Transaction, Husky entered into a management agreement (the "Husky Management Agreement") with Resolute Holdings, the terms of which are substantially identical to the terms of the CompoSecure Management Agreement. Under the Husky Management Agreement, Resolute Holdings provides ongoing management and operational oversight and is entitled to a quarterly management fee equal to 2.5% of the trailing twelve‑month Adjusted EBITDA as defined in the Husky Management Agreement of the Husky business, without duplication of any amounts payable under the CompoSecure Management Agreement. Consistent with the CompoSecure Management Agreement, the Husky Management Agreement includes an initial 10‑year term with automatic 10‑year renewal periods, reflecting the long‑term operating partnership established at closing.

Following the completion of the Husky Transaction, CompoSecure, Inc. rebranded to GPGI, Inc., and CompoSecure Holdings, L.L.C. rebranded to GPGI, Holdings, L.L.C. Beginning January 23, 2026, the Company’s common stock continued trading on the New York Stock Exchange, under the new ticker symbol “GPGI.”

Economic Conditions

Economic tensions and changes in international trade policies, including new tariffs introduced by U.S. last year could impact the market for our products and services. In particular, a portion of the raw materials used by us to manufacture our products are obtained, directly or indirectly, from companies located outside of the United States. Additionally, a significant downturn in the domestic or global economy may cause our existing customers to pause or delay orders and prospective customers to defer new projects. Together, these circumstances create an environment in which it is challenging for us to predict future operating results. If these uncertain business, macroeconomic or political conditions continue or further decline, our business, financial condition and results of operations could be materially adversely affected.

Key Components of Results of Operations

Overview

Following the Spin‑Off on February 28, 2025, the Company no longer consolidates Holdings and instead accounts for its investment in Holdings under the equity method. The components of results of operations presented below primarily relate to the operations of Holdings prior to the Spin-Off, when the Company consolidated Holdings' operating results. The Husky Transaction closed on January 12, 2026, and therefore is not included in the results of operation for the year ended December 31, 2025.

Subsequent to the Spin-Off, the Company's activities have been limited to non-revenue generating functions such as its stock market listing, compliance with public company reporting obligations, obligations under the tax receivable agreement and income recognized from equity method investment.

Net Sales

Net sales reflect the Company’s revenue generated primarily from the sale of its products. Product sales primarily include the design and manufacturing of metal cards, including contact and dual interface cards. The Company also generates revenue from the sale of Prelams (which refers to pre-laminated sub-assemblies consisting of a composite of material layers which are partially laminated to be used as a component in the multiple layers of a final payment card or other card construction). Net sales include the effect of discounts and allowances which consist primarily of volume-based rebates.

Cost of Sales

The Company’s cost of sales includes the direct and indirect costs related to manufacturing products and providing related services. Product costs include the cost of raw materials and supplies, including various metals, EMV® chips, holograms, adhesives, magnetic stripes, and NFC assemblies; the cost of labor; equipment and facilities; operational overhead; depreciation and amortization; leases and rental charges; shipping and handling; and freight and insurance costs. Cost of sales can be impacted by many factors, including volume, operational efficiencies, procurement costs, and promotional activity.

Gross Profit and Gross Margin

The Company’s gross profit represents its net sales less cost of sales, and its gross margin represents gross profit as a percentage of its net sales.

Operating Expenses

The Company’s operating expenses are comprised of selling, general, and administrative expenses, which generally consist of personnel-related expenses for its corporate, executive, finance, information technology, and other administrative functions, expenses for outside professional services, including legal, audit and accounting services, as well as expenses for facilities, depreciation, amortization, travel, sales and marketing.

Income from Operations and Operating Margin

Income from operations consists of the Company’s gross profit less its operating expenses. Operating margin is income from the Company’s operations as a percentage of its net sales.

Other Expenses, net

Other expense primarily consists of changes in fair value of warrant liability, earnout consideration liability and interest expense, net of any interest income.

Net (Loss) Income

Net (loss) income consists of the Company’s income from operations, less other expenses and income tax provision or benefit.

Factors Affecting the Company’s Operating Results

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges. Please see the factors discussed elsewhere in this Annual Report on Form 10-K, including those discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

Results of Operations

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

The following table presents the Company’s results of operations for the periods indicated:

	Year Ended December 31,
	2025		2024		Change	% Change
	(in thousands)
Net sales	$	59,824	$	420,571		(86	%)
Cost of sales	31,077		201,344		(170,267)	(85	%)
Gross profit	28,747		219,227		(190,480)	(87	%)
Operating expenses:
Selling, general and administrative expenses	42,478		111,605		(69,127)	(62	%)
Income from operations	(13,731)		107,622		(121,353)	(113	%)
Other expense, net	(212,053)		(188,597)		(23,456)	12	%
(Loss) income before income taxes	(225,784)		(80,975)		(144,809)	179	%
Income tax expense	(39,026)		(2,187)		(36,839)	1684	%
(Loss) income before earnings in equity method investment	(264,810)		(83,162)		(181,648)	218	%
Earnings in equity method investment	128,805		—		128,805	100	%
Net loss	(136,005)		(83,162)		(52,843)	64	%
Net (loss) income attributable to redeemable non-controlling interests	—		(29,443)		29,443	(100	%)
Net (loss) income attributable to GPGI, Inc	$	(136,005)	$	(53,719)		153	%

All values are in US Dollars.

	Year Ended December 31,
	2025		2024
Gross margin	48	%	52	%
Operating margin	(23	%)	26	%

Net Sales

	Year Ended December 31,
	2025		2024		Change	% Change
	(in thousands)
Net sales by region
Domestic	$	54,480	$	343,465		(84	%)
International	5,344		77,106		(71,762)	(93	%)
Total	$	59,824	$	420,571		(86	%)

All values are in US Dollars.

The Company’s net sales for the year ended December 31, 2025 decreased by $360.7 million, or 86%, to $59.8 million compared to $420.6 million for the year ended December 31, 2024. The decrease was driven by the deconsolidation of Holdings on February 28, 2025. Holdings generated $402.2 million of net sales during the period from February 28, 2025

to December 31, 2025, and is reflected within earnings from equity method investment rather than net sales following deconsolidation.

Domestic: The Company’s domestic net sales for the year ended December 31, 2025 decreased $289.0 million, or 84%, to $54.5 million compared to $343.5 million for the year ended December 31, 2024. Holdings generated $345.2 million of domestic net sales during the period from February 28, 2025 to December 31, 2025.

International: The Company’s international net sales for the year ended December 31, 2025 decreased $71.8 million, or 93%, to $5.3 million compared to $77.1 million for the year ended December 31, 2024. The international customer base is comprised of a larger population of smaller customers relative to the domestic customer base. Holdings generated $57.1 million of international net sales during the period from February 28, 2025 to December 31, 2025.

Gross Profit and Gross Margin

The Company’s gross profit for the year ended December 31, 2025 decreased $190.5 million, or 87%, to $28.7 million compared to $219.2 million for the year ended December 31, 2024, while the gross profit margin decreased from 52% to 48%. The decrease in gross profit was primarily driven by the deconsolidation of Holdings.

Operating Expenses

The Company’s operating expenses for the year ended December 31, 2025 decreased $69.1 million, or 62%, to $42.5 million compared to $111.6 million for the year ended December 31, 2024. The decrease was driven primarily by the deconsolidation of Holdings.

(Loss) Income from Operations and Operating Margin

During the year ended December 31, 2025, the Company had a loss from operations of $13.7 million compared to income from operations of $107.6 million for the year ended December 31, 2024. The Company’s operating margin for the year ended December 31, 2025 decreased to (23%) compared to 26% for the year ended December 31, 2024. The decrease in income from operations and operating margin was driven primarily by the deconsolidation of Holdings.

Other Expenses, Net

Other expenses for the year ended December 31, 2025 increased $23.5 million, or 12%, to $212.1 million compared to $188.6 million for the year ended December 31, 2024. The increase in other expenses was primarily due to changes in the fair value of earnout consideration liability and warrant liability resulting in non-cash expenses of $208.1 million for the year ended December 31, 2025, compared to $171.8 million in the year ended December 31, 2024. The increase was partially offset by a decrease in net interest expense of $15.1 million resulting from the conversion of all of the Company's previously-outstanding exchangeable notes (the "Exchangeable Notes") into shares of Common Stock during the fourth quarter of 2024 and the deconsolidation of Holdings. As a result of the deconsolidation, all interest on Holdings debt is reflected within earnings in equity method investment.

Earnings in Equity Method Investment

Beginning February 28, 2025, the Company recognizes its share of Holdings’ net income within “Earnings in equity method investment,” which totaled $128.8 million for 2025. The equity method investment resulted from the deconsolidation associated with the Spin-Off and related CompoSecure Management Agreement. Refer to Note 6 in the consolidated financial statements for the results of our equity method investment.

Income Tax Expense

The Company's income tax expense for the year ended December 31, 2025 was $39.0 million, compared to $2.2 million for the year ended December 31, 2024. The increase in tax expense was primarily related to the Company being

subject to tax on 100% of Holdings’ taxable income following the Tungsten Transactions, along with a taxable gain on appreciated property resulting from the Spin-Off.

Year Ended December 31, 2024 Compared with Year Ended December 31, 2023

The following table presents the Company’s results of operations for the periods indicated:

	Year Ended December 31,
	2024		2023		Change	% Change
	(in thousands)
Net sales	$	420,571	$	390,629		8	%
Cost of sales	201,344		181,547		19,797	11	%
Gross profit	219,227		209,082		10,145	5	%
Operating expenses:
Selling, general and administrative expenses	111,605		89,995		21,610	24	%
Income from operations	107,622		119,087		(11,465)	(10	%)
Other expense, net	(188,597)		(2,011)		(186,586)	9278	%
(Loss) Income before income taxes	(80,975)		117,076		(198,051)	(169	%)
Income tax expense	(2,187)		(4,556)		2,369	(52	%)
Net (loss) income	(83,162)		112,520		(195,682)	(174	%)
Net (loss) income attributable to redeemable non-controlling interests	(29,443)		93,281		(122,724)	(132	%)
Net (loss) income attributable to GPGI, Inc	$	(53,719)	$	19,239		(379	%)

All values are in US Dollars.

	Year Ended December 31,
	2024		2023
Gross margin	52	%	54	%
Operating margin	26	%	30	%

Net Sales

	Year Ended December 31,
	2024		2023		Change	% Change
	(in thousands)
Net sales by region:
Domestic	$	343,465	$	321,470		7	%
International	77,106		69,159		7,947	11	%
Total	$	420,571	$	390,629		8	%

All values are in US Dollars.

The Company’s net sales for the year ended December 31, 2024 increased by $29.9 million, or 8%, to $420.6 million compared to $390.6 million for the year ended December 31, 2023. The increase was driven by continued domestic growth in the CompoSecure business’ premium payment card business, which was up 7%, and international sales, which were up 11%.

Domestic: The Company’s domestic net sales for the year ended December 31, 2024 increased $22.0 million, or 7%, to $343.5 million compared to $321.5 million for the year ended December 31, 2023. The increase was primarily due to added accounts by existing customers of the CompoSecure business as they continued to experience higher demand.

International: The Company’s international net sales for the year ended December 31, 2024 increased $7.9 million, or 11%, to $77.1 million compared to $69.2 million for the year ended December 31, 2023. The international customer base of the CompoSecure business is comprised of a larger population of smaller customers relative to its domestic customer base. There were increased sales across the customer base driving growth in net sales during 2024.

Gross Profit and Gross Margin

The Company’s gross profit for the year ended December 31, 2024 increased $10.1 million, or 5%, to $219.2 million compared to $209.1 million for the year ended December 31, 2023, while the gross profit margin decreased from 54% to 52%. The decrease in gross margin was partially driven by initial production of new and innovative card constructions in the CompoSecure business, which resulted in lower production efficiencies, and the impact of inflationary pressure on wages and materials for the year ended December 31, 2024.

Operating Expenses

The Company’s operating expenses for the year ended December 31, 2024 increased $21.6 million, or 24%, to $111.6 million compared to $90.0 million for the year ended December 31, 2023. The increase was driven primarily by an increase in professional fees of $10.4 million associated with the Tungsten Transactions and Spin-Off, stock-based compensation of $3.7 million, salaries and employee benefits of $3.2 million, bonus expenses of $3.3 million, computer software supplies of $0.8 million and various other costs of $1.4 million. These increases were partially offset by decreases in commission expenses of $0.6 million and marketing expenses of $0.6 million.

Income from Operations and Operating Margin

During the year ended December 31, 2024, the Company had income from operations of $107.6 million compared to income from operations of $119.1 million for the year ended December 31, 2023. The Company’s operating margin for the year ended December 31, 2024 decreased to 26% compared to 30% for the year ended December 31, 2023. The decrease in operating margin was primarily due to the decrease in gross margin as a percentage of revenue and increase in operating expenses offset by revenue growth.

Other Expenses, Net

Other expenses for the year ended December 31, 2024 increased $186.6 million, or 9,278%, to $188.6 million compared to $2.0 million for the year ended December 31, 2023. The increase in other expenses was primarily due to changes in the fair value of earnout consideration liability, warrant liability and make-whole liability resulting in non-cash expenses of $171.8 million for the year ended December 31, 2024, compared to income of $22.1 million in the year ended December 31, 2023, resulting in an increase in operating expense of $194.0 million. The increase in expense related to the changes in fair value was offset by lower interest expense resulting from principal payments made on the outstanding term loan and the conversion of all outstanding Exchangeable Notes into shares of Common Stock resulting in reduced interest expense on the Exchangeable Notes.

Income Tax Expense

The Company's income tax expense for the year ended December 31, 2024 was $2.2 million, compared to $4.6 million for the year ended December 31, 2023.

Use of Non-GAAP Financial Measures

This Form 10-K 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. The Company believes EBITDA, Adjusted EBITDA, Adjusted Net Income and non-GAAP earnings per share (EPS) are useful to investors in evaluating the Company’s financial performance.

Following the Spin-Off of Resolute Holdings and the CompoSecure Management Agreement, and the resulting shift to equity method accounting under GAAP beginning February 28, 2025, the Company presents a broader set of non-GAAP measures, including Net Sales and Gross Profit from Holdings on a combined basis, to provide investors with consistent, comparable financial information that better represents the underlying performance of the business across reporting periods.

The Company uses these non-GAAP measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and measure incentive compensation. We believe that these non-GAAP financial measures depict the true economic performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. We believe EBITDA and Adjusted EBITDA provide valuable insight into operational efficiency independent of capital structure and tax environment; Adjusted Net Income and Adjusted EPS offer investors a clearer view of ongoing profitability by excluding non-recurring and non-operational items. Additionally, the Company’s debt agreements contain covenants based on variations of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results.

EBITDA, Adjusted EBITDA, Adjusted Net Income and non-GAAP EPS should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA, Adjusted Net Income and non-GAAP EPS are significant components in understanding and assessing the Company’s financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity. These non-GAAP measures may be different from similarly titled non-GAAP measures used by other companies.

The following unaudited table presents the reconciliation of net income to EBITDA and Adjusted EBITDA for the years ended December 31, 2025, 2024 and 2023.

	Year Ended December 31,
	2025		2024		2023
	(in thousands)
Net (loss) income	$	(136,005)	$	(83,162)	$	112,520
Add:
Depreciation and amortization (2)	9,377		9,174		8,387
Income tax expense	39,026		2,187		4,556
Interest expense, net (1)	7,576		16,780		24,156
EBITDA	$	(80,026)	$	(55,021)	$	149,619
Stock-based compensation expense (2)	22,777		21,235		17,562
Mark to market adjustments, net (2,3)	208,059		171,817		(22,145)
Husky Transaction costs (4)	7,077		—		—
Tungsten Transactions costs (5)	—		2,726		—
Secondary offering transaction costs	—		586		—
Debt refinance costs	—		225		—
Loss on remeasurement of TRA Liability	3,465		—		—
Additional earnout costs	4,967		3,680		—
Spin-Off costs (6)	5,452		6,119		—
Adjusted EBITDA	$	171,771	$	151,367	$	145,036

(1)Includes amortization of deferred financing costs for the years ended December 31, 2025, 2024 and 2023 and loss on extinguishment of debt for the years ended December 31, 2024

(2) The presented adjustments include amounts related to both the Company and its equity method investment in Holdings for the year ended December 31, 2025.

(3) Includes the changes in fair value of warrant liability, derivative liabilities and earnout consideration liability for the years ended December 31, 2025, 2024 and 2023.

(4) Husky Transaction costs for the year ended December 31, 2025 primarily include advisory, legal and other professional fees incurred in connection with the Husky business combination.

(5) Tungsten Transactions costs for the year ended December 31, 2024 represent deal‑related expenses incurred in connection with the Tungsten Transactions completed on September 17, 2024.

(6) Spin-Off costs for the years ended December 31, 2025 and December 31, 2024 represent deal‑related expenses incurred in connection with the Spin-Off completed on February 28, 2025.

The following unaudited table presents the non-GAAP earnings per share and reconciliation of GAAP net (loss) income to non-GAAP adjusted net income for the periods indicated below to reflect current and deferred income tax expenses. The below presentation does not include a full tax provision. The Company applies a blended tax rate to its income before taxes and to all adjustments. Additionally, the below table includes Class B shares to eliminate the impact of the Company's historical Up-C structure.

	Year Ended December 31,
	2025		2024		2023
	(in thousands) except per share amounts
Basic:
Net (loss) income	$	(136,005)	$	(83,162)	$	112,520
Add : provision for income taxes	39,026		2,187		4,556
Add (less): mark-to-market adjustments (1)	208,059		171,817		(22,145)
Add: stock-based compensation	22,777		21,235		17,562
Add: Husky Transaction costs	7,077		—		—
Add: secondary offering transaction costs	—		586		—
Add: Tungsten Transactions costs	—		2,726		—
Add: debt refinance costs	—		225		—
Add: Loss on remeasurement of TRA Liability	3,465		—		—
Add: additional earnout costs	4,967		3,680		—
Add: Spin-Off costs	5,452		6,119		—
Adjusted net income before tax	154,818		125,413		112,493
Income tax expense (2)	34,029		27,240		24,433
Adjusted net income	$	120,789	$	98,173	$	88,060
Common shares outstanding used in computing net income per share, basic:
Class A and Class B common shares (3)	110,517		83,834		78,619
Adjusted net income per share - basic	$	1.09	$	1.17	$	1.12
Diluted:
Adjusted net income	$	120,789	$	98,173	$	88,060
Add: Interest on convertible notes net of tax (5)	—		3,238		7,123
Adjusted net income used in computing adjusted net income per share, diluted (4)	$	120,789	$	101,411	$	95,183
Common shares outstanding used in computing adjusted net income per share, diluted:
Warrants (4)	5,715		8,094		8,094
Exchangeable Notes (5)	—		11,629		13,000
Equity awards	4,728		3,411		3,651
Total shares outstanding used in computing adjusted net income per share - diluted	120,960		106,968		103,364
Adjusted net income per share - diluted	$	1.00	$	0.95	$	0.92

(1) Includes the changes in fair value of warrant liability, make-whole provision of Exchangeable Notes and earnout consideration liability.

(2) Reflects current and deferred income tax expenses. For the years ended 2024 and 2023, it was calculated using the Company's blended tax rate as if the Company did not have any non-controlling interest associated with its historical Up-C structure. For the year ended 2025, it was calculated by applying the Company's assumed effective tax rate.

(3) Assumes both Class A and Class B shares participate in earnings and are outstanding at the end of the period. There were no Class B shares outstanding as of December 31, 2025 and 2024.

(4) Assumes treasury stock method, valuation at assumed fair market value of $18.00 for the years ended 2024 and 2023.

(5) The Exchangeable Notes were included through the application of the "if-converted" method. Interest related to the Exchangeable Notes, net of tax was excluded from net income. No Exchangeable Notes were outstanding during the Company's fiscal year ended December 31, 2025.

Liquidity and Capital Resources

GPGI's primary sources of liquidity are its existing cash and cash equivalents balances, funding from its wholly owned subsidiary, Holdings, which are treated as distributions from Holdings to the Company, and potential proceeds from the sale of stock. Historically, these sources of liquidity have also included proceeds from the exercise of the Company’s previously-outstanding redeemable warrants. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as D&O insurance, professional fees, and stock exchange listing fees. Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and borrowings on its term loan and revolving credit facility. Holdings’ primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures (including property and equipment).

As of December 31, 2025, the Company had cash and cash equivalents of $114.6 million and Holdings had cash and cash equivalents of $157.0 million, investment in US treasury bills of $41.1 million and total debt principal outstanding of $186.3 million. As of December 31, 2024, the Company had aggregate cash and cash equivalents of $77.5 million and total debt principal outstanding of $197.5 million.

The Company believes that available cash and cash equivalents at December 31, 2025 of $114.6 million are sufficient to meet the liquidity needs of the Company. The Company anticipates that to the extent that the Company and/or Holdings requires additional liquidity, it will be funded through borrowings on Holdings' revolving credit facility, the incurrence of other indebtedness, or a combination thereof and/or offering of the Company's equity or debt securities in capital markets. The Company cannot be assured that it or Holdings will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, the liquidity of the Company and Holdings and their ability to meet their obligations and their capital requirements are also dependent on the future financial performance of Holdings, which is subject to general economic, financial and other factors that are beyond its control. Accordingly, the Company cannot be assured that Holdings will generate sufficient cash flows from operations or that future capital will be available from additional indebtedness or other sources to meet the liquidity needs of the Company and Holdings. The Company has announced plans to use acquisitions as part of its growth strategy. As the Company pursues acquisitions, the Company and/or Holdings may incur additional equity or debt financings to complete such acquisitions.

Effective September 19, 2024, the Tungsten acquisition of a majority of the Company’s Class A Common Stock caused a Fundamental Change, as defined in the Indenture to the Exchangeable Notes. This Fundamental Change provided holders of the Exchangeable Notes a choice to: (1) exchange the Exchangeable Notes for shares of Class A Common Stock at a temporarily increased exchange rate of 104.5199 shares per $1,000 principal amount of Exchangeable Notes until November 27, 2024 (with the exchange rate then reverting to the existing 91.0972 shares per $1,000 principal amount of Exchangeable Notes); (2) have the Company repurchase for cash of all of such holder’s Exchangeable Notes on November 29, 2024 at a repurchase price equal to 100% of the principal amount of the Exchangeable Notes to be repurchased plus accrued and unpaid interest; or (3) continue to hold the Exchangeable Notes. Through December 31, 2024, all $130 million of the Exchangeable Notes were surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of Common Stock. As of December 31, 2024, all of the Exchangeable Notes had been converted into shares of Common Stock.

On November 2, 2025, the Company entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, pursuant to which the Company combined with Husky Technologies Limited. The transaction closed on January 12, 2026 for aggregate consideration valued at approximately $5.0 billion, funded through a combination of debt financing, a private placement of common stock, equity rollover from Platinum Equity, and cash consideration, as described above. In connection with the closing, Husky became a wholly owned subsidiary of

Holdings. Additional information is included in Note 19 of the Company's Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K (the "Consolidated Financial Statements").

On November 3, 2025, the Company called for redemption all of its issued and outstanding redeemable warrants. During the year ended December 31, 2025, the Company received $156.2 million of cash and issued 21,192,626 shares in connection with exercises of the warrants by the holders thereof. As of December 31, 2025, no warrants remained outstanding.

In connection with the closing of the Husky Transaction, the Company repaid in full all outstanding obligations under Holdings' existing credit facility and terminated all related commitments. No early termination penalties or prepayment premiums were incurred in connection with the payoff. This repayment represents the removal of our prior revolving and term loan structure and the associated interest expense, covenants, and liquidity considerations that were in place as of December 31, 2025. Additional information is included in Note 19 of the Consolidated Financial Statements.

On January 14, 2026, following the completion of the Husky Transaction, Holdings completed a refinancing of approximately $2.1 billion of indebtedness that was assumed as part of the Husky Transaction (the "Refinancing Transactions"). The Refinancing Transactions included (i) the issuance of $900.0 million of 5.625% senior secured notes due 2033 (the "Notes"), (ii) the establishment of a new $1.2 billion term loan facility maturing in 2033 (the "New Term Loan"), and (iii) $400.0 million of revolving credit commitments maturing in 2031 (the "New Revolving Facility"). Proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related fees, costs, premiums, and expenses incurred in connection with the recapitalization of the combined company’s capital structure. Additional information is included in Note 19 of the Consolidated Financial Statements.

These financing activities significantly modified Holdings' capital structure, extended its maturity profile, and increased the available liquidity under the New Revolving Credit Facility. We expect that the increased amount of new long‑term debt will increase our annual cash interest outflows beginning in 2026; however, the structure also enhances financial flexibility by providing longer‑dated maturities and a more scalable credit platform supporting the combined operations of Holdings. The refinancing also consolidates and simplifies Holdings' debt portfolio, replacing multiple legacy facilities with a single capital structure intended to support the long‑term strategy of the combined company.

The Company continues to evaluate its capital allocation priorities, including deleveraging Holdings’ balance sheet over time, managing working capital requirements of the larger post‑combination enterprise, and maintaining sufficient liquidity to fund integration activities, strategic investments, and ongoing operations. As of the filing date, the Company believes it has adequate liquidity to meet its near‑term and long‑term obligations through cash on hand, operating cash flows and distributions from Holdings, and available debt capacity under Holdings' New Revolving Credit Facility.

Net Cash (Used in) Provided by Operations

Cash used in the Company’s operating activities for the year ended December 31, 2025 was $22.9 million compared to cash provided by operating activities of $129.6 million for the year ended December 31, 2024. The $152.5 million decrease in cash provided by operating activities was primarily attributable to the deconsolidation of Holdings and changes in working capital. These decreases were partially offset by distributions from Holdings and deferred tax expense.

Net Cash Used in Investing Activities

Cash used in the Company’s investing activities for the year ended December 31, 2025 was $60.7 million, primarily related to cash and cash equivalents that were deconsolidated as a result of the Spin-Off and execution of the CompoSecure Management Agreement. That compared to cash used in investing activities for the year ended December 31, 2024 of $9.9 million which was primarily attributable to purchases of equipment, investment in SAFE and capitalized software expenditures.

Net Cash Provided by (Used in) Financing Activities

Cash provided by the Company’s financing activities for the year ended December 31, 2025 was $120.8 million, compared to cash used in the Company's financing activities for the year ended December 31, 2024 of $83.4 million. Cash provided in financing activities for the year ended December 31, 2025 primarily related to proceeds from the exercise of warrants of $156.2 million offset by $18.0 million of payments for taxes related to net share settlement of equity awards, purchase of treasury shares of $12.2 million and payment of TRA liability of $5.3 million. Cash used in financing activities for the year ended December 31, 2024 primarily related to distributions to non-controlling interest holders of $34.9 million, special distribution to non-controlling interest holders of $15.6 million, repayment of scheduled term loan principal payments of $12.8 million, dividends to holders of the Common Stock of $8.9 million, payments for taxes relating to net settlement of equity awards $12.8 million, deferred financing cost relating to debt modification of $2.1 million and payment of tax receivable agreement liability of $1.3 million. These uses were partially offset by proceeds of $5.0 million from the exercise of stock options and issuance of shares for ESPP transactions.

Contractual Obligations

The following table summarizes the Company’s material expected contractual cash obligations by future period as of December 31, 2025. Additional information is included in Notes 7, 8 and 16 of the Consolidated Financial Statements.

	Payments due by Period
	1 year or less	Years 2-3		Years 4-5		After Year 5		Total
	( amounts in thousands)
Long-term Debt (1)		$	36,250	$	135,000	$	—	$	186,250
Operating Leases (2)	2,690	4,132		2,807		1,727		11,356
Tax Receivable Agreement Liability (3)	16,193	31,445		32,562		191,153		271,353
Total		$	71,827	$	170,369	$	192,880	$	468,959

All values are in US Dollars.

(1)Includes principal only.

(2)See Note 8.

(3)The Company is obligated to make payments under the tax receivable agreement to holders of interests in Holdings. See Notes 2 and 14 to the Consolidated Financial Statements.

Outlook Following the Husky Transaction

The completion of the Husky Transaction materially expands the scale and complexity of the Company’s operations. Beginning in 2026, the Company expects its liquidity profile, debt service requirements, capital allocation priorities and cash flow generation to be significantly influenced by the results of the Husky business. Management believes the enhanced scale of the combined enterprise provides opportunities to pursue multi‑industry growth initiatives, operational efficiencies and a broader set of commercial end‑markets. However, the combined company is subject to increased leverage following the Refinancing Transactions, and future liquidity will depend on the successful integration and operating performance of Husky. The Company will continue to evaluate the combined capital structure and may pursue additional financing or capital markets activity as appropriate.

Critical Accounting Policies and Estimates

General:

The discussion and analysis of the Company’s financial condition and results of operations is based upon audited financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements involve management making estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosures with respect to contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on the Company’s historical experience, terms of its existing contracts, evaluation of trends in the industry, information provided by its customers, and information available from outside sources, as appropriate. The Company’s actual results may differ from those estimates under different assumptions or conditions. The Company evaluates the adequacy of its expected reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes which were marked to market each quarter based on a Lattice model approach, changes in the fair value of warrant liabilities, derivative asset for the interest rate swap, valuation allowances on deferred tax assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability. See Notes 7, 10 and 12 to the Consolidated Financial Statements for further discussion of the nature of these assumptions and conditions. See Note 2 to the Consolidated Financial Statements for a complete description of the significant accounting policies that have been followed in preparing the Company’s Consolidated Financial Statements.

The accounting policies described below are those that the Company considers to be the most critical for an understanding of its financial condition and results of operations and that require the most complex and subjective management judgment.

Change to Equity Method Accounting Presentation for Holdings

As a result of the Spin-Off and Holdings entering into the CompoSecure Management Agreement with Resolute Holdings, the Company determined that Holdings is a VIE for which the Company is not the primary beneficiary, as the Company does not have the power to direct the activities of Holdings that most significantly impact its economic performance. Therefore, the results of operations and cash flows of the Company's wholly-owned subsidiary, Holdings, and the operating companies which are its subsidiaries, are not consolidated in the financial statements and, instead, are accounted for under the equity method of accounting.

Revenue Recognition

The Company recognizes revenue in accordance with the accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refer to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or a customer has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer.

The primary judgments relating to the Company’s revenue recognition include determining whether (i) the contract with a customer exists; (ii) performance obligations are identified; (iii) the transaction price is determined; (iv) the transaction price is allocated to performance obligations; and (v) the distinct performance obligations are satisfied by transferring control of the product or service to the client. Transfer of control is typically evaluated from the customer's perspective.

The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 60 days of the invoice, a significant financing component is not included within the contracts.

The majority of the Company’s contracts with its customers have the same performance obligation of manufacturing and transferring the specified number of cards to the customer. Each individual card included within an order constitutes a separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short term in nature.

The Company’s products do not include an unmitigated right of return unless the product is non-conforming or defective. If the goods are non-conforming or defective, the defective goods are replaced or reworked or, in certain instances, a credit is issued for the portion of the order that was non-conforming or defective. A provision for sales returns and allowances is recorded based on experience with goods being returned. Most returned goods are re-worked and subsequently re-shipped to the customer and recognized as revenue. Historically, returns have not been material to the Company.

Additionally, the Company has a rebate program with certain customers allowing for rebates based on achieving a certain level of shipped sales during the calendar year. These rebates are estimated and updated throughout the year and recorded against revenues and the related accounts receivable.

On occasion, the Company receives requests from customers to hold purchased products. We evaluate these requests as bill and hold arrangements. The Company recognizes revenue from such bill and hold arrangements in accordance with the guidance provided in ASC 606, which indicates that, for a customer to have obtained control of a product in a bill and hold arrangement all of the following criteria must be met: (a) the reason for the bill and hold is substantive, (b) the product has separately been identified as belonging to the customer, (c) the product is currently ready for physical transfer to the customer, and (d) we do not have the ability to use the product or direct it to another customer. During the years ended December 31, 2025 and 2024, the Company recognized $1.2 million and $8.1 million of revenue under bill and hold arrangements, respectively.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income per common share is computed by dividing net income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A common stock but is exclusive of Class B common stock as these shares have no economic or participating rights. As a result of the Tungsten Transactions, all shares of Class B Common Stock were exchanged for shares of Class A Common Stock on September 17, 2024. No shares of Class B Common Stock were outstanding at December 31, 2025 and 2024.

Equity-Based Compensation

The Company estimates the fair value of option awards using a Black-Scholes option valuation model. Option valuation model requires the Company to estimate a number of key valuation inputs including expected volatility, expected dividend yield, expected term, and risk-free interest rate. The expected term assumption reflects the period for which the Company believes the option will remain outstanding. This assumption is based upon the historical and expected behavior of the option holders and may vary based upon the behavior of different groups of option holders. The most subjective estimate is the expected volatility of the underlying unit when determining the fair market value of an option granted. As there was no trading history for the Company’s equity prior to 2021, the

Company utilized a blend of an appropriate peer group and the Company's volatility to estimate the volatility assumption when calculating the fair value of options granted during 2025 and 2024. An entity that is unable to estimate the expected volatility of the price of its underlying share may measure awards based on a “calculated value,” which substitutes the volatility of an appropriate index for the volatility of the entity’s own share price. The Company used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflects the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant. During the year ended December 31, 2025, the Company granted 343,720 non-qualified stock options. The Company also granted restricted stock units and performance-based stock units under its 2021 incentive plan during the years ended December 31, 2025, 2024 and 2023. See Note 10 in Notes to Consolidated Financial Statements in this Annual Report on Form 10-K.

Certain equity awards associated with the achievement of certain market conditions discussed below were achieved during the year ended December 31, 2025

Earnout Consideration

Certain of Holdings' equity holders had the right to receive an aggregate of up to 7.5 million additional shares of the Company's Class A Common Stock in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”), with 657,160 of the Earnouts being subject to ASC 718. The remaining shares were considered to be derivative liability and the valuation of the Earnouts liability was determined using a Monte Carlo simulation model that utilizes significant assumptions, including share price, volatility, risk-free rate of return, expected term, anticipated dividends and forfeitures, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Company classifies the Earnouts as liabilities at their fair value on the consolidated balance sheet and adjusts the fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of earnout consideration liability in the Company's consolidated statements of operations.

The achievement of the Earnouts were subject to two price thresholds with half to be awarded upon the achievement of each threshold. The first phase was to expire upon the three year anniversary upon the initial closing date and the second phase was set to expire upon the four year anniversary. The Earnouts under the first phase were achieved on December 13, 2024 and approximately 3.8 million shares were issued The second Earnout threshold was achieved on September 8, 2025, and approximately 4.4 million (as adjusted for the Spin-Off) Earnout Shares were issued. See Notes 10 and 12 to the Consolidated Financial Statements for more information.

Warrant Liabilities

The Company accounts for the warrants in accordance with the guidance contained in ASC 815 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value within warrant liability on the consolidated balance sheet and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of warrant liability in the Company's consolidated statements of operations. The warrants are publicly traded and are valued using the quoted market price as the fair value at the end of each balance sheet date.

On November 3, 2025, the Company issued a Notice of Redemption calling for the redemption of all outstanding warrants, with a redemption date of December 3, 2025. Following the notice, substantially all warrants were exercised on a cashless basis, and all remaining warrants not exercised by 5:00 p.m. New York City time on December 3, 2025, were canceled and became entitled only to the $0.01 per warrant redemption price. As a result, no warrants remained outstanding as of December 31, 2025, and therefore no warrant liability was subject to remeasurement at December 31, 2025. See Note 10 to the Consolidated Financial Statements for additional information for additional information on the warrants.

Tax Receivable Agreement Liability

In connection with the Roman DBDR Business Combination, the Company entered into a tax receivable agreement (the "TRA" or "Tax Receivable Agreement") with Holdings and holders of interests in Holdings (the "TRA Parties"). Pursuant to the TRA, the Company is required to pay to certain TRA Parties, 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. The TRA will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the agreement for an amount representing the present value of anticipated future tax benefits under the TRA. The Company will retain the benefit of the remaining 10% of these cash tax savings. The Company recorded $271.4 million and $253.7 million in TRA liability as of December 31, 2025 and 2024, respectively, in the Company's consolidated balance sheets. The Company paid $5.3 million and $1.3 million in the years ended December 31, 2025 and 2024, respectively, to the TRA Parties pursuant to the savings in U.S. federal, state and local income taxes that the Company realized as a result of the utilization of certain tax attributes for the fiscal years 2024 and 2023.

In connection with the Tungsten Transactions, the Company and certain of the TRA Parties entered into Amendment No. 1 to the TRA, dated as of August 7, 2024 (the "TRA Amendment"). The TRA Amendment provides for certain amendments to the TRA for the benefit of the Company. In particular, the TRA Amendment amends the definition of “Change of Control” (as defined in the TRA) to forego the acceleration of certain payments that may have otherwise been payable to the TRA Parties by the Company or Holdings as a result of the Tungsten Transactions, provided that such TRA Parties shall retain their right to acceleration of payments upon any future change of control. The TRA Amendment also amends the “Early Termination Rate” (as defined in the TRA) by providing for an increase in the discount rate applicable to any future early termination payments pursuant to the TRA, resulting in a decrease in the amount of any such potential payments that the TRA Parties would otherwise be entitled to receive.

Income Taxes

Income taxes are applied to the income attributable to the controlling interest (see Note 9 and Note 14 to the Consolidated Financial Statements) as the income attributable to the non-controlling interest is pass-through income. The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company will continue to evaluate the realizability of our deferred tax assets and liabilities on a quarterly basis, and will adjust such amounts in light of changing facts and circumstances, including but not limited to future projections of taxable income, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits, if any. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized in future periods.

The Company was not subject to income taxes prior to December 27, 2021, due to its equity structure, under which income was taxed on a pass‑through basis. Federal, state and local income tax returns for years prior to 2019 are no longer subject to examination by tax authorities. During the year ended December 31, 2024, federal tax authorities completed their audit of fiscal 2020 and no adjustments were proposed.

Prior to the Tungsten Transactions, Holdings was a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, during a portion of fiscal 2024 (and prior years), Holdings made pro rata tax distributions to its members. These distributions were based on the Company’s estimate of taxable income for each year, updated throughout the year. Tax distributions from Holdings were intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings allocated to each member. The Holdings limited liability company agreement required distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company was required to file income tax returns together with the relevant apportionment information subject to various adjustments. For the year ended December 31, 2024,

Holdings distributed a total of $50.1 million of tax distributions to its members, of which $15.2 million was paid to GPGI, resulting in a net tax distribution to all other members of $34.9 million. For the year ended December 31, 2023, Holdings distributed a total of $50.0 million of tax distributions to its members, of which $11.6 million was paid to GPGI, resulting in a net tax distribution to all other members of $38.4 million. As a result of the Tungsten Transactions, the Company became the sole member of Holdings, eliminating the requirement for further tax distributions to members other than the Company.

Market and Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts.

The Company maintains cash, and cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required. The Company has not experienced any losses on such accounts.

Recently Adopted Accounting Policies

On December 14, 2023, the FASB issued ASU 2023‑09, Improvements to Income Tax Disclosures, which enhances income tax disclosures by requiring more detailed rate reconciliation information and expanded disclosures of income taxes paid. The guidance is effective for public business entities ( PBEs) for annual periods beginning after December 15, 2024, and for non‑PBEs after December 15, 2025, with early adoption permitted. The Company adopted the standard on January 1, 2025, and the adoption did not have a material impact on its consolidated financial statements.

Financing

The Company was a party to and guarantor of the indebtedness under Holdings' credit agreement. For more information on Holdings' credit agreement, see Note 7 to the Consolidated Financial Statements.

The Company is a guarantor of Holdings' indebtedness under the New Term Loan and the New Revolving Facility. Additionally, the Company was a party to the credit agreement governing Holdings' prior credit facility. For additional information regarding these agreements, see Note 19 to the Consolidated Financial Statements.

On January 12, 2026, Holdings repaid in full all outstanding obligations under its existing credit facility and terminated all related commitments. No early termination penalties or prepayment premiums were incurred. Following the completion of the Husky Transaction, Holdings completed the Refinancing Transactions, which, among other things, replaced Holdings' existing credit facility and provided the primary sources of Holdings' long‑term financing going forward. Additional information regarding the Refinancing Transactions is included in Note 19 to the Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Holdings uses variable‑rate debt to finance its operations. Following deconsolidation on February 28, 2025, the Company has no material direct exposure to interest‑rate risk other than on cash and cash equivalents and short-term investments. The quantitative sensitivity below pertains to Holdings and is presented because Holdings’ results are reflected in the Company’s equity in earnings.

Holdings is exposed to interest rate risk on these debt obligations and a related interest rate swap agreement. As of December 31, 2025, Holdings had $186.3 million in debt outstanding under its prior credit facility, all of which was variable rate debt.

The Company performed a sensitivity analysis based on the principal amount of Holdings' debt outstanding as of December 31, 2025. In this sensitivity analysis, the change in interest rates is assumed to be applicable for an entire year. An increase or decrease of 100 basis points in the applicable interest rate would cause an increase or decrease in interest expense of approximately $1.9 million on an annual basis.

On January 11, 2022, Holdings entered into an interest rate swap agreement to hedge forecasted interest rate payments on its variable rate debt. Under the terms of the interest rate swap agreement, Holdings receives payments based on the greater of 1-month SOFR rate or a minimum of 1.00%. Holdings has designated the interest rate swap as a cash flow hedge for accounting purposes that was determined to be effective. Holdings reflects the unrealized changes in fair value of the interest rate swap at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in its financial statements. The Interest Rate Swap matured as scheduled in December 2025 and the derivative asset was derecognized. No amounts remained in Holdings’ accumulated other comprehensive income related to this hedge as of December 31, 2025.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GPGI, INC.

Table of Contents to the Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)	67
Consolidated Balance Sheets	70
Consolidated Statements of Operations	71
Consolidated Statements of Comprehensive (Loss) Income	72
Consolidated Statements of Stockholders' Deficit	73
Consolidated Statements of Cash Flows	75
Notes to Consolidated Financial Statements	77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

GPGI, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of GPGI, Inc., formerly CompoSecure, Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 12, 2026 expressed an unqualified opinion.

Change to equity method of accounting

As described further in Note 2 to the consolidated financial statements, the Company changed its method of accounting for its investment in GPGI Holdings, L.L.C., formerly CompoSecure Holdings, L.L.C. and its subsidiaries (“Holdings’) from the consolidation method to the equity method of accounting effective February 28, 2025, the date of the management agreement between Holdings and Resolute Holdings Management, Inc. (“Resolute”), which resulted in the Company not being the primary beneficiary of its variable interest in Holdings. Under the equity method of accounting, the Company’s share of the earnings of Holdings is reported in a single line item within the Company’s consolidated statements of operations and cash flows as earnings from equity method investment after the effective date, and the carrying value of the Company's investment in Holdings is reported in the Company’s consolidated balance sheets as equity method investment.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

Critical audit matters communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion of the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Deconsolidation accounting for a variable interest entity

As described further in Note 2 to the consolidated financial statements, on February 28, 2025, Holdings entered into a management agreement with Resolute. The Company determined on that date that Holdings was a variable interest entity (“VIE”) of which the Company is not the primary beneficiary. This determination required the Company to change its method of accounting for its investment in Holdings from the consolidation method to the equity method of accounting. A VIE is consolidated by its primary beneficiary, which is the party that has both (i) the power to direct the activities that most

significantly affect the economic performance of the VIE and (ii) the obligation to absorb loss or the right to receive benefits from the VIE that would potentially be significant to the VIE. We identified the evaluation of whether Holdings is a VIE and whether the Company is not the primary beneficiary of Holdings as a critical audit matter.

The principal consideration for our determination that the evaluation of whether Holdings is a VIE and whether the Company is not the primary beneficiary is a critical audit matter is management’s use of significant judgment in determining (i) the nature of the relationship between Holdings, the Company and Resolute, and the economics of the management fee structure, (ii) whether the management agreement represents a variable interest, (iii) the activities that most significantly affect Holdings’ economic performance based on the purpose and design of the arrangement and (iv) whether the Company has the power to direct those activities. Those matters required a high degree of auditor judgment and the involvement of professionals with skills in accounting for complex transactions.

Our audit procedures related to the evaluation of whether Holdings is a VIE and whether the Company is not the primary beneficiary included the following, among others:

•We obtained and reviewed the executed management agreement and conducted discussions with management to understand the economics, purpose and design of the arrangement and the rights and obligations of each party.

•With the involvement of professionals with skills in accounting for complex transactions, we evaluated management’s accounting conclusions, including management’s (a) identification of variable interests related to the management agreement, (b) assessment of whether the management fee met the criteria to be excluded from variable interest consideration under the applicable accounting standards; (c) determination of whether Holdings meets the definition of a variable interest entity, and (d) evaluation of whether the holders of the equity investment at risk have the power to direct the activities that most significantly impact Holdings’ economic performance.

•We reviewed the appropriateness of the financial statement presentation and disclosures related to this critical audit matter.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2015.

New York, New York

March 12, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

GPGI, Inc.

Opinion on internal control over financial reporting

We have audited the internal control over financial reporting of GPGI, Inc., formerly CompoSecure, Inc., (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated March 12, 2026 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

New York, New York

March 12, 2026

GPGI, INC.
Consolidated Balance Sheets
($ in thousands, except par value and share amounts)			December 31,
---	---	---	---	---
	2025		2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	114,642	$	77,461
Accounts receivable	—		47,449
Inventories, net	—		44,833
Prepaid expenses and other current assets	5,446		4,159
Total Current assets	120,088		173,902
Property and equipment, net	—		23,448
Right-of-use asset - operating leases	—		5,404
Deferred tax asset	271,724		264,815
Derivative asset- interest rate swap	—		2,749
Equity method investment	125,455		—
Deposits and other assets	—		3,600
Total assets	$	517,267	$	473,918
LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIT)
CURRENT LIABILITIES
Accrued expenses	$	1,851	$	14,682
Accounts payable	922		11,544
Commission payable	—		2,563
Bonus payable	—		8,466
Current portion of long-term debt	—		11,250
Current portion of lease liabilities - operating leases	—		2,113
Current portion of earnout consideration liability	—		20,533
Current portion of tax receivable agreement liability	16,193		5,171
Total current liabilities	18,966		76,322
Long-term debt, net of deferred finance costs	—		184,389
Warrant liability	—		104,231
Lease liabilities - operating leases	—		3,888
Tax receivable agreement liability	255,160		248,534
Total liabilities	274,126		617,364
Commitments and contingencies (Note 16)
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding	—		—
Class A common stock, $0.0001 par value; 1,000,000,000 and 250,000,000 shares authorized, 126,985,076 and 100,462,844 shares issued and outstanding as of December 31, 2025 and 2024, respectively.	12		10
Treasury shares	(12,247)		—
Additional paid-in-capital	706,667		361,379
Accumulated other comprehensive income	(206)		2,543
Accumulated deficit	(451,085)		(507,378)
Total stockholders' equity (deficit)	243,141		(143,446)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	517,267	$	473,918

The accompanying notes are an integral part of these financial statements.

GPGI, INC.
Consolidated Statements of Operations
($ in thousands except per share amounts)			Years Ended December 31,
---	---	---	---	---	---	---
	2025		2024		2023
Net sales	$	59,824	$	420,571	$	390,629
Cost of sales	31,077		201,344		181,547
Gross profit	28,747		219,227		209,082
Operating expenses:
Selling, general and administrative expenses	42,478		111,605		89,995
(Loss) income from operations	(13,731)		107,622		119,087
Other (expense) income:
Revaluation of warrant liability	(150,958)		(95,937)		8,047
Revaluation of earnout consideration liability	(57,101)		(76,305)		14,237
Change in fair value of derivative liability - convertible notes redemption make-whole provision	—		425		(139)
Loss on remeasurement of TRA liability	(3,465)		—		—
Interest income	1,233		4,648		4,977
Interest expense	(1,688)		(20,176)		(27,525)
Loss on extinguishment of debt	—		(148)		—
Amortization of deferred financing costs	(74)		(1,104)		(1,608)
Total other expense, net	(212,053)		(188,597)		(2,011)
(Loss) income before income taxes	(225,784)		(80,975)		117,076
Income tax expense	(39,026)		(2,187)		(4,556)
(Loss) income before earnings in equity method investment	$	(264,810)	$	(83,162)	$	112,520
Earnings in equity method investment	128,805		—		—
Net (loss) income	(136,005)		(83,162)		112,520
Net (loss) income attributable to redeemable non-controlling interests	$	—	$	(29,443)	$	93,281
Net (loss) income attributable to GPGI, Inc.	$	(136,005)	$	(53,719)	$	19,239
Net (loss) income per share attributable to Class A common stockholders - basic	$	(1.23)	$	(1.22)	$	1.03
Net (loss) income per share attributable to Class A common stockholders - diluted	$	(1.23)	$	(1.22)	$	0.96
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - basic	110,517		44,012		18,661
Weighted average shares used to compute net (loss) income per share attributable to Class A common stockholders - diluted	110,517		44,012		35,312

The accompanying notes are an integral part of these financial statements.

GPGI, INC.
Consolidated Statements of Comprehensive (Loss) Income
($ in thousands except per share amounts)			Years Ended December 31,
---	---	---	---	---	---	---
	2025		2024		2023
Net (loss) income	$	(136,005)	$	(83,162)	$	112,520
Other comprehensive loss, net:
Unrealized loss on derivative - interest rate swap (net of tax)	(502)		(2,448)		(3,292)
Total other comprehensive loss, net	(502)		(2,448)		(3,292)
Comprehensive (loss) income	$	(136,507)	$	(85,610)	$	109,228

The accompanying notes are an integral part of these financial statements.

GPGI, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(in thousands, except share data)
	Class A Common Stock			Class B Common Stock			Treasury		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares	Amount		Shares	Amount		Shares		Capital		Comprehensive Income		Deficit		Equity (Deficit)		Interest
Balance as of December 31, 2022	16,446,748	$	2	60,325,057	$	6	$	—	$	24,107	$	8,283	$	(924,630)	$	(892,232)	$	600,234
Distributions to non-controlling interests	—	—		—	—		—		—		—		(38,362)		(38,362)		—
Stock-based compensation	—	—		—	—		—		17,562		—		—		17,562		—
Net income	—	—		—	—		—		—		—		19,239		19,239		93,281
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes and employee stock purchase plan transactions	2,601,740	—		—	—		—		—		—		—		—		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		—		1,196		—		—		1,196		—
Class A common stock withheld related to net share settlement of equity awards	—	—		—	—		—		(3,126)		—		—		(3,126)		—
Class A common stock issued pursuant to Class B common stock exchanges	366,635	—		(366,635)	—		—		—		—		—		—		—
Unrealized loss on derivative - interest rate swap	—	—		—	—		—		—		(3,292)		—		(3,292)		—
Tax receivable agreement liability	—	—		—	—		—		(273)		—		—		(273)		—
Adjustment of redeemable non-controlling interests to redemption value	—	—		—	—		—		—		—		96,928		96,928		(96,928)
Balance as of December 31, 2023	19,415,123	$	2	59,958,422	$	6	$	—	$	39,466	$	4,991	$	(846,825)	$	(802,360)	$	596,587
Distributions to non-controlling interests	—	—		—	—		—		—		—		(34,863)		(34,863)		—
Dividend to Class A shareholders	—	—		—	—		—		(8,922)		—		—		(8,922)		—
Special distribution to non-controlling interests	—	—		—	—		—		—		—		(15,573)		(15,573)
Stock-based compensation	—	—		—	—		—		21,235		—		—		21,235		—
Shares issued upon the exchange of convertible debt	13,587,565	2		—	—		—		128,264		—		—		128,266		—
Earnout Phase 1	3,635,924	—		—	—		—		52,835		—		—		52,835		—
Net loss	—	—		—	—		—		—		—		(53,719)		(53,719)		(29,443)
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes, warrants and ESPP transactions	3,865,810	—		—	—		—		—		—		—		—		—
Proceeds from employee stock purchase plan and exercise of options	—	—		—	—		—		4,998		—		—		4,998		—
Class A common stock withheld related to net share settlement of equity awards	—	—		—	—		—		(8,994)		—		—		(8,994)		—

The accompanying notes are an integral part of these financial statements.

GPGI, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(in thousands, except share data)
	Class A Common Stock			Class B Common Stock			Treasury		Additional Paid-in		Accumulated Other		Accumulated		Total Stockholders'		Redeemable Non-Controlling
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares	Amount		Shares	Amount		Shares		Capital		Comprehensive Income		Deficit		Equity (Deficit)		Interest
Class A common stock issued pursuant to Class B common stock exchanges	59,958,422	6		(59,958,422)	(6)		—		—		—		—		—		—
Unrealized loss on derivative - interest rate swap	—	—		—	—		—		—		(2,448)		—		(2,448)		—
Tax receivable agreement liability	—	—		—	—		—		8,955		—		—		8,955		—
Adjustment of redeemable non-controlling interests to redemption value	—	—		—	—		—		123,542		—		443,602		567,144		(567,144)
Balance as of December 31, 2024	100,462,844	$	10	—	$	—	$	—	$	361,379	$	2,543	$	(507,378)	$	(143,446)	$	—
Exercise of warrants	21,192,626	2		—	—		—		411,384		—		—		411,386		—
Stock-based compensation	—	—		—	—		—		4,468		—		—		4,468		—
Proceeds from exercise of options	—	—		—	—		—		121		—		—		121		—
Unrealized loss on derivative - interest rate swap	—	—		—	—		—		—		(502)				(502)
Purchase of treasury shares	(647,782)	—		—	—		(12,247)		—		—		—		(12,247)		—
Net loss	—	—		—	—		—		—		—		(136,005)		(136,005)		—
Class A common stock issued pursuant to equity-based plans, net of shares withheld for taxes	1,731,791	—		—	—		—		(15,285)		—		—		(15,285)		—
Deemed dividend for issuance of stock-based compensation to Resolute Holdings employees	—	—		—	—		—		(28,136)		—		—		(28,136)
Stock-based compensation granted to Resolute Holdings employees	—	—		—	—		—		28,136		—		—		28,136
Tax receivable agreement liability	—	—		—	—		—		2,165		—		—		2,165		—
Earnout Phase Two	4,245,597	—		—	—		—		74,908		—		—		74,908		—
Stock-based compensation granted at Holdings	—	—		—	—		—		18,309		—		—		18,309		—
Spin-Off of Resolute Holdings	—	—		—	—		—		(14,209)		—		3,400		(10,809)
Deconsolidation of Holdings	—	—		—	—		—		(136,573)		(2,247)		188,898		50,078		—
Balance as of December 31, 2025	126,985,076	$	12	—	$	—	$	(12,247)	$	706,667	$	(206)	$	(451,085)	$	243,141	$	—

The accompanying notes are an integral part of these financial statements.

GPGI, INC.
Consolidated Statements of Cash Flows
($ in thousands)
	Years Ended December 31,
---	---	---	---	---	---	---
	2025		2024		2023
Cash flows from operating activities
Net loss	$	(136,005)	$	(83,162)	$	112,520
Adjustments to reconcile net loss to net cash ( used in ) provided by operating activities
Depreciation and amortization	1,623		9,174		8,387
Stock-based compensation expense	4,468		21,235		17,562
Inventory reserves	—		(294)		(1,182)
Amortization of deferred financing costs	74		1,155		1,546
Earnings in equity method investment	(128,805)		—		—
Cash receipts from Holdings after the Spin-Off	21,659		—		—
Loss on extinguishment of debt	—		148		—
Revaluation of earnout consideration liability	57,101		76,305		(14,237)
Revaluation of warrant liability	150,958		95,937		(8,047)
Non-cash operating lease expense	405		2,336		2,186
Change in fair value of derivative liability	—		(425)		139
Loss on remeasurement of TRA liability	3,465		—		—
Deferred tax (benefit) expense	14,743		(2,469)		2,667
Changes in assets and liabilities
Accounts receivable	2,063		(6,961)		(3,216)
Inventories, net	(5,195)		8,001		(8,984)
Prepaid expenses and other assets	(4,037)		974		(1,309)
Accounts payable	(625)		6,351		(1,934)
Accrued expenses	(760)		2,696		1,833
Lease liabilities	(371)		(2,450)		(2,232)
Other liabilities	(3,643)		1,002		(1,387)
Net cash (used in ) provided by operating activities	(22,882)		129,553		104,312
Cash flows from investing activities
Purchase of property and equipment	—		(7,410)		(10,944)
Investment in SAFE	—		(1,500)		—
Resolute Holdings cash deconsoldiated as a result of the Spin-Off	(10,000)		—		—
Holdings cash deconsolidated as a result of the CompoSecure Management Agreement	(50,303)		—		—
Capitalized software expenditures	(387)		(1,035)		—
Net cash used in investing activities	(60,690)		(9,945)		(10,944)
Cash flows from financing activities
Proceeds from employee stock purchase plan and exercise of options	121		4,998		1,196
Payments for taxes related to net share settlement of equity awards and earnout liability	(18,011)		(12,783)		(3,126)
Proceeds from the exercise of warrants	156,195		—		—
Purchase of treasury shares	(12,247)		—		—
Payment of term loan	—		(12,813)		(22,810)
Payment of tax receivable agreement liability	(5,305)		(1,303)		(2,436)
Deferred finance costs related to debt modification	—		(2,104)		(256)
Tax distributions to non-controlling members	—		(34,863)		(38,362)
Special distribution to non-controlling members	—		(15,573)		—
Dividend to Class A shareholders	—		(8,922)		—
Net cash provided by (used in) financing activities	120,753		(83,363)		(65,794)
Net increase in cash and cash equivalents	37,181		36,245		27,574
Cash and cash equivalents , beginning of year	77,461		41,216		13,642
Cash and cash equivalents, end of year	$	114,642	$	77,461	$	41,216
Supplementary disclosure of cash flow information:
Cash paid for interest expense	$	2,164	$	20,608	$	27,247

The accompanying notes are an integral part of these financial statements.

Cash paid for income taxes	24,310		4,820		2,760
Supplemental disclosure of non-cash financing activities:
Operating lease ROU assets exchanged for lease liabilities	$	4,224	$	—	$	—
Derivative asset - interest rate swap	(502)		(2,448)		(3,292)
Non-cash portion of warrant exercise	(255,189)		—		—
Settlement of earnout	(77,634)		(56,625)		—
Contribution to Holdings for stock-based compensation	18,309		—		—
Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of CompoSecure Management Agreement	(100,378)		—		—
Resolute Holdings net liabilities, excluding cash and cash equivalent, deconsolidated as a result of Spin-Off	(1,542)		—		—

The accompanying notes are an integral part of these financial statements.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

1.DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Starting in January 2026, the Company has evolved from a single operating business into a diversified permanent capital platform that is today comprised of two market leading businesses: (1) CompoSecure, L.L.C. (“CompoSecure”), a leading manufacturer of premium metal credit cards and provider of secure authentication solutions, and (2) Husky Holdings LLC (“Husky”), a leading manufacturer of injection molding equipment and aftermarket services for the food, packaging, and medical markets.

CompoSecure Business

In addition to metal payment cards, CompoSecure has leveraged its core competencies in advanced manufacturing and trusted hardware to develop secure authentication and digital asset storage solutions through the Arculus platform. Arculus combines a physical metal card with a mobile software application to enable three-factor secure authentication, high-value transaction authorization, and management of digital assets in cold storage. With its tap-to-authenticate technology, Arculus provides tamper resistance, cryptographic security, and ease of use for enterprise and individual customers facing increased cybersecurity risks across diverse end markets.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

separate manufacturing operations designed to optimize smaller quantity production runs for pilot or more specialized card programs. Coupled with its manufacturing footprint, CompoSecure has more than 65 U.S. and foreign patent families issued and more than 35 U.S. and foreign patent family applications pending. The company expects to continue developing innovations for payment card form factor design, components, and manufacturing methods, as well as further technological innovations for the Arculus platform.

Husky Business

Husky, founded in 1953, and headquartered in Bolton, Ontario, Husky is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services. Since its founding in 1953, Husky has focused on developing highly technical precision technologies instrumental in the delivery of food, beverages, medical devices, and other applications including general packaging and closures, thinwall packaging, and consumer products. Husky delivers its integrated capabilities through a combination of systems, tooling, and aftermarket parts and services to create value for customers throughout the entire lifecycle of its solutions.

The evolution of the Company from a single operating business into the diversified permanent capital platform it is today began on August 7, 2024, when affiliates of Resolute Compo Holdings, LLC, including Tungsten 2024 LLC (collectively, "Tungsten"), and all of the Class B stockholders of the Company, entered into stock purchase agreements pursuant to which the selling Class B stockholders exchanged their 51,908,422 Class B units and corresponding Class B shares for Class A shares, (collectively, the "Tungsten Transactions") eliminating the Company's existing dual-share class

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

structure. The Company was not party to the stock purchase agreements related to the Tungsten Transactions. The Tungsten Transactions closed on September 17, 2024 and as a result, Tungsten became the majority owner of the Company by acquiring 49,290,409 shares of Class A Common Stock of the Company for an aggregate purchase price of approximately $372 million, or $7.55 per share, representing an approximately 60% voting interest in the Company at the time of the Tungsten Transactions.

On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC (“Platinum Equity”) pursuant to which GPGI would combine with Husky Technologies Limited for aggregate consideration of approximately $4.976 billion, comprised of cash and shares of GPGI’s Class A Common Stock (“Husky Transaction”) (see Note 19). The Husky Transaction was completed on January 12, 2026, whereby Husky Holdings became a wholly owned subsidiary of GPGI Holdings.

The distribution of shares in connection with the Spin-Off constituted an extraordinary dividend as defined in the agreement governing the Company's then-outstanding warrants (the "Warrant Agreement") related to redeemable warrants to purchase Common Stock (the "Warrants") previously issued in connection with the Roman DBDR Business Combination. As

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

a result, the price for which each Warrant was exercisable to acquire a share of Common Stock was decreased from $11.50 per share of Common Stock to $7.97 per share of Common Stock, and the redemption trigger price was decreased from $18.00 per share of Common Stock to $14.47 per share of Common Stock, effective as of February 28, 2025.

The Company historically operated and controlled the business and affairs of Holdings and thus consolidated Holdings. As of February 28, 2025 and subsequent to the Spin-Off and the execution of the CompoSecure Management Agreement with Resolute Holdings, Resolute Holdings controls and is required to consolidate Holdings. As a result, the Company no longer consolidates Holdings and accounts for the investment in Holdings as an equity method investment. See Note 9 for additional discussion.

The Company’s current entity structure as of the date of this report is as follows:

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts are in thousands, unless otherwise noted. Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise noted.

Use of Estimates

The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience, current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments, measurement of changes in the fair value of earnout consideration liability, estimates of derivative liability associated with the Exchangeable Notes (as defined below), which were marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, changes in the fair value of warrant liabilities, valuation allowances on deferred tax

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

assets which are based on an assessment of recoverability of the deferred tax assets against future taxable income and estimates of the inputs used to calculate the tax receivable agreement liability, reserve for excess and obsolete inventory, estimated useful lives and impairment of property and equipment, and lease term, discount rates and other inputs used to measure right of use assets and lease liabilities.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These

reclassifications had no effect on the reported results of operations. An immaterial adjustment has been made to the

consolidated statement of cash flows for the year ended December 31, 2024 and 2023 to reclassify within cash flows

from operating activities the change in other liabilities to non-cash operating lease expense and lease liabilities.

Variable Interest Entities

The Company evaluates its contractual, ownership, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”) in accordance with ASC 810, Consolidation (“ASC 810”). A VIE is an entity that either lacks sufficient equity to permit it to finance its activities without additional subordinated financial support or for which the equity investors do not have characteristics of a controlling financial interest. These evaluations are complex and involve significant judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to direct activities that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively.

Change to Equity Method Accounting Presentation for Holdings

The Company has a variable interest in Holdings, the Company’s wholly owned operating subsidiary. Holdings is considered a VIE as the Company is the sole holder of Holdings’ equity investment risk but is not able to direct the activities that most significantly impact Holdings’ economic performance. Effective as of February 28, 2025, the date of the Spin-Off of Resolute Holdings, and as a result of Holdings entering into the CompoSecure Management Agreement with Resolute Holdings, the Company determined that Holdings is a VIE for which the Company is not the primary beneficiary. Therefore, the results of operations and cash flows of the Company's wholly owned subsidiary, Holdings, and the operating companies which are its subsidiaries, are not consolidated in the financial statements included in this report and are instead accounted for under the equity method of accounting. Under the equity method of accounting, the financial information of Holdings is not reflected within the Company’s consolidated financial statements. The Company’s share of the earnings of Holdings is reported in a single line item within the Company’s consolidated statements of operations and cash flows as earnings from equity method investment. The carrying value of the Company's investment in Holdings is reported in the Company’s consolidated balance sheets as equity method investment. This equity method investment is increased (decreased) by the Company's share of the earnings (losses) of Holdings and is also decreased by the Company’s share of dividends declared by Holdings from time to time (if any). No gain or loss was recognized upon conversion of Holdings as an equity method investment because Resolute Holdings and the Company were both under common control at the date of the Spin-Off and execution of the CompoSecure Management Agreement.

In these financial statements, we use the phrase “Reflecting the change to equity method accounting” to indicate that the results now exclude the consolidated operating activity of Holdings and instead include only the Company’s proportionate share of Holdings’ net income or loss.

Foreign Currency Translation and Transactions

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

Accumulated Other Comprehensive Income (Loss) within stockholders’ equity. Foreign currency transaction gains and losses arising from transactions denominated in currencies other than the functional currency are recognized in other (income) expense, net in the consolidated statements of operations. Foreign currency translation adjustments and transaction gains and losses were immaterial for 2025 and 2024.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities from the purchase date of three months or less that can be readily converted into known amounts of cash. Cash and cash equivalents are held at recognized U.S. financial institutions. Interest earned is reported in the consolidated statements of operations. The carrying amount of cash and cash equivalents approximates its fair value due to its short-term and liquid nature.

Accounts Receivable

Accounts receivable are recognized net of allowances for credit losses. Allowance for credit losses are established based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. No allowance for expected credit losses was recorded during the years ended December 31, 2025 and 2024, and no allowance was outstanding as of those dates. The accounts receivable was $40,488 and $47,449 as of December 31, 2023 and December 31, 2024. Reflecting the change to equity method accounting, the Company had no Accounts Receivable balance as of December 31, 2025.

Inventories

Inventories are stated at the lower of cost or net realizable value, a basis that approximates the first-in, first out method. Inventories consist of raw material, work in process and finished goods. The Company establishes reserves as necessary for obsolete and excess inventory. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical experience, expected future sales volumes, the projected expiration of inventory and specifically identified obsolete inventory.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which ranges from one to ten years. Leasehold improvements are recorded at cost, less accumulated amortization, which is computed on straight-line basis over the shorter of the useful lives of the assets or the remaining lease term. Expenditures for maintenance and repairs are charged to expense as incurred. The Company evaluates the depreciation periods of property and equipment to determine whether events or circumstances indicate that the asset’s carrying value is not recoverable or warrant revised estimates of useful lives. No impairment charges or revisions in the estimated useful lives of property and equipment were made during the years ended December 31, 2025 and 2024.

Investments

In November 2024, the Company invested $1,500 in a Simple Agreement for Future Equity ("SAFE ") with Signify Holdings, Inc., also known as Rain Cards (“Rain Cards”). Rain Cards is an issuer with the Visa Network and offers solutions for card programs across a number of regions and use cases. In accordance with ASC 321, Investments, the Company has elected to account for this investment at cost. On February 10, 2025, the Company’s Rain Cards SAFE investment was converted to an equity interest under the terms of the agreement. No impairment has been recorded on the Rain Cards SAFE investment during the years ended December 31, 2025 and December 31, 2024. Investment in Rain Cards is included as part of the deposits and other assets line item on the consolidated balance sheet.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

Revenue Recognition

The Company recognizes revenue in accordance with, Revenue From Contracts With Customers (Topic 606) (“ASC 606”) when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. This occurs at the point in time when control of the specific goods or services as specified by each purchase order are transferred to customers. Specific goods refers to the products offered by the Company, including metal cards, high security documents, and pre-laminated materials. Transfer of control passes to customers upon shipment or upon receipt, depending on the agreement with the specific customers.

Significant Judgments in Application of the Guidance

Management exercises judgment when determining the amount of revenue to be recognized each period. Such judgments include, but are not limited to, assessing the customer’s ability and intention to pay substantially all of the contract consideration when due, assessing whether promises are immaterial in the context of the contract, determining whether material promises in a contract represent distinct performance obligations, estimating the transaction price for a contract that contains variable consideration, determining the stand-alone selling price of each performance obligation, and determining the point in time when control is transferred to the customer.

Practical Expedients and Exemptions

As permitted by ASC 606, the Company uses certain practical expedients in connection with the application of ASC 606. The Company accounts for shipping and handling activities as fulfillment activities. The Company accounts for costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset that would be recognized is one year or less. The Company does not adjust the transaction price for significant financing components, as the Company’s contracts typically do not contain provisions for significant advance or deferred payments, nor do they span more than a one year period. The Company applies the optional exemption to not disclose information regarding the allocation of transaction price to remaining performance obligations with an original expected duration of less than one year.

Shipping and Handling Costs

Shipping and handling are recognized in cost of goods sold in the consolidated statements of operations. Total shipping and handling costs were approximately $602, $2,451 and $2,286 for the years ended December 31, 2025, 2024, and 2023, respectively.

Research and Development Costs

Research and development costs are expensed as incurred and were $1,319, $7,441 and $6,780 for the years ended December 31, 2025, 2024, and 2023, respectively.

Advertising

The Company expenses the cost of advertising as incurred. Advertising expense of approximately $586, $4,782, and $5,020 for the years ended December 31, 2025, 2024, and 2023, respectively, are included in selling, general and administrative expenses in the consolidated statements of operations.

Income Taxes

Income taxes are applied to the income attributable to the controlling interest (see Note 14) as the income attributable to the non-controlling interest is pass-through income. Prior to the merger with Roman DBDR Tech Acquisition Corp. ("Roman DBDR") completed in December 2021 (the "Roman Business Combination"), the Company was not subject to income taxes due to its prior equity structure and was, instead, subject to pass‑through income taxes. The Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes, which requires an asset and

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company will continue to evaluate the realizability of our deferred tax assets and liabilities on a quarterly basis, and will adjust such amounts in light of changing facts and circumstances, including but not limited to future projections of taxable income, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits, if any. The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized in future periods.

Prior to the Tungsten Transactions, Holdings was a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, during a portion of fiscal 2024 (and prior years), Holdings made pro rata tax distributions to its members. These distributions were based on the Company’s estimate of taxable income for each year, updated throughout the year. Tax distributions from Holdings were intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings allocated to each member. The Holdings limited liability company agreement required distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company is required to file income tax returns together with the relevant apportionment information subject to various adjustments. As a result of and subsequent to the Tungsten Transactions, GPGI is the sole owner of Holdings.

For the year ended December 31, 2024, Holdings distributed a total of $50,082 of tax distributions to its members, of which $15,219 was paid to GPGI, resulting in a net tax distribution to all other members of $34,863. For the year ended December 31, 2023, Holdings distributed a total of $49,955 of tax distributions to its members, of which $11,593 was paid to GPGI, resulting in a net tax distribution to all other members of $38,362. There was $0 of tax distributions made in 2025 due to GPGI being the sole owner of Holdings subsequent to the Tungsten Transactions.

Stock-Based Compensation

The Company has equity-based compensation plans which are described in more detail in Note 10. Compensation cost relating to equity-based awards as provided by the arrangements are recognized in the consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company determines the fair value of each award on the date of grant using the methodology commonly accepted for the respective award. See Note 10 for a discussion of the valuation of equity-based compensation.

For each year presented, the Company estimated the grant‑date fair value of share‑based compensation awards using valuation methodologies appropriate to the terms of the awards. The fair value of stock options was estimated using the Black‑Scholes option‑pricing model, which requires assumptions for expected volatility, expected term, expected dividend yield, and the risk‑free interest rate. The risk‑free interest rate was based on the U.S. Treasury yield curve in effect on the respective grant dates, with maturities corresponding to the expected terms of the awards. For periods in which multiple option grants were issued, risk‑free interest rates varied by grant date; however, the Company discloses weighted‑average valuation assumptions for each year, and therefore a specific range of risk‑free interest rates is not separately disclosed.

Earnout Consideration

Certain of the equity holders of Holdings (including certain employees) had the right to receive an aggregate of up to 7,500,000 additional shares of the Company's Class A Common Stock in earnout consideration based on the achievement of certain stock price thresholds (collectively, the “Earnouts”). The Earnouts were subject to two price thresholds, with one‑half of the shares issuable upon achievement of each threshold. If the applicable thresholds were not met, the Earnouts would expire in two corresponding phases.

The first Earnout threshold was achieved on December 13, 2024, and approximately 3,800,000 shares of Common Stock were issued. The second Earnout threshold was achieved on September 8, 2025, when shares of the Company's Class A Common Stock traded at a price that was equal to or greater than $17.10 per share (reduced from $20.00 per share as a result

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

of the Spin-Off) on each of 20 trading days within any 30 consecutive trading day period. Upon achievement of this second threshold, approximately 4,400,000 (as adjusted for the Spin-Off) shares of Common Stock were issued

The valuation of the Earnouts was determined using a Monte Carlo simulation model that utilizes significant assumptions, including volatility, that determine the probability of satisfying the market condition stipulated in the award to calculate the fair value of the award. The Company classified the Earnouts as liabilities at their fair value on the consolidated balance sheet and adjusts the fair value at each reporting period. This liability was subject to re-measurement at each balance sheet date until expiration, and any change in fair value was recognized in revaluation of Earnout consideration liability in the Company's consolidated statements of operations.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASU 2017-12, Derivatives and Hedging (Topic 815) (“ASC 815”). As the Warrants did not meet the criteria for equity treatment in accordance with ASC 815, the Warrants were recorded as liabilities on the consolidated balance sheets. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in revaluation of warrant liability in the Company's consolidated statements of operations. The Warrants were valued using the quoted market price as of each balance sheet date. See Note 12 for more details.

Tax Receivable Agreement Liability

As a result of the Roman Business Combination completed in December 2021, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement” or "TRA") with Holdings and holders of interests in Holdings as of the date of the Roman Business Combination (the "TRA Holders"). Pursuant to the Tax Receivable Agreement, the Company is required to pay to the TRA Holders 90% of the amount of savings, if any, in U.S. federal, state and local income tax that the Company actually realizes as a result of the utilization of certain tax attributes. The tax receivable agreement will continue until all such tax benefits have been utilized or expired unless the Company exercises its right to terminate the agreement for an amount representing the present value of anticipated future tax benefits under the tax receivable agreement. The Company will retain the benefit of the remaining 10% of these cash tax savings. The Company recorded $271.4 million and $253.7 million in tax receivable agreement liability as of December 31, 2025 and 2024, respectively, which is reported in the Company's consolidated balance sheets. The Company paid $5.3 million and $1.3 million during the years ended December 31, 2025 and December 31, 2024, respectively to the TRA Holders pursuant to the savings in U.S. federal, state and local income taxes that the Company realized as a result of the utilization of certain tax attributes for the fiscal years 2024 and 2023, respectively.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses primarily include expenses related to salaries and commissions, transaction costs, and professional fees. Included in SG&A during the years ended December 31, 2025, 2024, and 2023 were salaries and commissions of $5,191, $31,478, and $30,108, and professional fees of $17,822, $24,916, and $13,664, respectively.

Stock Repurchases

The Company’s stock repurchase program authorizes the Company to repurchase shares in open market and/or private transactions from time to time based on numerous factors, including, but not limited to, share price and other market conditions, the Company’s ongoing capital allocation planning, cash and debt levels, and other demands for cash. The Company records the shares repurchased as treasury stock based on the amount paid to repurchase such shares. Direct costs incurred to acquire treasury stock are classified as financing activities in the statement of cash flows. The ultimate use of the repurchased shares has not been determined and, therefore, they are presented separately as a reduction to stockholders' equity.

See Note 9 – Equity Structure for further information on the repurchase of shares.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

Net (Loss) Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net (loss) income per common share is computed by dividing net (loss) income attributable to controlling interest by the weighted average number of common shares outstanding for the period. The weighted-average number of common shares outstanding during the period includes Class A Common Stock but was exclusive of Class B Common Stock (while outstanding) as these shares have no economic or participating rights.

Diluted net (loss) income per share is computed by dividing the net (loss) income allocated to potential dilutive instruments attributable to controlling interest by the basic weighted-average number of common shares outstanding during the period, adjusted for the potentially dilutive shares of common stock equivalents resulting from the assumed exercise of the Warrants, payment of the Earnouts, exercise and vesting of the equity awards, exchange of the Class B units of Holdings and Exchangeable Notes (as defined below) only if the effect is not anti-dilutive.

Market and Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, monitoring changes in a customer’s credit rating, employing credit mitigation measures such as analyzing customers’ financial statements, and accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts.

The Company maintains cash and cash equivalents with approved federally insured financial institutions. Such deposit accounts at times may exceed federally insured limits. The Company is exposed to credit risks and liquidity in the event of default by the financial institutions or issuers of investments in excess of FDIC insured limits. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any institution if required. The Company has not experienced any losses on such accounts.

Fair Value Measurements

The Company determines fair value in accordance with ASC 820 Fair Value Measurement (“ASC 820”) which established a hierarchy for the inputs used to measure the fair value of financial assets and liabilities based on the source of the input, which generally range from quoted prices for identical instruments in a principal trading market i.e. Level 1 to estimates determined using significant unobservable inputs i.e. Level 3. The fair value hierarchy prioritizes the inputs, which refer to assumptions that market participants would use in pricing an asset or liability, based upon the highest and best use, into three levels as follows:

The standard describes three levels of inputs that may be used to measure fair value:

•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

•Level 2: Observable inputs other than unadjusted quoted prices in active markets for identical assets or liabilities such as:

◦Quoted prices for similar assets or liabilities in active markets

◦Quoted prices for identical or similar assets or liabilities in inactive markets

◦Inputs other than quoted prices that are observable for the asset or liability

◦Inputs that are derived principally from or corroborated by observable market data by correlation or other mean

•Level 3: Unobservable inputs in which there is little or no market data available, which are significant to the fair value measurement and require the Company to develop its own assumptions.

The Company’s financial assets and liabilities measured at fair value consisted of cash and cash equivalents, accounts receivable, accounts payable, debt, warrants, earnout consideration and interest rate swap. Cash and cash equivalents consisted of bank deposits and short-term investments, such as money market funds, the fair value of which is

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

based on quoted market prices, a Level 1 fair value measure. As of December 31, 2025 and 2024, the carrying values of cash, cash equivalents, accounts receivable and accounts payable approximate fair value because of the short-term maturity of these instruments. The Exchangeable Notes (as defined below) were all converted during the year ended December 31, 2024. The Company accounts for financial assets and liabilities that are re-measured and reported at fair value at each reporting period in accordance with ASC 820. See Note 12.

Software Development Costs

The Company applies the principles of FASB ASC 350-40, Accounting for the Cost of Computer Software Developed or Obtained for Internal Use ("ASC 350-40"). ASC 350-40 requires that software development costs incurred before the preliminary project stage be expensed as incurred. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the functions intended. The Company capitalized $387 and $1,035 of software development costs during the year ended December 31, 2025 and 2024, respectively. Capitalized software costs are presented as part of deposits and other assets on the consolidated balance sheets. Capitalized software is amortized between two and three years.

Recent Accounting Pronouncements

In December 2025, the FASB issued Accounting Standards Update No. 2025‑11, Interim Reporting (Topic 270): Narrow‑Scope Improvements (“ASU 2025‑11”), which clarifies and updates interim reporting requirements under ASC 270. The amendments aim to improve consistency and decision‑usefulness by refining the objective of interim reporting and clarifying required updates for significant events and changes occurring during interim periods. For public business entities ("PBEs"), ASU 2025‑11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2025-11 on its consolidated financial statements.

On September 29, 2025, the FASB released Accounting Standards Update No. 2025-07, Scope Refinements for Derivatives and Share-Based Noncash Consideration (“ASU 2025-07”), which amends ASC 815 and ASC 606. ASU 2025-07 revises the guidance in ASC 815 and ASC 606 to clarify that the update was issued to reduce complexity and diversity in practice by: (1) refining the application of derivative accounting for contracts with entity-specific reference terms; and (2) clarifying the accounting for share-based noncash consideration in revenue arrangements. For all entities, ASU 2025-07 will become effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of ASU 2025-07 will have on the Company's consolidated financial statements.

On September 18, 2025, the FASB released Accounting Standards Update No. 2025-06, Accounting for Internal-Use Software Costs (“ASU 2025-06”), which amends ASC 350-40 to modernize guidance for internal-use software. ASU 2025-06 introduces a principles-based approach to capitalization, replacing outdated stage-based guidance that did not align with modern development practices such as agile and iterative methods. The amendments apply to all entities that develop or acquire internal-use software, including website development costs. The FASB issued this update to reduce complexity, improve consistency, and better reflect real-world software development processes. For all entities, ASU 2025-06 will become effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of ASU 2025-06 will have on the Company's consolidated financial statements.

On May 12, 2025, the FASB released Accounting Standards Update No. 2025-03, Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which is based on an EITF Issue. ASU 2025-03 revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in “a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired,” an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primary beneficiary. For all entities, ASU 2025-03 will become effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is still assessing the impact that the adoption of this ASU will have on the Company's consolidated financial statements.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

On November 4, 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,(“ASU 2024-03”),

which requires disaggregated disclosure of income statement expenses for PBEs. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all PBEs for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is still assessing the impact that the adoption of ASU 2024-03 will have on the Company's consolidated financial statements.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which applies to all entities subject to income taxes. For PBEs, the new requirements became effective for annual periods beginning after December 15, 2024. For entities other than public business entities ("non-PBEs"), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The amendments in this update require that PBEs on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate. The new guidance focuses on two specific disclosure areas: rate reconciliation and income taxes paid. The rate reconciliation disclosure requirements differ for PBEs as compared to non-PBEs. The income taxes paid disclosures are the same for all entities. The Company adopted ASU 2023-09 on January 1, 2025. The adoption of ASU 2023-09 did not have a material impact on the Company's consolidated financial statements.

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) ("ASU 2023-07"),which applies to all PBEs that are required to report segment information in accordance with Topic 280, Segment Reporting. The guidance will be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The guidance improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all PBEs to enable investors to develop more decision-useful financial analysis. The Company adopted ASU 2023-07 during the year ended December 31, 2024 and has reflected updates to its segment reporting in the Company's consolidated financial statements.

3. REVENUE RECOGNITION

The Company recognizes revenue in accordance with accounting standard ASC 606 when the performance obligations under the terms of the Company’s contracts with its customers have been satisfied. The majority of the Company’s revenue is earned from contracts with its top customers. The following percentages present the Company’s revenue concentration by customer. Aggregate revenue from the two top customers comprised approximately 44.0% , 61.8% and 70.5% of total revenue for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company’s B2B (business‑to‑business) revenue primarily arises from the manufacture and delivery of metal payment cards under customer‑specific purchase orders or statements of work. ASC 606 requires entities to record a contract asset when a performance obligation has been satisfied or partially satisfied, but the amount of consideration has not yet been received because the receipt of the consideration is conditioned on something other than the passage of time. ASC 606 also requires an entity to present a revenue contract as a contract liability in instances when a customer pays consideration, or an entity has a right to an amount of consideration that is unconditional (e.g. receivable), before the entity transfers a good or service to the customer. The Company did not have any contract assets or liabilities as of December 31, 2025 and 2024. As a result, there were no significant changes in contract asset or contract liability balances during the periods presented.

The Company invoices its customers at the time at which control is transferred, with payment terms ranging between 15 and 60 days depending on each individual contract. As the payment is due within 90 days of the invoice, a significant financing component is not included within the contracts.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

separate performance obligation, which is satisfied upon the transfer of goods to the customer. The contract term as defined by ASC 606 is the length of time it takes to deliver the goods or services promised under the purchase order or statement of work. As such, the Company's contracts are generally short term in nature.

Revenue is measured in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue is recognized net of variable consideration such as discounts, rebates, and returns which is measured based on the expected value or most likely amount of variable consideration, as applicable.

Additionally, the Company has a rebate program with certain customers allowing for a rebate based on achieving a certain level of shipped sales. This rebate is estimated and updated throughout the year and recorded against revenues and the related accounts receivable.

On occasion, the Company receives requests from customers to hold purchased products. The Company evaluates these requests as bill and hold arrangements. The Company recognizes revenue from such bill and hold arrangements in accordance with the guidance provided in ASC 606, which indicates that for a customer to have obtained control of a product in a bill and hold arrangement, all of the following criteria must be met: (a) the reason for the bill and hold is substantive, (b) the product has separately been identified as belonging to the customer, (c) the product is currently ready for physical transfer to the customer, and (d) the Company does not have the ability to use the product or direct it to another customer. During the years ended December 31, 2025 , 2024 and 2023, the Company recognized $0 , $8,085 and $0 of revenue under bill and hold arrangements, respectively.

In addition to B2B card‑manufacturing revenue, the Company generates revenue from the sale of Arculus key cards directly to consumers (B2C) through third‑party e‑commerce platforms. Each B2C transaction contains a single performance obligation, which is satisfied at the point in time when control of the product transfers upon shipment. Customers pay in full at checkout, and the related platforms remit cash to the Company shortly thereafter; therefore, no contract assets or contract liabilities are generated. The transaction price equals the stated checkout price, net of any discounts applied at the point of sale. Platform commissions and payment‑processing fees are recorded as operating expenses. The Company is the principal in these arrangements and records revenue on a gross basis. Returns have historically been immaterial.

4. INVENTORIES

Reflecting the change to equity method accounting, the major classes of inventories were as follows:

	December 31,
	2025		2024
Raw materials	$	—	$	46,109
Work in process	—		1,024
Finished goods	—		505
Inventory reserve	—		(2,805)
Inventories, net	$	—	$	44,833

5. PROPERTY AND EQUIPMENT

Reflecting the change to equity method accounting, property and equipment consist of the following:

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)
		December 31,
---	---	---	---	---	---
	Useful Life	2025		2024
Machinery and equipment	5 - 10 years	$	—	$	38,012
Furniture and fixtures	3 - 5 years	—		33
Computer equipment	3 - 5 years	—		46
Leasehold improvements	Shorter of lease term<br><br>or estimated useful<br><br>life	—		11,711
Vehicles	5 years	—		88
Software	2- 3 years	—		1,718
Construction in progress		—		2,664
Total		—		54,272
Less: Accumulated depreciation and amortization		—		(30,824)
Property and equipment, net		$	—	$	23,448

Depreciation and amortization expense was $1,512, $9,174 and $8,387 for the years ended December 31, 2025, 2024 and 2023, respectively.

6. EQUITY METHOD INVESTMENT

The Company’s ownership percentage in the equity method investment in Holdings was 100% and had a carrying value of $125,455 as of December 31, 2025. Prior to the execution of the CompoSecure Management Agreement and the Company's deconsolidation of Holdings on February 28, 2025, Holdings had net liabilities of $50,078, primarily arising from advances made by Holdings to the Company. Holdings waived the collection of these advances, effectively treating them as distributions to the Company as its sole member prior to the date of deconsolidation, which resulted in an initial carrying value of $0 with respect to the Company's equity method investment in Holdings. See discussion of liquidity in Note 17 for the treatment of distributions from Holdings to the Company.

The following table provides a reconciliation of the equity method investment in Holdings:

Recognition of equity method investment in Holdings subsequent to Spin-Off	$	—
Equity in net income	128,805
Stock- based compensation granted at Holdings	18,309
Distribution to GPGI, Inc.	(21,659)
Equity method investment in Holdings - December 31, 2025	$	125,455

The financial position of Holdings is summarized in the following table:

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)			December 31, 2025
---	---	---
Current assets	$	289,594
Noncurrent assets	34,705
Total assets	324,299
Current liabilities	75,847
Noncurrent liabilities	177,143
Total liabilities	252,990
Total members' equity	71,309
Total liabilities and members' equity	$	324,299

The results of operations of Holdings subsequent to the Spin-Off and deconsolidation are summarized in the following table:

	Period from February 28, 2025 through December 31, 2025
Net sales	$	402,231
Cost of sales	170,767
Gross profit	231,464
Operating expenses:
Selling, general and administrative expenses	95,612
Income from operations	135,852
Other income (expense):
Interest expense	(10,722)
Interest income	4,231
Amortization of deferred financing costs	(556)
Total other income (expense), net	(7,047)
Income before income taxes	128,805
Income tax expense	—
Net income	$	128,805

7. DEBT

Credit Facility

On August 7, 2024, Holdings, together with its operating subsidiaries, entered into a Fourth Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent ("JPMC") (the “Holdings Credit Facility”). The Holdings Credit Facility had an initial maximum borrowing capacity of $330,000 comprised of a term loan of $200,000 (the “Holdings Term Loan”) and a revolving credit facility of $130,000 (the “Holdings Revolver”). The Holdings Credit Facility had a maturity date of August 7, 2029.

On December 30, 2024, Holdings, together with its operating subsidiaries, executed Amendment No. 1 to the Holdings Credit Facility (the "December 2024 Amendment") to allow the Company to facilitate the Spin-Off. There were no changes to the lenders as a result of the December 2024 Amendment which was accounted for as a debt modification. In

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

connection with the December 2024 Amendment, Holdings incurred $215 in lenders fees which were capitalized and are being amortized to interest expense through the maturity of the Holdings Credit Facility.

The Holdings Credit Facility required Holdings to make quarterly principal payments until maturity, at which point a balloon principal payment would have been due for the outstanding principal. The Holdings Credit Facility also required Holdings to make monthly interest payments as well as pay a quarterly unused commitment fee of 0.35% for any unused portion of the Holdings Revolver. The Holdings Credit Facility provided for Holdings to prepay the Holdings Term Loan without penalty or premium. The Holdings Credit Facility was secured by substantially all of the assets of Holdings. The Company had pledged its ownership interests in Holdings (representing 100% ownership) as collateral pursuant to a pledge and security agreement with the lenders under the Holdings Credit Facility.

Interest on the Holdings Revolver and the Holdings Term Loan were based on outstanding principal amount during the interest period multiplied by the quoted Secured Overnight Financing Rate ("SOFR") plus an applicable margin of 1.75% to 2.75% based on the Company's leverage ratio. At December 31, 2025 and 2024, the effective interest rate on the Holdings Revolver and Holdings Term Loan was 5.97% and 6.81% per year, respectively.

The Company recognized $1,761, $16,510, and $19,513 of interest expense including amortization of deferred financing costs related to the Holdings Credit Facility during the years ended December 31, 2025, 2024 and 2023, respectively.

The Holdings Credit Facility contained certain financial covenants including a minimum interest coverage ratio, a maximum total debt to EBITDA ratio and a minimum fixed charge coverage ratio relating to financial performance at Holdings. As of December 31, 2025 and 2024, Holdings was in compliance with all then-applicable financial covenants. The fair value of the Holdings Credit Facility approximates its carrying value of $184,791 and $195,639 as of December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, there were no balances outstanding on the Holdings Revolver. As of December 31, 2025, there was $130,000 of availability for borrowing at Holdings under the Holdings Revolver.

Holdings repaid in full all outstanding obligations under the Holdings Credit Facility and terminated all related commitments, and Holdings entered into a new credit agreement in January 2026. See Note 19, Subsequent Events.

Reflecting the change to equity method accounting, the balances payable for the Company under all borrowing facilities are as follows:

	December 31,
	2025		2024
Term loan balance	$	—	$	197,500
Less: current portion of term loan (scheduled payments)	—		(11,250)
Less: net deferred financing and discount costs	—		(1,861)
Total long-term debt	$	—	$	184,389

In order to hedge Holdings’ exposure to variable interest rate fluctuations related to the borrowings under the Holdings Credit Facility, Holdings entered into an interest rate swap agreement with Bank of America on January 11, 2022, with an effective date of December 5, 2023 for a notional amount of $125,000 (the “Interest Rate Swap”). The Interest Rate Swap is settled at the end of the month between the parties and is designated as a cash flow hedge for accounting purposes.

The derivative assets related to the Interest Rate Swap are no longer reflected in the Company's balance sheet subsequent to the deconsolidation of Holdings. The Company determined the fair value of the Interest Rate Swap to be zero at the inception of the agreements and $2,749 as of December 31, 2024. Holdings reflects the realized gains and losses of the actual monthly settlement activity of the Interest Rate Swap through interest income or expense in its consolidated statements

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

of operations. The Company had historically reflected the unrealized changes in fair value of the Interest Rate Swap at each reporting period in other comprehensive income and a derivative asset or liability is recognized at each reporting period in the Company’s consolidated balance sheets for the Interest Rate Swap. Interest related to the Interest Rate Swap converted from LIBOR to SOFR in February 2023.

The Interest Rate Swap matured as scheduled in December 2025. Upon the swap’s maturity, the derivative asset was derecognized. There was $0 remaining in Holdings' accumulated other comprehensive income related to this hedge as of December 31, 2025.

Exchangeable Senior Notes

On April 19, 2021, the Company and Holdings entered into subscription agreements (the “Note Subscription Agreements”) with certain investors (“Notes Investors”) pursuant to which such Notes Investors, severally and not jointly, purchased on December 27, 2021, the exchangeable notes issued by Holdings and guaranteed by its operating subsidiaries, CompoSecure, L.L.C. and Arculus Holdings, L.L.C., in an aggregate principal amount of up to $130,000 that were exchangeable into shares of Class A Common Stock at an initial conversion price of $11.50 per share, subject to the terms and conditions of an indenture (the “Exchangeable Notes Indenture”) entered into by the Company, Holdings, and the trustee thereunder (the “Exchangeable Notes”).

All Exchangeable Notes were exchanged prior to November 29, 2024. An aggregate of $130,000 of the Exchangeable Notes were surrendered and exchanged for an aggregate of 13,587,565 newly-issued shares of Class A Common Stock. As a result of these exchanges, all Exchangeable Notes were extinguished.

The Company assessed all terms and features of the Exchangeable Notes in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the Exchangeable Notes, including the conversion, put and call features. In consideration of these provisions, the Company determined that the optional redemption with a make-whole provision feature required bifurcation as a derivative liability. The fair value of the optional redemption with a make-whole provision feature was determined based on the difference between the fair value of the Exchangeable Notes with the redemption with a make-whole provision feature and the fair value of the Exchangeable Notes without the redemption with a make-whole provision feature. The Company employed a Lattice model to determine the fair value of the derivative liability upon issuance of the Exchangeable Notes and at the end of each reporting period when the derivative liability was remeasured to its fair value. The derivative liability was written off when the Exchangeable Notes were surrendered and exchanged in 2024.

During the years ended December 31, 2024 and 2023 the Company recognized $4,568 and $9,585, respectively, of interest expense related to the Exchangeable Notes at the effective interest rate of 7.4%. No interest expense was recognized during the year ended December 31, 2025 as all of the Exchangeable Notes were extinguished as of December 31, 2024.

8. LEASES

Holdings applies judgment in determining the lease term, including evaluating whether renewal or termination options are reasonably certain to be exercised. The Company also uses judgment in determining the appropriate lease discount rate, using the rate implicit in the lease when available or an incremental borrowing rate that reflects the Company’s credit profile and lease term when the implicit rate cannot be readily determined.

Holdings leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842 - Leases. Holdings recognizes lease expense for these leases on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal options ranging from one to five years. The exercise of lease renewal options is at the Holdings' sole discretion.

Holdings’ leases have remaining lease terms of one to ten years. The Company does not include any renewal options in lease terms when calculating lease liabilities as the Company is not reasonably certain that it will exercise these options. Three of Holdings’ leases provide an early termination option, however, the option was not included in the lease terms when

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

calculating the lease liability since Holdings determined that it is reasonably certain it will not terminate the leases prior to the termination date.

The weighted-average remaining lease term for Holdings' leases is 5.3 years as of December 31, 2025. The weighted-average discount rate used in the measurement of the lease liabilities was 6.19% as of December 31, 2025.

Holdings has lease agreements that contain both lease and non-lease components. Holdings accounts for lease components together with non-lease components (e.g., common-area maintenance). Variable lease costs are based on day to day common-area maintenance costs related to the lease agreements and are recognized as incurred.

The components of lease costs were as follows:

	Year Ended December 31,
	2025		2024		2023
Operating lease costs	405		2,336		2,185
Variable lease costs	191		929		897
Total lease cost	$	596	$	3,265	$	3,082

Future minimum commitments under all non-cancelable operating leases as of December 31, 2025 are as follows:

Year Ended December 31,
2026	$	2,690
2027	2,084
2028	2,048
2029	1,592
2030	1,215
Thereafter	1,727
Total lease payments	11,356
Less: Imputed interest	(1,844)
Present value of lease liabilities	$	9,512

Supplemental cash flow information and non-cash activity related to our operating leases are as follows:

	Year Ended December 31,
	2025		2024		2023
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	416	$	2,446	$	2,303
Non-cash activity:
Right-of-use assets obtained in exchange for lease obligations	$	4,224	$	—	$	491

The right‑of‑use assets recognized in 2025 relates to a lease extended by Holdings prior to the deconsolidation. As a result of the deconsolidation, the Company did not retain the associated right‑of‑use asset or lease liability, and therefore no right‑of‑use assets and operating lease liabilities were reflected on the Company’s balance sheet as of December 31, 2025.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

9. EQUITY STRUCTURE

Shares Authorized

In May 2025, the Company filed a Third Amended and Restated Certificate of Incorporation in the State of Delaware to (ii) increase the authorized number of shares of the Company’s Class A Common Stock from 250,000,000 shares to 1,000,000,000 shares, and (ii) eliminate obsolete provisions, including those related to the Company’s now-eliminated dual-class structure.

As of December 31, 2025, the Company had authorized a total of 1,000,000,000 shares for issuance designated as Class A Common Stock, 0 designated as Class B Common Stock and 10,000,000 shares designated as preferred stock. As of December 31, 2025, there were 126,985,076 shares of Class A Common Stock issued and outstanding, 0 shares of Class B Common Stock issued and outstanding and 0 shares of Preferred Stock issued and outstanding.

Issuance of Common Stock

During the year ended December 31, 2025, the Company issued 1,731,791 new shares of Class A Common Stock pursuant primarily to the vesting of certain restricted stock units ("RSUs"), performance stock units ("PSUs") and exercises of stock options, as well as employee stock purchase plan ("ESPP") transactions. The Class A Common Stock issued pursuant to the vesting of RSUs were issued net of shares withheld for applicable taxes.

On September 8, 2025, the second of two stock price thresholds associated with the Earnout was achieved and 4,245,597 shares of Class A Common Stock were issued, which is net of 141,195 shares withheld to pay taxes. See Note 12 for additional discussion of the Earnout.

During May 2024, certain holders of the shares of Class B Common Stock exchanged an aggregate of 8,050,000 Class B units in Holdings (together with the corresponding number of shares of the Company's Class B Common Stock) in exchange for 8,050,000 shares of Class A Common Stock (the "Exchange"). Upon the Exchange, the exchanged shares of Class B Common Stock and the corresponding number of shares of Class B units were canceled. Immediately following the Exchange, pursuant to an Underwriting Agreement, dated as of May 8, 2024, by and among the Company, Holdings, the Representatives, the Underwriters and the Selling Stockholders named therein (the “Underwriting Agreement”), the Selling Stockholders sold 8,050,000 shares of the Company’s Class A Common Stock to the Underwriters (the "Secondary Offering"). The Company did not receive any proceeds from the sale of the shares of Class A Common Stock by the selling stockholders. As a result of the Exchange, the number of outstanding shares of the Company’s Class B Common Stock decreased by 8,050,000 and the number of outstanding shares of the Company’s Class A Common Stock increased by 8,050,000. Transaction costs of $586 was recognized during the year ended December 31, 2024.

On August 7, 2024, all of the Class B stockholders of the Company and affiliates of Tungsten entered into stock purchase agreements, pursuant to which the selling shareholders exchanged their 51,908,422 Class B units and corresponding Class B shares for Class A shares, eliminating the Company's dual-share class structure. The Company was not party to the stock purchase agreements related to the Tungsten Transactions. The Tungsten Transactions closed on September 17, 2024 and as a result, Tungsten became the majority owner of the Company by acquiring 49,290,409 shares of Class A Common Stock of the Company for an aggregate purchase price of approximately $372 million, or $7.55 per share, representing an approximately 60% voting interest in the Company at the time of the Tungsten Transactions. Subsequent to the Tungsten Transactions, the Company no longer has shares of Class B Common Stock outstanding nor the associated non-controlling interest. The Company's tax receivable agreement liability and future payments thereunder increased as the Company realized an increase in the tax basis of the assets of Holdings resulting from the exchange of the equity in Holdings by unitholders in connection with the Tungsten Transactions.

Warrants

The Company had the ability to redeem the Warrants at any time prior to their expiration, at $0.01 per warrant, provided that the last reported sales price (or the closing bid price of our Class A Common Stock in the event the shares of our Class A Common Stock are not traded on any specific trading day) of the Class A Common Stock equals or exceeds

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

$14.47 per share (as adjusted for the Spin-Off effective February 28, 2025) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the notice date. This condition was met, and on November 3, 2025, the Company issued a Notice of Redemption calling for the redemption of all outstanding public Warrants, establishing a redemption date of December 3, 2025 (the "Redemption Date"). In connection with the redemption, the Company required holders who wished to exercise their Warrants to do so on a cashless basis. Any Warrants not exercised by 5:00 p.m. New York City time on the Redemption Date, were canceled, and holders of such unexercised Warrants became entitled only to receive the $0.01 per Warrant redemption price upon surrender of their Warrants.

During the year ending December 31, 2025, 21,192,626 Warrants were exercised and $156,195 in proceeds was collected from the exercises.

Following the redemption date, all rights associated with the Warrants, including the right to acquire shares of Class A Common Stock underlying such Warrants, ceased. As a result, there were zero Warrants outstanding as of December 31, 2025. As of December 31, 2024, the Company had 22,415,179 Warrants outstanding.

Special Dividend and Distribution

On May 6, 2024, the Company announced a special cash dividend of $0.30 per share to Class A stockholders. A corresponding distribution of $0.30 per share was also announced for holders of Class B units of Holdings. Both the dividend and the distribution were paid on June 11, 2024. Dividends of $8,922 were disbursed to holders of Class A Common Stock and distributions of $15,573 were disbursed to holders of Class B units of Holdings.

On February 3, 2026, the Company announced that its board of directors declared a quarterly cash dividend of $0.0025 per share on the Class A Common Stock. The dividend represents an annual distribution of approximately $2,900.

Non-Controlling Interest

Non-controlling interests represent direct interests held in Holdings other than by the Company after the Roman Business Combination. The non-controlling interests in the Company were represented by Class B units of Holdings, or such other equity securities in Holdings as the Board may establish in accordance with the terms hereof. Since the potential cash redemptions of the non-controlling interests are outside the control of the Company, such non-controlling interests are classified as temporary equity on the consolidated balance sheet in accordance with ASC 480, Distinguishing liabilities from equity ("ASC 480"). Income tax benefit or provision is applied to the income attributable to the controlling interest as the income attributable to the non-controlling interest is pass-through income.

As of December 31, 2025 and December 31, 2024, the Company did not have any non-controlling interest as a result of the exchange of all shares of Class B Common Stock for shares of Class A Common Stock, in connection with the Tungsten Transactions. The non-controlling interest was adjusted to redemption value as of December 31, 2023 in accordance with ASC 480-10. This measurement adjustment results in a corresponding adjustment to shareholders’ deficit through adjustments to additional paid-in capital and retained earnings. The redemption value of the Class B units of Holdings was $596,587 as of December 31, 2023. The redemption value is calculated by multiplying the 59,958,422 Class B units of Holdings by the $9.95 trading price of the Class A Common Stock on December 27, 2021.

Treasury Stock

On February 10, 2025, the Company announced that the board of directors approved an increase to the

existing share repurchase program to $100,000 from $40,000. During the period ended December 31, 2025, the Company repurchased 647,782 shares of Class A Common Stock through open market transactions as treasury stock at an aggregate cost of $12,247. The repurchased shares are held as treasury stock and accordingly are being shown as a reduction to shareholders' equity.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

10. STOCK-BASED COMPENSATION

The following table summarizes stock-based compensation expense included in selling, general and administrative expenses within the consolidated statements of operations:

	Year Ended December 31,
	2025		2024		2023
Restricted stock unit expense	$	2,922	$	17,652	$	14,753
Performance stock unit expense	496		2,588		2,369
Stock option expense	1,050		$	856	305
Employee stock purchase plan	—		139		135
Total stock-based compensation expense	$	4,468	$	21,235	$	17,562

Equity Incentive Plan

In connection with the Roman Business Combination, the Company established the 2021 Incentive Equity Plan (as amended, the “Equity Plan”), which was initially effective as of December 27, 2021. The purpose of the Equity Plan is to provide eligible employees of the Company and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Board, with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards. Commencing with the first business day of each calendar year beginning in 2022, the aggregate number of shares of Class A Common Stock that may be issued or transferred under the Equity Plan shall be increased by an amount equal to 6% of the aggregate number of shares of Class A Common Stock outstanding as of the last day of the immediately preceding calendar year, or such lesser number of shares as may be determined by the Board.

As of January 1, 2025, the evergreen provision increased the authorized shares under the Equity Plan by 4,018,514 shares. Additional adjustments included (i) 3,781,745 shares added as a result of the Spin‑Off Adjustment (defined below) and (ii) 4,000,000 shares added pursuant to Amendment No. 2 to the Equity Plan, which was approved by the Company's stockholders on May 28, 2025. Through December 31, 2025, a total of 8,706,210 shares had been issued under the Equity Plan, resulting in 21,370,143 shares remaining available for future grants as of December 31, 2025.

During the year ended December 31, 2025 the Company granted RSU's to Holdings and Resolute Holdings employees that generally vest in three tranches at the third, fifth and seventh anniversary of the grant. RSUs granted to the board of directors generally vest over a period of one year. Grants made during the years ended December 31, 2024 and 2023 generally vest over a period of two years or four years of continuous service. The RSUs will generally be forfeited upon termination of an employee prior to vesting. The fair value of each RSU is based on the market value of the Company's stock on the date of grant. During the years ended December 31, 2024 and 2023, the Company awarded officers with 872,685 and 658,156 PSUs, respectively, which vest upon three years of continuous employment and the achievement of certain performance targets. There were no PSUs issued in 2025. PSUs with performance conditions are valued based on the market value of the Company's stock on the date of grant and expensed based on the probability of achieving performance targets. PSUs with market conditions are valued using a Monte Carlo simulation model that utilizes significant assumptions, including volatility and the probability of satisfying the market condition and are expensed ratably over the service period.

During the year ended December 31, 2025 and 2024, the Company granted options which generally vest over four years. No options were granted during 2023. The fair value of each option award was estimated at the date of grant using the Black-Scholes option valuation model. The expected term assumption reflected the period for which the Company believed the option will remain outstanding. This assumption was based upon the historical and expected behavior of the Company employees. To determine volatility, the Company had used the historical closing values of comparable publicly held entities. The risk-free rate reflected the U.S. Treasury yield curve for a similar expected life instrument in effect at the time of the grant.

Employees of Holdings and Resolute Holdings were granted equity awards pursuant to the Equity Plan. Prior to the Spin-Off and execution of the CompoSecure Management Agreement, the expense related to these awards was recognized as

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

expense by the Company. Subsequent to the Spin-Off and execution of the CompoSecure Management Agreement, the expense related to the awards is presented as an expense at either Holdings or Resolute Holdings due to common control. The increase in the Company's additional paid-in capital arising from equity awards expensed at Holdings amounted to $18,309 during the year ended December 31, 2025. There was no additional paid-in capital arising from equity awards expensed at Holdings during the year ended December 31, 2024.

Equity awards granted to Resolute Holdings employees that were made prior to the Spin-Off were reflected as a dividend of $20,020 at the time of the Spin-Off. Subsequent to the Spin-Off, 557,883 RSUs were granted to employees of Resolute Holdings. As the awards were granted from the Company's plan, the related share information is reflected in this footnote. The awards were treated as a dividend of $8,116 based on grant day fair value.

As a result of the Spin-Off, outstanding PSUs, RSUs and stock options were adjusted pursuant to the terms of the Equity Plan. These equity awards were adjusted to maintain equal value for award holders immediately prior to and subsequent to the Spin-Off ("Spin-Off Adjustments"). As the awards were considered to be an equitable adjustment, no incremental compensation cost was recognized. The incremental shares related to the Spin-Off Adjustments are reflected in the below tables.

A summary of RSU, PSU and stock option activity under the Equity Plan during the year ended December 31, 2025 is presented below:

Restricted Stock Unit Activity

	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested at January 1, 2025	6,216,661	$	7.67
Granted	1,530,861	15.27
Spin-Off Adjustments	783,008	13.34
Vested	(2,443,243)	6.70
Forfeited	(155,347)	7.53
Nonvested at December 31, 2025	5,931,940	$	10.47

There is no unrecognized compensation expense for RSUs under the Equity Plan as of December 31, 2025. Of the nonvested RSUs outstanding at December 31, 2025, 1,378,718 were for Resolute Holdings employees and 4,553,222 were for Holdings employees.

Performance and Market based Stock Units Activity

	Number of Shares	Weighted Average Grant Date Fair Value Per Share
Nonvested at January 1, 2025	1,755,531	$	6.48
Spin-Off Adjustments	297,783	13.34
Vested	(262,803)	8.68
Nonvested at December 31, 2025	1,790,511	$	7.93

There is no unrecognized compensation expense for PSUs as of December 31, 2025. All of the nonvested PSU outstanding at December 31, 2025 were for employees of Holdings.

Stock Options

The assumptions utilized to calculate the value of the options granted for the year ended December 31, 2025 were as below:

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)		December 31, 2025
---	---
Expected term	6.25
Volatility	47.80%
Risk-free rate	4.05%
Expected dividends	0%
Expected forfeiture rate	0%

The following table sets forth the options activity under the Equity Plan for the year ended December 31, 2025:

	Number of Shares	Weighted<br><br>Average<br><br>Exercise Price<br><br>Per Shares		Weighted<br><br>Average<br><br>Remaining Contractual<br><br>Term (years)	Aggregate<br><br>Intrinsic Value<br><br>(in thousands)
Outstanding at January 1, 2025	2,275,671	$	12.39
Granted	343,720	14.77
Spin-Off Adjustments	377,524	10.79
Exercised	(197,746)	$	4.40
Outstanding at December 31, 2025	2,799,169	$	11.65	8.5	$	21,607
Vested and Exercisable at December 31, 2025	775,112	$	9.58	7.3	$	7,517

Excluding spin‑off adjustment grants, the weighted average grant date fair value of options granted during the year ended December 31, 2025 was $7.67. The Company recognized approximately $1,050, $856, and $305 of compensation expense for the options in selling, general and administrative expenses in the accompanying consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023, respectively.

The number of options that had vested and were exercisable during the years ended December 31, 2025, 2024, and 2023 were 197,746, 360,133 and 3,274,954 respectively. The weighted average exercise price of options vested and exercisable and vested during the years ended December 31, 2025, 2024, and 2023, was $9.58, $4.62, and $1.88, respectively. The weighted average remaining contractual term (years) of options vested and exercisable as of December 31, 2025, 2024, and 2023 is 7.3 years, 4.4 years, and 2.9 years, respectively. The weighted-average fair value of options that exercised were $4.40, $1.55 and $0.41 during the years ended December 31, 2025, 2024, and 2023, respectively. Unrecognized compensation expense for the options of approximately $3,059 is expected to be recognized during the next 3.2 years. Of the options outstanding at December 31, 2025, 1,958,040 were related to Resolute Holdings employees and 263,015 were related to Holdings employees.

Earnout Consideration

Of the total Earnout shares issued during the years ended December 31, 2025 and 2024 328,580 shares and 657,160 shares, respectively, were issued to employees and were accounted for in accordance with ASC 718 as they were considered to be compensation. The following is a summary of the Earnout activity for employees for the year ended December 31, 2025:

	Number of Shares
Outstanding at January 1, 2025	328,580
Spin-Off Adjustments	55,737
Vested	(384,317)
Nonvested at December 31, 2025	—	GPGI, INC.
---
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

11. RETIREMENT PLAN

Defined Contribution Plan

Holdings has a 401(k) profit sharing plan for all full-time employees who have attained the age of 21 and have completed 90 days of service. Through December 31, 2024, the Company matched 100% of the first 1% and then 50% of the next 5% of employees’ plan compensation. Effective January 1, 2025, the Company matched 100% of the first 3% and then 50% of the next 2% of employees’ plan compensation. Retirement plan expense for the years ended December 31, 2025, 2024, and 2023 was $563, $1,962, and $1,813, respectively.

12. FAIR VALUE MEASUREMENTS

In accordance with ASC 820-10, the Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them for each reporting period. This determination requires significant judgments to be made by the Company.

The Company’s financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments as of the following dates:

	Level 1		Level 2		Level 3		Total
December 31, 2025
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	—	$	—	$	—
Liabilities Carried at Fair Value:
Warrants	$	—	$	—	$	—	$	—
Earnout consideration	—		—		—		—
December 31, 2024
Assets Carried at Fair Value:
Derivative asset - interest rate swap	$	—	$	2,749	$	—	$	2,749
Liabilities Carried at Fair Value:
Warrants	$	104,231	$	—	$	—	$	104,231
Earnout consideration	—		—		20,533		20,533
Derivative liability - redemption with make-whole provision	—		—		—		—

Derivative asset - interest rate swap

Holdings is exposed to interest rate risk on variable interest rate debt obligations. To manage interest rate risk, Holdings entered into the Interest Rate Swap on January 5, 2022. The Interest Rate Swap matured as scheduled in December 2025. See Note 7.

Warrant Liability

The Company had assumed a warrant liability related to the Warrants. The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities were remeasured at December 31, 2024 with changes in fair value presented within revaluation of warrant liabilities in the consolidated statement of operations.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

No Warrants remained outstanding as of December 31, 2025, and therefore no warrant liability was subject to remeasurement at December 31, 2025. See Note 9 for additional information on the Warrants.

The following table provides a reconciliation of the ending balances for the warrant liabilities remeasured at fair value:

	Warrant Liabilities
Estimated fair value at December 31, 2023	$	8,294
Revaluation of warrant liability	95,937
Estimated fair value at December 31, 2024	$	104,231
Revaluation of warrant liability	150,958
Settlement of exercise of warrants	(255,189)
Estimated fair value at December 31, 2025	$	—

The Warrants were valued using the quoted market price as the fair value at the end of each balance sheet date.

Earnout Consideration

Earnout consideration liabilities held by former holders of interests in Holdings (not including the holders under ASC 718) were determined to be derivative instruments in accordance with ASC 815 and were accounted as derivative liabilities. The Earnout consideration liabilities were initially valued at fair value in accordance with ASC 815-40-30-1 and are subsequently remeasured at each reporting period with changes in fair value recorded in earnings in accordance with ASC 815-40-35-4. The Company established the initial fair value for the earnout consideration liabilities at the closing date on December 27, 2021 using a Monte Carlo simulation model.

As a result of both Earnout milestones being achieved and the corresponding issuance of all Earnout consideration shares, the Earnout consideration liabilities were fully settled and extinguished during 2025, and no Earnout consideration liability remained outstanding as of December 31, 2025.

The following table provides a reconciliation of the ending balances for the earnout consideration liabilities remeasured at fair value:

	Earnout Consideration Liability
Estimated fair value at December 31, 2023	$	853
Change in fair value of Phase I on achievement date	56,564
Settlement of Phase I on December 13, 2024	(56,625)
Change in estimated fair value of Phase II	19,741
Estimated fair value at December 31, 2024	$	20,533
Change in fair value of Phase II on achievement date	57,101
Settlement of Phase II on September 08, 2025	(77,634)
Estimated fair value at December 31, 2025	$	—

The fair value of Earnout consideration liabilities have been classified as a Level 3 liability as its valuation requires substantial judgment and estimation of factors that are not currently readily observable in the market. The expected term assumption reflected the period for which the instrument will remain outstanding. To determine volatility, the Company had used the historical closing values of comparable publicly held entities to estimate volatility. The risk-free rate reflected the U.S. Treasury yield curve for a similar expected life instrument in effect at the reporting date. If different assumptions were used for the various inputs to the valuation approach, the estimated fair value could be significantly higher or lower than the fair value determined.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

13. GEOGRAPHIC INFORMATION AND CONCENTRATIONS

As of December 31, 2025, the Company and its wholly-owned subsidiary, Holdings, are headquartered and substantially all of its operations, including its long-lived assets, are located in the United States. Reflecting the change to equity method accounting, the following table presents revenue by geographic region based on the location of Holdings' customers:

	Year Ended December 31,
	2025		2024		2023
Net sales by country
Domestic	$	54,480	$	343,465	$	321,470
International	5,344		77,106		69,159
Total	$	59,824	$	420,571	$	390,629

The Company’s principal direct customers as of December 31, 2025 consist primarily of leading international and domestic banks and other credit card issuers primarily within the U.S., Europe, Asia, Latin America, Canada, and the Middle East. The Company periodically assesses the financial strength of these customers and establishes allowances for anticipated losses, if necessary.

Reflecting the change to equity method accounting, four customers individually accounted for more than 10% of the Company’s revenue or 70% of total revenue for the year ended December 31, 2025. Two customers individually accounted for more than 10% of the Company’s revenue or 62% of total revenue for the year ended December 31, 2024. Two customers individually accounted for more than 10% of the Company’s revenue or 71% of total revenue for the year ended December 31, 2023. Four customers individually accounted for more than 10% of the Company’s accounts receivable or 63% as of December 31, 2024 and two customers individually accounted for 10% of total accounts receivable or 73% as of December 31, 2023.

The Company primarily relied on three vendors that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2025. The Company primarily relied on one vendors that individually accounted for more than 10% of purchases of supplies for the year ended December 31, 2024.

14. INCOME TAXES

The Company recorded income tax provision of $39,026, $2,187 and $4,556 for the years ended December 31, 2025, 2024 and 2023. Federal, state and local income tax returns for years prior to 2019 are no longer subject to examination by tax authorities. As of December 31, 2025, the Company had no open IRS or state income tax audits. There were no proposed adjustments resulting from the examination. All components of income tax expense relate to continuing operations.

(Loss) income before the provision for income taxes, substantially all of which is attributable to United States or domestic operations, is presented in the accompanying consolidated statements of operations as follows:

	Year Ended December 31,
	2025		2024		2023
(Loss) income before income taxes and equity method investment	$	(96,979)	$	(80,975)	$	117,076

The components of the provision for income taxes for the year ended December 31, 2025, 2024 and 2023 consisted of the following:

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)			Year Ended December 31,
---	---	---	---	---	---	---
	2025		2024		2023
Current:
Federal	$	23,126	$	4,454	$	1,810
State	1,157		202		79
	24,283		4,656		1,889
Deferred:
Federal	17,102		(2,387)		3,091
State	(2,359)		(82)		(424)
	14,743		(2,469)		2,667
Total provision for income taxes	$	39,026	$	2,187	4,556

The Company adopted ASU 2023‑09 on a prospective basis beginning with the year ended December 31, 2025. A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate for the year ended December 31, 2025 is presented accordingly as follows

	Year Ended December 31, 2025
U.S. federal statutory tax rate	$	(20,366)	21.00	%
Tax credits — R&D credit	(639)		0.66	%
Effect of cross‑border tax laws — FDII deduction	(416)		0.43	%
State and local income taxes, net of federal (national) income tax effect	(953)		0.98	%
Effect of changes in tax laws or rates enacted in the current period	(3,159)		3.26	%
Nontaxable or nondeductible items — Fair value adjustments (warrants & earnouts)	45,738		(47.16)	%
Nontaxable or nondeductible items — IRC §311(b) gain	21,186		(21.85)	%
Nontaxable or nondeductible items — §162(m) executive compensation limitation	6,827		(7.04)	%
Nontaxable or nondeductible items — Stock‑based compensation (permanent)	(7,221)		7.45	%
Nontaxable or nondeductible items — Loss on remeasurement of TRA liability	762		(0.79)	%
Other items — prior‑year return‑to‑provision (current and deferred), other permanents (net)	(2,733)		2.82	%
Effective income tax	39,026		(40.24)	%

The reconciliation of income taxes at the federal statutory income tax rate to the effective income tax rate, applying ASC740 prior to the adoption of ASU 2023-09 for the years ended December 31, 2024, and 2023 were as follows:

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)			Year Ended December 31,
---	---	---	---	---
	2024		2023
U.S. federal statutory tax rate	21.00	%	21.00	%
State taxes	0.72	%	0.72	%
Valuation allowances	13.82	%	3.26	%
NCI adjustment	(15.29)	%	(17.37)	%
Permanent differences	3.80	%	(3.82)	%
Fair Value Adjustments: Warrants & Liabilities	(26.84)	%	—	%
OCI Adjustment	(0.08)	%	0.09	%
Other temporary differences	0.17	%	0.01	%
Effective income tax rate	(2.70)	%	3.89	%

The 2025 effective tax rate differs from the statutory rate primarily due to (i) fair value adjustments to warrants and liabilities, (ii) the IRC 311(b) gain recognized for tax purposes, (iii) stock-based compensation, (iv) §162(m) executive compensation limitation, and (v) other permanent items and discrete true‑ups, including the remeasurement of the TRA liability.

During the year ended December 31, 2025, the Company updated its blended state income tax rate based on revised apportionment and statutory changes. The revised rate increased from approximately 0.72% to 0.98%, resulting in higher expected tax benefits and a corresponding increase in the Company’s liability under the Tax Receivable Agreement. The change in blended state rate resulted in a $3,465 loss recognized in Loss on remeasurement of Tax Receivable Agreement liability, with a corresponding increase to the TRA liability. The TRA liability totaled $271,353 at December 31, 2025, inclusive of this remeasurement. Additional information regarding the TRA is provided in Note 16.

The Company’s overall effective tax rate is affected by the Tungsten Transactions. As a result of the Tungsten Transactions, Holdings became 100 percent owned by the Company, thereby eliminating the Company's legacy Up-C structure. This resulted in the release of certain valuation allowances and changes in tax benefit allocations during the year ended December 31, 2024. There was no change in valuation allowances during the year ended December 31, 2025.

Provisions have been made for deferred taxes based on the differences between the basis of the assets and liabilities for financial statement purposes and the basis of the assets and liabilities for tax purposes using currently enacted tax rates and regulations that will be in effect when the differences are expected to be recovered or settled.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

The components of the deferred tax assets were as follows:

	Year Ended December 31,
	2025		2024
Deferred Tax Assets:
IRC 755 -Intangible Assets	$	266,334	$	257,867
IRC 755 - Fixed Assets	556		838
Inventory - 263A	48		74
Inventory Reserve	1,062		609
R&D Capitalized Costs	—		5,328
Accrued Expenses	3,184		2,453
Equity Compensation	1,635		1,962
Transaction Costs	3,045		—
Total deferred tax assets	$	275,864	$	269,131
Prepaid Insurance	(229)		(564)
Fixed Assets	(3,783)		(3,607)
Right of Use Assets, net of lease liability	(128)		(145)
Total deferred tax assets, net of valuation allowance and deferred liability	$	271,724	$	264,815

All deferred tax assets and liabilities are classified as non‑current in accordance with ASC 740. Deferred taxes primarily result from the Roman Business Combination where the Company recorded a carryover basis on all assets for financial accounting purposes and a fair value step-up on a portion of the assets for income tax purposes. As a result of the Tungsten Transactions, the Company owned 100 percent of Holdings, which triggered the conversion from Investment in Holdings in deferred tax assets into specific deferred tax items, most notably the increase in IRC 755 - Intangible Assets. The Company’s deferred tax asset was reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. No valuation allowance was recorded for the years ended December 31, 2025 and 2024, and there was no valuation allowance activity during the periods presented. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately at such time when it is determined that the “more likely than not” criteria is satisfied. All deferred tax assets and liabilities relate to U.S. federal and state jurisdictions; the Company had no foreign deferred tax balances. Federal deferred tax assets totaled $259,573 and state deferred tax assets totaled $12,151 as of December 31, 2025, both of which are net of valuation allowance and deferred liability.

The One Big Beautiful Bill Act (the "OBBB"), which was signed into law on July 4, 2025, extends and modifies certain key provisions of the U.S. Tax Cuts and Jobs Act of 2017 (the "TCJA"). The OBBB makes permanent certain provisions of the TCJA that were expiring, most notably bonus depreciation and R&D expensing. The OBBB permanently extends 100% bonus depreciation for qualified property placed in service after January 19, 2025. Starting in 2022, the TCJA required businesses to capitalize and amortize domestic research and development expenditures over five years. The OBBB reinstated immediate expensing for domestic research and experimental expenditures under IRC §174A and provided transition relief for previously capitalized domestic §174 amounts. The adoption of the OBBB resulted in a current-year tax benefit and a corresponding reduction of deferred tax assets related to previously capitalized domestic §174 expenditures of $3,159.

Cash income taxes paid during 2025 totaled approximately $24,310 consisting of $23,300 of U.S. federal income tax payments and $1,010 of state and local income tax payments, with no material foreign income tax payments made during the period. The increase in tax expense was primarily attributable to the Company being subject to tax on 100% of Holdings’ taxable income following the Tungsten Transactions, as well as a taxable gain on appreciated property resulting from the Spin‑Off.

The Company did not record unrecognized tax benefits for 2025, 2024, or 2023 and does not expect significant changes to unrecognized tax benefits within the next 12 months; no interest or penalties related to income taxes were recognized.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

Tax effects related to components of other comprehensive income were not material for 2025; any such amounts were recorded through intra‑period tax allocation consistent with ASC 740.

There were no significant uncertain tax positions taken, or expected to be taken, in a tax return that would be determined to be an unrecognized tax benefit taken or expected to be taken in a tax return that should have been recorded on the Company’s financial statements for the years ended December 31, 2025, 2024 and 2023. Additionally, there were no interest or penalties outstanding as of the fiscal year ended December 31, 2025, 2024 and 2023.

15. EARNINGS PER SHARE

Basic net (loss) per share has been computed by dividing net (loss) attributable to holders of Class A Common Stock for the periods subsequent to the Roman Business Combination by the weighted average number of shares of common stock outstanding for the same period. Diluted earnings per share of Class A Common Stock was computed by dividing net (loss) available to the Company by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth the computation of net income used to compute basic net income per share of Class A Common Stock for the years ended December 31, 2025, 2024 and 2023 respectively.

	Year Ended December 31,
	2025		2024		2023
Basic and diluted:
Net (loss) income	$	(136,005)	$	(83,162)	$	112,520
Less: Net (loss) income attributable to non-controlling interest	—		(29,443)		93,281
Net (loss) income attributable to Class A Common shareholders	$	(136,005)	$	(53,719)	$	19,239
Plus: adjustment due to net effect of equity awards, Exchangeable Notes and class B units to net income	—		—		14,825
Net (loss) income attributable to Class A Common shareholders after adjustment	$	(136,005)	$	(53,719)	$	34,064
Weighted average common shares outstanding used in computing net (loss) income per share - basic	110,517,208		44,011,527		18,660,872
Plus: net effect of dilutive equity awards, Exchangeable Notes and Class B units	—		—		16,651,239
Weighted average common shares outstanding used in computing net (loss) income per share - diluted	110,517,208		44,011,527		35,312,111
Net (loss) income per share—basic	$	(1.23)	$	(1.22)	$	1.03
Net (loss) income per share—diluted	$	(1.23)	$	(1.22)	$	0.96

Securities that could potentially be dilutive are excluded from the computation of diluted earnings per share when the exercise price exceeds the average closing price of the Company’s common stock during the period, because their inclusion would result in an antidilutive effect on per share amounts. The Company applied the if-converted method for the Exchangeable Notes to calculate diluted earnings per share in accordance with ASU 2020-06.

The following amounts were not included in the calculation of net earnings (loss) per diluted share because their effects were anti-dilutive:

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)			December 31,
---	---	---	---
	2025	2024	2023
Potentially dilutive securities:
Warrants	—	22,415,179	22,415,400
Class B common shares	—	—	59,958,422
Earnout consideration shares	—	3,500,000	7,500,000
Equity awards	2,388,121	2,523,639	2,679,833

16. COMMITMENTS AND CONTINGENCIES

Operating Leases

Holdings leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. See Note 8 for future minimum commitments under all non-cancelable operating leases.

Tax Receivable Agreement

The Company is obligated to make payments under the Tax Receivable Agreement to the TRA Holders. See Note 2. Although the actual timing and amount of any payments that may be made under the agreement will vary, the Company expects the cash obligation required will be significant. Any payments made under the Tax Receivable Agreement will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the Company. The Tax Receivable Agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income.

During 2025, the Company recorded a remeasurement increase to the TRA liability resulting from the change in blended state income tax rate. The corresponding $3,465 loss was recognized in the consolidated statements of operations. Additional information regarding this remeasurement is included in Note 14 — Income Taxes.

As of December 31, 2025, the Company had the following obligations expected to be paid pursuant to the Tax Receivable Agreement:

Year ending December 31,
2026	$	16,193
2027	15,590
2028	15,855
2029	16,133
2030	16,429
Later years	191,153
Total Payments	$	271,353

In addition to the above, the Tax Receivable Agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expect to fund these future Tax Receivable Agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation costs are expensed as incurred.

17. SEGMENT REPORTING

As a result of the February 28, 2025 Spin‑Off and CompoSecure Management Agreement, the Company deconsolidated Holdings and from that date has one operating segment and one reportable segment, the equity method investment in Holdings. This is a change from the presentation as of and for the year ended December 31, 2024, during which the Company had two operating segments and two reportable segments: Payment Card and Arculus. As reported below, for the year ended December 31, 2025, the Company's corporate entity is not considered an operating segment because it does not generate revenues and its activities are limited to corporate administrative activities, costs related to the board of directors, income tax expense and fair value adjustments for warrant liability and earnout liability. For the year ended December 31, 2024, the Company's reportable segment was represented by the consolidated balance sheet and the consolidated statement of operations.

During 2025, the Chief Operating Decision Maker ("CODM") was the Chief Executive Officer of the Company. The CODM evaluates the performance of the equity method investment in Holdings primarily based on net sales, gross profit and net (loss) income and does not review discrete financial information at a level lower than Holdings. The Company does not have any intra-entity sales.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)			Year Ended December 31, 2025
---	---	---	---	---	---	---	---	---
	Corporate		Equity Method Investment in Holdings		Elimination of Unconsolidated Affiliate		Consolidated GPGI, Inc.
Net sales	$	59,824	$	402,231	$	(402,231)	$	59,824
Cost of sales	31,077		170,767		(170,767)		31,077
Gross profit	28,747		231,464		(231,464)		28,747
Selling, General and administrative expenses	42,478		95,612		(95,612)		42,478
(Loss) income from operations	(13,731)		135,852		(135,852)		(13,731)
Other income (expense):
Change in fair value of earnout consideration liability	(57,101)		—		—		(57,101)
Revaluation of warrant liability	(150,958)		—		—		(150,958)
Loss on remeasurement of TRA liability	(3,465)		—		—		(3,465)
Interest expense	(1,688)		(10,722)		10,722		(1,688)
Interest income	1,233		4,231		(4,231)		1,233
Amortization of deferred financing costs	(74)		(556)		556		(74)
Total other expenses, net	(212,053)		(7,047)		7,047		(212,053)
(Loss) income before income taxes	(225,784)		128,805		(128,805)		(225,784)
Income tax expense	(39,026)		—		—		(39,026)
Net (loss) income	$	(264,810)	$	128,805	$	(128,805)	$	(264,810)
Equity method earnings in Holdings	128,805						128,805
Net loss of GPGI, Inc.							$	(136,005)
Total assets	$	517,267	$	324,299	$	(324,299)	$	517,267
Total liabilities	$	(274,126)	$	(252,990)	$	252,990	$	(274,126)
Capital expenditures related to segment assets	$	387	$	7,977	$	(7,977)	$	387

18. RELATED PARTY TRANSACTIONS

Separation and Distribution Agreement

In connection with the completion of the Spin-Off, the Company and Resolute Holdings entered into a Separation and Distribution Agreement (the "Separation and Distribution Agreement") pursuant to which the Company delivered 100% of the issued and outstanding shares of Resolute Holdings’ Common Stock to the distribution agent for the Spin-Off to

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

effectuate the delivery of the shares of Resolute Holdings’ Common Stock to the holders of Class A Common Stock by means of a pro rata dividend. The Separation and Distribution Agreement also set out the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and certain adjustments of existing equity awards, and established certain rights and obligations between Resolute Holdings and the Company following the Spin-Off, including procedures with respect to claims subject to indemnification, the exchange of information between Resolute Holdings and the Company, and tax and other matters. After the Spin-Off and execution of the CompoSecure Management Agreement, and as of December 31, 2025, the Company and Resolute Holdings was under common control by Tungsten. Below is a summary of the significant agreements executed in connection with the Spin-Off.

CompoSecure Management Agreement

Pursuant to the CompoSecure Management Agreement, Holdings pays Resolute Holdings a quarterly management fee, payable in arrears, in a cash amount equal to 2.5% of Holdings’ last twelve months' Adjusted EBITDA as defined in the agreement. Holdings is also required to reimburse Resolute Holdings and its affiliates for documented non‑personnel costs incurred on Holdings’ behalf, as determined by Resolute Holdings.

The CompoSecure Management Agreement has an initial term of 10 years and shall automatically renew for successive ten-year terms unless terminated in accordance with its terms. Resolute Holdings and Holdings may each terminate the CompoSecure Management Agreement upon the occurrence of certain other limited events, and in connection with certain of these limited events, Resolute Holdings has the right to require Holdings to pay a termination fee, which may be paid in cash, shares of the Company's common stock or a combination of cash and stock. The CompoSecure Management Agreement also provides for certain indemnification rights in Resolute Holdings’ favor, as well as certain additional covenants, representations and warranties. The CompoSecure Management Fee for the three months ended December 31, 2025 was $4,032 and for the period from the date of the Spin-Off to December 31, 2025 was $12,278. Management Fees of $4,032 were paid by Holdings in February, 2026. Holdings incurred $1,071 of reimbursable expenses to Resolute Holdings during the year ended December 31, 2025.

Tax Sharing Agreement

Resolute Holdings entered into a U.S. State and Local Tax Sharing Agreement (the “Tax Sharing Agreement”) with the Company that governs the respective rights, responsibilities, and obligations of the Company and Resolute Holdings after the Spin-Off with respect to certain state and local tax matters in jurisdictions and for taxable periods in which Resolute Holdings is required to file tax returns on a consolidated, combined, unitary or other group basis with the Company (the “Combined Returns”). Among other things, the Tax Sharing Agreement (i) allocates responsibility for the preparation and filing of the Combined Returns and the payment of taxes due in connection therewith, (ii) determines the appropriate allocation of any such tax liability between Resolute Holdings and the Company, (iii) requires compensation to be paid by the Company to Resolute Holdings to the extent the Company uses any tax attributes properly allocable to Resolute Holdings to offset taxes otherwise allocable to the Company and vice versa, (iv) allocates responsibility for the conduct of tax contests arising with respect to the Combined Returns, and (v) ensures that the parties are aligned on cooperating and coordinating with respect to the Combined Returns. Since the completion of the Spin-off and through the date these consolidated financial statements are issued, the Company and Resolute Holdings have not filed a Combined Return.

Letter Agreement

Resolute Holdings entered into a Letter Agreement (the “Letter Agreement”) with the Company pursuant to which the Company agreed to (i) delegate by resolution of the Company's board of directors the authority to Resolute Holdings to approve issuances of the Company's equity for mergers, acquisitions and equity awards, (ii) issue the Company's equity pursuant to those delegations, (iii) make customary representations, warranties and covenants in connection with any acquisition, business combination transaction or other transaction that is intended to qualify in whole or in part as a tax-free for U.S. federal income tax purposes, and is entered into, in each case, in accordance with the CompoSecure Management Agreement and (iv) make filings and deliver notices in connection with the performance of Resolute Holdings’ duties and obligations under the CompoSecure Management Agreement. The Letter Agreement is coterminous with the CompoSecure Management Agreement.

Consulting Agreements

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

On February 28, 2025, upon the completion of the Spin-Off and the transfer of his employment to Resolute Holdings, we entered into a consulting agreement with David M. Cote, under which Mr. Cote will be eligible to receive grants of restricted stock units or other equity incentive awards as determined by the Company and will remain eligible to vest in equity incentive awards previously granted by the Company, in exchange for his provision of certain consulting and advisory services with respect to executing strategic corporate transactions and related activities, and such other similar services as reasonably requested by the Company. We also entered into a similar agreement with Thomas Knott and Kurt Schoen.

Board Adviser Agreement

On February 28, 2025 and upon the completion of the Spin-Off, Roger Fradin resigned from the Company's board of directors for personal reasons and not as a result of any disagreement with management or any matter relating to the Company’s operations, policies or practices. In connection with Mr. Fradin’s resignation, the Company entered into a Board Adviser Agreement with Fradin Consulting LLC (“Fradin Consulting”) and Resolute Holdings (the “Board Adviser Agreement”), effective as of the date of Mr. Fradin’s resignation, for a period of 12 months subject to automatic renewal for 12-month periods unless earlier terminated in accordance therewith. Pursuant to the Board Adviser Agreement, Mr. Fradin, as the representative of Fradin Consulting, provides advisory services to the Board in exchange for which Fradin Consulting receives an annual cash retainer fee of $50, payable quarterly in arrears, and Mr. Fradin, on behalf of Fradin Consulting, is entitled to receive an annual award of options to purchase shares of Class A Common Stock with a fair market value, as defined in the Third Amended and Restated CompoSecure, Inc. Non-Employee Director Compensation Policy, of $150.

Voting Agreement

In connection with the Husky Transaction, on November 2, 2025, the Company entered into a Voting Agreement (the “Voting Agreement”) with entities affiliated with Platinum Equity, Tungsten and its affiliates including Ridge Valley LLC (collectively, the “Voting Stockholders”), pursuant to which, the Voting Stockholders agreed, among other things, to vote all of their shares of GPGI Class A Common Stock in favor of the Husky Transaction.

The shares of GPGI Class A Common Stock owned by the Voting Stockholders represented approximately 41.3% of the outstanding shares of GPGI Class A Common Stock as of September 10, 2025.

Liquidity

The Company's primary sources of liquidity are its existing cash and cash equivalents balances and funding from its wholly-owned subsidiary, Holdings. Holdings' primary sources of liquidity are its existing cash and cash equivalents balances, short - term investments, cash flows from operations and borrowings on its term loan and revolving credit facility. The Company’s primary cash requirements include limited operating expenses relating primarily to public company expenses such as D&O insurance, professional fees, payments to taxing authorities, payments related to the tax receivable agreement and stock exchange listing fees. The Company anticipates that its operations will continue to be funded by Holdings. Funds transferred from Holdings to the Company will be treated as distributions to the Company.

Corporate Name License Agreement

On January 12, 2026, the Company entered into a Corporate Name License Agreement with Resolute Holdings (“Trademark Agreement”). Under the agreement, the Company is granted a non‑exclusive, non‑sublicensable, non‑transferable, worldwide license to use certain trademarks owned by Resolute Holdings (the “Licensed Marks”) in its corporate name, business name, trade name, and related taglines. The Company is required to pay an annual fee of $0.5, due within 30 days of the effective date and each annual anniversary during the term, subject to mutually agreed adjustments if the parties conduct a formal valuation of the Licensed Marks. The agreement automatically renews for successive one‑year periods, unless terminated by either party with respect to any entity subject to any management agreement with Resolute Holdings. Because this agreement was executed after December 31, 2025, the transaction is also discussed in Note 19.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

19. SUBSEQUENT EVENTS

Management evaluated subsequent events for recognition or disclosure through the date these consolidated financial statements were issued. The events described below occurred after December 31, 2025 and did not provide evidence of conditions that existed as of year‑end. Accordingly, these events represent non‑recognized subsequent events under ASC 855, Subsequent Events, and no adjustments have been recorded in the accompanying consolidated financial statements.

Husky Transaction

On January 12, 2026, the Company completed its previously announced transaction with Husky Technologies Limited, a leading global manufacturer of highly engineered equipment and aftermarket services. In connection with the transaction, the Company issued 54,978,334 shares of Class A Common Stock to Platinum Equity. The Company also issued 106,056,083 shares of Class A common stock to PIPE Investors at $18.50 per share, raising approximately $1.96 billion in gross proceeds used in part to the pay the cash consideration for the transaction and in part to refinance Husky's indebtedness as described below. Management believes the Husky Transaction advances the Company’s multi‑industry diversification strategy and enhances long‑term operational scale, innovation capabilities, and free cash flow generation. As a result of the Husky Transaction, the Company and Resolute Holdings are no longer under common control.

Following the completion of the Husky Transaction, the Company changed its name to GPGI, Inc., and Holdings changed its name to GPGI Holdings, L.L.C., while both the CompoSecure and Husky businesses continue to operate under their established trade names for customer‑facing activities. Beginning January 23, 2026, the Class A Common Stock continued trading on the New York Stock Exchange, under the new ticker symbol “GPGI.”

Repayment of Holdings Credit Facility

On January 12, 2026 Holdings repaid in full all outstanding obligations under its existing Holdings Credit Facility and terminated all related commitments. No early termination penalties or prepayment premiums were incurred in connection with the payoff.

Investor Rights Agreement

In connection with the closing of the Husky Transaction, on January 12, 2026, the Company entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with PE Titan CS Holdings L.P., an affiliate of Platinum Equity (the “PE Holder”). Pursuant to the Investor Rights Agreement, the PE Holder will have the right to nominate (i) two members of the Company’s Board, for so long as it, together with its affiliates, continue to hold at least 10% of the outstanding shares of the Company’s Class A Common Stock, and (ii) one member of the Company Board so long as it, together with its affiliates, continues to hold less than 10% but more than 5% of the outstanding shares of the Class A Common Stock. In addition, the Investor Rights Agreement provides that the PE Holder and its affiliates are allowed to freely pursue any business opportunity. Pursuant to the Investor Rights Agreement, the PE Holder agreed to be subject to a lock-up period of 90 days following the closing of the Husky Transaction, subject to early release by the Company.

Registration Rights Agreement

In connection with the closing of the Husky Transaction, on January 12, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the PE Holder (collectively, with each other person who has executed and delivered a joinder thereto, the “RRA Parties”) which, among other things, provides that the Company will as soon as practicable file with the SEC a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale of certain shares of the Class A Common Stock and certain other equity securities of the Company held by the RRA Parties. The PE Holder will be entitled to make up to two demand registrations in any 12-month period in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds, applicable lock-up restrictions and certain other conditions. In addition, the PE Holder will have certain “piggy-back” registration rights. The Registration Rights Agreement includes customary indemnification and confidentiality provisions. The Company will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Registration Rights Agreement.

GPGI, INC.
Notes to Consolidated Financial Statements
(amounts in thousands, except share data)

Amendment to the Amended and Restated Waiver Agreement

In connection with the closing of the Husky Transaction, on January 12, 2026, Tungsten and its affiliates and the Company entered into an amendment (the “Amendment”) to the Amended and Restated Waiver Agreement, dated as of July 12, 2025, between such parties, pursuant to which the parties agreed that in the event the Company Board rescinds the Board Size Requirement Waiver (as defined therein), the Company Board will adopt resolutions increasing the size of the Board to allow the PE Holder to continue to exercise its nomination rights under the Investor Rights Agreement.

Debt Refinancing

On January 14, 2026, following completion of the Husky Transaction, Holdings refinanced approximately $2.1 billion of total indebtedness that was assumed in the Husky Transaction. The refinancing included the issuance of $900 million of 5.625% Senior Secured Notes due 2033, the establishment of a new $1.2 billion term loan facility maturing in 2033, and $400 million of revolving credit commitments maturing in 2031. The obligations under the the new notes and the new credit agreement governing the new term loan facility and new revolving credit commitments are fully and unconditionally guaranteed, jointly and severally, by each of the guarantors party thereto, including the Company. The guarantees are senior secured obligations of such guarantors. The proceeds from these new debt instruments were used to refinance Husky’s existing indebtedness and to pay related fees, costs, premiums, and expenses incurred in connection with the recapitalization of the combined company’s capital structure.

Corporate Name License Agreement

On January 12, 2026, the Company entered into a Corporate Name License Agreement with Resolute Holdings Management, Inc. See Note 18.

Dividend Declaration

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of its internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025 based on those criteria.

Because the Company no longer qualifies as an emerging growth company, the Company’s independent registered public accounting firm has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, as required under Section 404(b) of the Sarbanes‑Oxley Act. This Annual Report on Form 10‑K represents the first year in which the Company is required to include an attestation report from its independent registered public accounting firm on the effectiveness of internal control over financial reporting. The attestation report of the independent registered public accounting firm is included in this Annual Report on Form 10‑K.

Changes in Internal Control Over Financial Reporting

Management, including our Principal Executive Officer and Principal Financial Officer, evaluated whether any changes in the Company’s internal control over financial reporting occurred during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Based on this evaluation, management concluded that there were no such changes during the quarter ended December 31, 2025.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

On June 12, 2025, Adam Lowe, Chief Product & Innovation Officer of the Company, entered into a trading plan covering the potential sale of 53,521 shares of Class A Common Stock. The plan was terminated on October 2, 2025.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Present Inspections

Not applicable.

Item 10. Directors, Executive Officers and Corporate Governance

The information required to be disclosed by this Item with respect to our executive officers is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Officers and Director and Officer Compensation” contained in our definitive proxy statement for our 2026 annual meeting of stockholders (the “2026 Proxy Statement”), which we intend to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2025.

Information required to be disclosed by this Item about our Board is incorporated into this Annual Report on Form 10-K by reference from the section entitled “The Director Election Proposal” contained in the 2026 Proxy Statement, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2025.

To the extent necessary, information required to be disclosed by this Item about the Section 16(a) compliance of our directors and executive officers is incorporated into this Annual Report on Form 10-K, as applicable, by reference from the section entitled “Delinquent Section 16(a) Reports” contained in the 2026 Proxy Statement, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2025.

Information required to be disclosed by this Item about our Board, the Audit Committee of our Board, our audit committee financial expert, our Code of Conduct, our Insider Trading Policy and other corporate governance matters is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Corporate Governance” contained in the 2026 Proxy Statement, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2025.

The text of our Code of Conduct, which applies to our directors and employees (including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions), is posted in the “Corporate Governance” section of the Investor Relations section of our website, www.gpgi.com. A copy of the Code of Conduct can be obtained free of charge on our website. We intend to disclose on our website any amendments to, or waivers from, our Code of Conduct that are required to be disclosed pursuant to the rules of the SEC and the NYSE.

The information presented on any website (including our website) referenced in this Annual Report on Form 10-K is not a part of this Annual Report on Form 10-K and any reference thereto is intended to be an inactive textual reference only.

Item 11. Executive Compensation

The information required to be disclosed by this Item is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Officers and Director and Officer Compensation” contained in the 2026 Proxy Statement, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2025 .

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Beneficial ownership of securities

The information required to be disclosed by this Item is incorporated into this Annual Report on Form 10-K by reference from the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” contained in the 2026 Proxy Statement, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2025.

Securities authorized for issuance under equity compensation plans

The information required to be disclosed by this Item with respect to our equity compensation plans is incorporated into this Annual Report on Form 10-K by reference from the section entitled “Executive Compensation” contained in the 2026 Proxy Statement, which we intend to file with the SEC within 120 days of the end of our fiscal year ended December 31, 2025.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

The information required to be disclosed by this Item is incorporated into this Annual Report on Form 10-K by reference from the section entitled “The Auditor Ratification Proposal” contained in the 2026 Proxy Statement, which we intend to file within 120 days of the end of our fiscal year ended December 31, 2025.

Item 15. Exhibits and Financial Statement Schedules

Financial Statements and Financial Statement Schedules

See “Table of Contents to the Consolidated Financial Statement” in Part II, Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted because they are not required or are not applicable or because the information required in those schedules either is not material or is included in the consolidated financial statements or the accompanying notes.

Exhibits

The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10‑K.

Exhibit No.	Description
2.1†	Agreement and Plan of Merger, dated April 19, 2021, by and among the Roman DBDR Tech Acquisition Corp., Roman Parent Merger Sub, LLC, CompoSecure Holdings, L.L.C., and LLR Equity Partners IV, L.P. as Member Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on April 19, 2021).
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 25, 2021, by and among the Roman DBDR Tech Acquisition Corp., Roman Parent Merger Sub, LLC, and CompoSecure Holdings, L.L.C. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on May 25, 2021).
2.3	Separation and Distribution Agreement by and between CompoSecure, Inc. and Resolute Holdings Management, Inc. dated as of February 28, 2025https://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex23-sdaexecution.htm(incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
2.4 †	Share Purchase Agreement, dated as of November 2, 2025, by and among CompoSecure, Inc., certain of its subsidiaries, Husky Technologies Limited, Platinum Equity, certain entities affiliated with Platinum Equity and management members of Husky (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on November 4, 2025).
3 .1	T hird Amended and Restated Certificate o f Incorporation of CompoSecure, Inc. (incorporated by reference to Exhibit 3 .1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on May 28, 2025).
3.2 *	Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of CompoSecure, Inc.
3.3	Amended and Restated Bylaws of GPGI , Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 21, 2026 ).
4 .1 *	D escription of Registran t's Securities.
4.2	Indenture, dated as of January 14, 2026, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C., the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 14 , 2026).
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4.3	Form of Note representing the 5.625% Senior Secured Notes due 2033 (included as Exhibit A to Exhibit 4.2).
10.1	Amended and Restated Registration Rights Agreement, dated as of December 27, 2021, by and among CompoSecure, Inc., the LLR Investors (as defined therein), the CompoSecure Investors (as defined therein), the Founder Investors (as defined therein), and the Additional Investors (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2	Tax Receivable Agreement, dated as of December 27, 2021, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C. and the TRA Parties (as defined therein) party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.3	Amendment No. 1 to the Tax Receivable Agreement, dated as of August 7, 2024, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C. and the TRA Parties (as defined therein) parties thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on August 9, 2024).
10.4	Fourth Amended and Restated Credit Agreement, dated August 7, 2024, by and among CompoSecure, L.L.C., Arculus Holdings, L.L.C., CompoSecure Holdings, L.L.C., the Lenders (as defined therein) party thereto and JPMorgan Chase Bank, N.A (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on August 9, 2024).
10.5	Amendment No. 1 to Fourth Amended and Restated Credit Agreement and Limited Waiver, dated December 30, 2024, by and among CompoSecure Holdings, L.L.C., CompoSecure, L.L.C., Arculus Holdings, L.L.C., JPMorgan Chase Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 3, 2025).
10.6	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.7 +	Employment Agreement, dated as of December 27, 2021, by and between CompoSecure, L.L.C. and Jonathan Wilk (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.8 +	Employment Agreement, dated as of December 27, 2021, by and between CompoSecure, L.L.C. and Timothy Fitzsimmons (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.9 +	Employment Agreement, dated as of December 27, 2021, by and between CompoSecure, L.L.C. and Adam Lowe (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.1 0 +	Employment Agreement, dated as of December 27, 2021, by and between CompoSecure, L.L.C. and Gregoire Maes (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
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10.1 1 +	Employment Agreement, dated as of December 13, 2021, by and between CompoSecure, L.L.C. and Amanda Gourbault (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.1 2	Industrial Building Lease, dated May 2, 2016, by and between FR JH 10, LLC and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.1 3	Industrial Building Lease Extension Letter, dated January 28, 2025, by and between FR JH 10, LLC and CompoSecure, L.L.C.https://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/exhibit10-15piercerenewa.htm(incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the year ended December 31, 202 4 (File No. 001-39687), filed with the SEC on March 5 , 2025).
10.1 4	Lease of Improved Property, dated December 1, 2011, by and between Baker-Properties Limited Partnership and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.1 5	First Amendment to Lease of Improved Property, dated December 15, 2020, by and between Baker-Properties Limited Partnership and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.1 6 ††	Master Services Agreement, dated August 1, 2004, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.1 7	Amendment Number 1 to Master Services Agreement, dated July 31, 2016, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.1 8	Amendment Number 2 to Master Services Agreement, dated August 2, 2018, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.19	Amendment Number 3 to Master Services Agreement, dated January 1, 2019, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2 0 ††	Amendment Number 4 to Master Services Agreement, dated July 1, 2019, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.26 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2 1	Amendment Number 5 to Master Services Agreement, dated March 19, 2020, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.27 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
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10.2 2 ††	Amendment Number 6 to Master Services Agreement, dated September 1, 2020, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.28 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2 3 ††	Amendment Number 7 to Master Services Agreement, dated July 15, 2021, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.29 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2 4	Amendment Number 8 to Master Services Agreement, dated January 1, 2025, by and between American Express Travel Related Services Company, Inc. and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q (File No. 001-39687) for the quarter ended September 30, 2024, filed with the SEC on November 8, 2024).
10.2 5 ††	Master Services Agreement, dated January 4, 2008, by and between JPMorgan Chase Bank, National Association and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.30 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2 6	Amendment to Master Services Agreement, dated May 1, 2014, by and between JPMorgan Chase Bank, National Association and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.31 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2 7	Amendment 2 to Master Services Agreement, dated June 6, 2019, by and between JPMorgan Chase Bank, National Association and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.32 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.2 8 ††	Amendment 3 to Master Services Agreement, dated October 7, 2019, by and between JPMorgan Chase Bank, National Association and CompoSecure, L.L.C. (incorporated by reference to Exhibit 10.33 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on December 29, 2021).
10.29†	CompoSecure,L.L.C . Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit 10.34 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-39687), filed with the SEC on March 14, 2022).
10.3 0	Management Agreement, dated February 28, 2025, by and between CompoSecure Holdings, L.L.C. and Resolute Holdings Management, Inc.https://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex1034-managementagreement.htm(incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
10.3 1	U.S. State and Local Tax Sharing Agreement, dated February 28, 2025, by and between CompoSecure, Inc. and Resolute Holdings Management, Inc.https://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex1035-usstateandlocaltaxs.htm(incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
10.3 2 +	Letter Agreement, dated as of February 28, 2025, by and between CompoSecure, Inc. and Resolute Holdings Management, Inc.https://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex1036-letteragreementexec.htm(incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
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10.3 3	Governance Agreement by and between CompoSecure, Inc., Resolute Compo Holdings, LLC and Tungsten 2024 LLC, dated as of September 17, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC September 17, 2024).
10.3 4	Waiver Agreement, dated February 28, 2025, by and among CompoSecure, Inc., Resolute Compo Holdings LLC and Tungsten 2024 LLChttps://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex1038-waiveragreementexec.htm(incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
10.3 5	Board Adviser Agreement, dated February 28, 2025, by and among CompoSecure, Inc., Resolute Holdings Management, Inc. and Fradin Consulting LLChttps://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex1039-boardadviseragreeme.htm(incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
10.3 6 +	Amended and Restated Offer Letter, dated February 28, 2025, by and among CompoSecure, L.L.C., Resolute Holdings Management, Inc., and David Cotehttps://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex1041-davidmcotexarofferl.htm(incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
10.3 7 +	Amended and Restated Offer Letter, dated February 28, 2025, by and among CompoSecure, L.L.C., Resolute Holdings Management, Inc., and Thomas Knotthttps://www.sec.gov/Archives/edgar/data/1823144/000182314425000004/ex1042-thomasrknottxaroffe.htm(incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (File No. 001-39687), filed with the SEC on March 5, 2025).
10.3 8 +	Amendment No. 1 to the CompoSecure, Inc. 2021 Equity Incentive Plan (incorporated by reference to Annex 3 to CompoSecure Inc.'s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 18, 2025).
10.39 +	Amendment No. 2 to the CompoSecure, Inc. 2021 Equity Incentive Plan (incorporated by reference to Annex 4 to CompoSecure Inc.'s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 18, 2025).
10.4 0 *+	GPGI, Inc. 2021 Incentive Equity Plan and forms of agreement thereunder.
10.4 1 +	Fifth Amended and Restated CompoSecure, Inc. Non-Employee Director Compensation Policy, adopted July 12, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on July 14, 2025).
10.4 2 *+	Amended and Restated GPGI, Inc. Non-Employee Director Compensation Policy .
10.4 3 *+	GPGI , Inc. Executive Severance Plan .
10.4 4 *+	GPGI, Inc. Option Conversion Program.
10.45*+	Form of Independent Contractor Agreement.
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10.4 6	Amended and Restated Waiver Agreement, dated July 12, 2025, by and between CompoSecure, Inc., Resolute Compo Holdings LLC and Tungsten 2024 LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A (File No. 001-39687), filed with the SEC on July 17, 2025).
10.4 7 +	Transition and Consulting Agreement by and between CompoSecure, L.L.C. and Tim Fitzsimmons, dated as of June 10, 2025 (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-39687), filed with the SEC on August 7, 2025).
10.4 8 +	Offer Letter, dated as of October 9, 2025, by and between CompoSecure, L.L.C. and Mary Holt (incorporated by reference to Exhibit 10.3 on to the Quarterly Report on Form 10-Q (File No. 001-39687), filed with the SEC on November 3, 2025).
10.4 9 †	Voting Agreement, dated as of November 2, 2025, by and among certain entities affiliated with Platinum Equity, Resolute Compo Holdings LLC, Tungsten 2024 LLC, Ridge Valley LLC and CompoSecure, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on November 4, 2025).
1 0.50	F orm of Purchase Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on November 4, 2025).
1 0.5 1	I nvestor Ri ghts Agreement, dated as of January 12, 2026, by and between CompoSecure, Inc. and PE Titan CS Holdings L.P. (incorporated by refer ence to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 13, 2026).
1 0.5 2	R egistration Rights Agreement, dated as of January 12, 2026, by and between CompoSecure , Inc. and PE Titan CS Holdings L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 13, 2026).
1 0.5 3 *†	Management Agreement, dated as of January 12, 2026, by and between Forge New Holdings, LLC and Resolute Holdings Management, Inc .
1 0.5 4	F irst Amendment to the Amended and Restated Waiver Agreement, dated as of January 12, 2026, by and among CompoSecure, Inc., Resolute Compo Holdings LLC and Tungsten 202 4 LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 13, 2026).
10.5 5	Credit Agreement, dated as of January 14, 2026, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.001-39687), filed with the SEChttps://www.sec.gov/Archives/edgar/data/0001823144/000095014226000161/eh260725955_ex1001.htmon January 14, 2026).
16.1	Letter from Grant Thornton LLP to the U.S. Securities and Exchange Commission, dated January 12, 2026 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K (File No. 001-39687), filed with the SEC on January 12, 2026).
19.1 *†	GPGI, Inc.Insider Trading Policy .
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21.1*	List of Subsidiaries.
23.1*	Consent of Grant Thornton LLP.
23.2*	Consent of Ernst & Young LLP.
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*	GPGI , Inc. Compensation Recoupment Policy .
99.1 *	Audited Financial Statements of Husky Technologies Limited for the fiscal year ended December 31, 2025.
99.2*	Audited Financial Statements of GPGI Holdings, L.L.C. for the fiscal year ended December 31, 2025.
101*	Pursuant to Rules 405 and 406 of Regulation S-T, the following information from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statement of Stockholders’ Equity; (iv) the Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Financial Statements.
104*	Cover Page Interactive Data File (embedded within the inline XBRL document)	*	Filed herewith.
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---	---	+	Indicates management contract or compensatory plan or arrangement.
---	---	†	Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
---	---
††	The Company has redacted provisions or terms of this Exhibit pursuant to Regulation S-K Item 601(b)(10)(iv). The Company agrees to furnish an unredacted copy of the Exhibit to the SEC upon its request.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GPGI, Inc.

By: /s/ Thomas Knott

Thomas Knott

Principal Executive Officer

Date: March 12, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Thomas Knott<br><br>Thomas Knott	Principal Executive Officer	3/12/2026
/s/ Kurt Schoen<br><br>Kurt Schoen	Principal Financial and Accounting Officer	3/12/2026
/s/ David Cote<br><br>David Cote	Executive Chairman of the Board of Directors	3/12/2026
/s/ Rebecca Corbin<br><br>Rebecca Corbin	Director	3/12/2026
/s/ John Cote<br><br>John Cote	Director	3/12/2026
/s/ Joseph DeAngelo<br><br>Joseph DeAngelo	Director	3/12/2026
/s/ Paul Galant<br><br>Paul Galant	Director	3/12/2026
/s/ Brian F. Hughes<br><br>Brian F. Hughes	Director	3/12/2026
/s/ Mark James<br><br>Mark James	Director	3/12/2026
/s/ Thomas Knott<br><br>Thomas Knott	Director	3/12/2026
/s/ Dr. Krishna Mikkilineni<br><br>Krishna Mikkilineni	Director	3/12/2026
/s/ Kevin Moriarty<br><br>Kevin Moriarty	Director	3/12/2026
/s/ Louis Samson<br><br>Louis Samson	Director	3/12/2026
/s/ Jane J. Thompson<br><br>Jane J. Thompson	Director	3/12/2026
/s/ Delara Zarrabi<br><br>Delara Zarrabi	Director	3/12/2026

126

Document

Exhibit 3.2

CERTIFICATE OF AMENDMENT OF THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COMPOSECURE, INC.

CompoSecure, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Date (the “DGCL”), DOES HEREBY CERTIFY THAT:

1.             The name of the Corporation is CompoSecure, Inc.

2.             The Third Amended and Restated Certificate of Incorporation of the Corporation as heretofore in effect is hereby amended such that Article I thereof shall now provide in full as follows:

The name of the corporation is GPGI, Inc. (the “Corporation”).

3.             This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

4.             This Certificate of Amendment shall become effective on the date of filing with the Secretary of State of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 22nd day of January, 2026.

COMPOSECURE, INC.
By:	/s/ Thomas Knott
	Name: Thomas Knott
	Title:Authorized Officer

Document

EXHIBIT 4.3

DESCRIPTION OF SECURITIES

The following summary of the material terms of the securities of GPGI, Inc. (NYSE: GPGI) (the “Company,” “we,” “us” or “our”) is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to the Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”) described herein, which are exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We urge to you read each of the Charter and the Bylaws described herein in their entirety for a complete description of the rights and preferences of our securities.

Authorized and Outstanding Stock

The Charter authorizes the issuance of (a) 1,000,000,000 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) and (b) 10,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”). As of March 2, 2026, there were approximately 289,642,587 shares of Class A Common Stock issued outstanding and no shares of Preferred Stock issued and outstanding.

Common Stock

The Charter provides the following with respect to the rights, powers, preferences and privileges of the Class A Common Stock:

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Class A Common Stock possess all voting power for the election of our directors and all other matters requiring stockholder action. Holders of Class A Common Stock are entitled to one vote per share on matters to be voted on by stockholders. Our Charter does not provide for cumulative voting rights.

Dividends

Subject to the rights, if any, of the holders of any outstanding shares of preferred stock, under the Charter, holders of Class A Common Stock will be entitled to receive such dividends, if any, as may be declared from time to time by the our board of directors (the “Board”) in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on Class A Common Stock unless the shares of Class A Common Stock at the time outstanding are treated equally and identically.

Liquidation, Dissolution and Winding Up

In the event of our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the Class A Common Stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.

Preemptive or Other Rights

There are no preemptive rights or sinking fund provisions applicable to the shares of the Class A Common Stock.

Anti-Takeover Provisions

Charter and By-laws

Certain provisions of our Charter and Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of the Company. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Board, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give the Board the power to discourage mergers that some stockholders may favor.

Board Composition and Filling Vacancies

The Company’s board of directors is divided into three classes. Each Class I director has a term that expires at the Company’s annual meeting of stockholders in 2028, each Class II director has a term that expires at the Company’s annual meeting of stockholders in 2026 and each Class III director has a term that expires at the Company’s annual meeting of stockholders in 2027.

The Charter provides that directors may only be removed for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on the Board, however occurring, including a vacancy resulting from an increase in the size of the Board, may only be filled solely by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders). The treatment of vacancies has the effect of making it more difficult for stockholders to change the composition of our board of directors.

Special Meetings of Stockholders

The Charter provides that a special meeting of stockholders may be called by the (a) Chairman of the Board or Executive Chairman of the Board, as applicable, (b) Chief Executive Officer of the Company, or (c) the Board pursuant to a resolution adopted by a majority of the Board. The ability of the stockholders to call a special meeting is specifically denied. The Bylaws limit the business that may be conducted at an annual or special meeting of stockholders to those matters properly brought before the meeting.

Action by Written Consent

The Charter provides that any action required or permitted to be taken by the stockholders must be effected at an annual or special meeting of the stockholders, and may not be taken by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our Bylaws or removal of directors by our stockholders without holding a meeting of stockholders.

Advance Notice Requirements

The Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of the Company’s stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to the corporate secretary of the Company prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at the principal executive offices of the Company not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. The Bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

Amendment to Certificate of Incorporation

The Company reserves the right to amend, alter, change or repeal any provision contained in the Charter, in the manner now or hereafter prescribed by the Charter and applicable law.

Delaware Anti-Takeover Law

The Company has opted out of Section 203 of the Delaware General Corporation Law. Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with such corporation for a period of three years from the time such person acquired 15% or more of such corporation’s voting stock, unless: (i) the board of directors of such corporation approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder, (ii) the interested stockholder owns at least 85% of the outstanding voting stock of such corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans), or (iii) the merger transaction is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of 2∕3 of the outstanding voting stock which is not owned by the interested stockholder.

Registration Rights

Certain of the Company’s equityholders hold registration rights with respect to the securities held by them. Stockholders holding registrable securities will be entitled to make a written demand for registration under the Securities Act of all or part of their registrable securities. Subject to certain exceptions, such stockholders will also have certain “piggy-back” registration rights with respect to registration statements filed by the Company, as well additional rights to provide for registration of registrable securities on Form S-3 and any similar short-form registration statement that may be available at such time.

Our Transfer Agent

The transfer agent for our shares of Class A Common Stock is Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004.

Document

Exhibit 10.6

GPGI, INC. 2021 INCENTIVE EQUITY PLAN

Effective as of the Effective Date (as defined below), the GPGI, Inc. 2021 Incentive Equity Plan (as in effect from time to time, the “Plan”) is hereby established.

The purpose of the Plan is to provide employees of GPGI, Inc., a Delaware corporation (together with its successors, the “Company”), and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members of the Board of Directors of the Company, with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, stock units, and other stock-based awards.

The Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting the Company’s stockholders, and will align the economic interests of the participants with those of the stockholders.

Section 1.Definitions

The following terms has the meanings set forth below for purposes of the Plan:

(a)“409A” means Section 409A of the Code.

(b)“Board” means the Board of Directors of the Company.

(c)“Cause” has the meaning given to that term in any written employment agreement, offer letter or severance agreement between the Employer and the Participant, or if no such agreement exists or if such term is not defined therein, and unless otherwise defined in the Grant Instrument, Cause means a finding by the Committee that the Participant (i) has breached his or her employment or service contract with the Employer, (ii) has engaged in disloyalty to the Employer, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (iii) has disclosed trade secrets or confidential information of the Employer to Persons not entitled to receive such information, (iv) has breached any written non-competition, non-solicitation, invention assignment or confidentiality agreement between the Participant and the Employer or (v) has engaged in such other behavior detrimental to the interests of the Employer as the Committee determines.

(d)“CEO” means the Chief Executive Officer of the Company.

(e)“Change of Control”, unless otherwise set forth in a Grant Instrument, shall be deemed to have occurred if:

(i)Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a direct or indirect subsidiary of another Person and in which the stockholders of the Company, immediately prior to the

transaction, will beneficially own, immediately after the transaction, shares of such other Person representing more than 50% of the voting power of the then outstanding securities of such other Person;

(ii)The consummation of (A) a merger or consolidation of the Company with another Person where, immediately after the merger or consolidation, the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, in substantially the same proportion as ownership immediately prior to the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving Person would be entitled in the election of directors, or where the members of the Board, immediately prior to the merger or consolidation, will not, immediately after the merger or consolidation, constitute a majority of the board of directors of the surviving Person or (B) a sale or other disposition of all or substantially all of the assets of the Company;

(iii)A change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections, or threatened election contests, for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination; or

(iv)The consummation of a complete dissolution or liquidation of the Company.

The Committee may modify the definition of Change of Control for a particular Grant as the Committee deems appropriate to comply with 409A or otherwise. Notwithstanding the foregoing, if a Grant constitutes deferred compensation subject to 409A and the Grant provides for payment upon a Change of Control, then, for purposes of such payment provisions, no Change of Control shall be deemed to have occurred upon an event described in items (i) – (iv) above unless the event would also constitute a change in ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under 409A.

(f)“Class A Stock” means the Class A common stock, par value $0.0001 per share, of the Company.

(g)“Class B Stock” means the Class B common stock, par value $0.0001 per share, of the Company.

(h)“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

(i)“Committee” means the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan and to the extent the Board does not appoint a committee, the Board can serve as the Committee. The Committee shall consist of directors who are “non-employee directors” as defined under Rule 16b-3 promulgated under the Exchange Act and “independent directors,” as determined in accordance with the independence standards established by the stock exchange on which the Class A Stock is at the time primarily traded.

(j)“Disability” or “Disabled” means, unless otherwise set forth in the Grant Instrument, a Participant’s becoming disabled within the meaning of the Employer’s long-term disability plan applicable to the Participant.

(k)“Dividend Equivalent” means an amount determined by multiplying the number of shares of Class A Stock subject to a Stock Unit or Other Stock-Based Award by the per-share cash dividend paid by the Company on its outstanding Class A Stock, or the per-share Fair Market Value of any dividend paid on its outstanding Class A Stock in consideration other than cash. If interest is credited on accumulated divided equivalents, the term “Dividend Equivalent” shall include the accrued interest.

(l)“Effective Date” means the effective date of the consummation of the merger contemplated by the Merger Agreement, subject to approval of the Plan by the stockholders of the Company.

(m)“Employed by, or providing service to, the Employer” or “Employed by, or provide service to, the Employer” means employment or service as an Employee, Key Advisor or member of the Board (so that, for purposes of exercising Options and SARs and satisfying conditions with respect to Stock Awards, Stock Units, and Other Stock-Based Awards, a Participant shall not be considered to have terminated employment or service until the Participant ceases to be an Employee, Key Advisor and member of the Board), unless the Committee determines otherwise. If a Participant’s relationship is with a subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant will be deemed to cease employment or service when the entity ceases to be a subsidiary of the Company, unless the Participant transfers employment or service to an Employer.

(n)“Employee” means an employee of the Employer (including an officer or director who is also an employee), but excluding any person who is classified by the Employer as a “contractor” or “consultant,” no matter how characterized by the Internal Revenue Service, other governmental agency or a court. Any change of characterization of an individual by the Internal Revenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes of this Plan, unless the Committee determines otherwise.

(o)“Employer” means the Company and its subsidiaries.

(p)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q)“Exercise Price” means the per share price at which shares of Class A Stock may be purchased under an Option, as designated by the Committee.

(r)“Fair Market Value” means:

(i)For so long as the Class A Stock is publicly traded, the Fair Market Value per share shall be determined as follows: (A) if the principal trading market for the Class A Stock is a national securities exchange, the closing sales price during regular trading hours on the relevant date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (B) if the Class A Stock is not principally traded on any such exchange, the last reported sale price of a share of Class A Stock during regular trading hours on the relevant date, as reported by the OTC Bulletin Board.

(ii)If the Class A Stock is not publicly traded or, if publicly traded, is not subject to reported transactions as set forth above, the Fair Market Value per share shall be determined by the Committee through any reasonable valuation method authorized under the Code.

(s)“GAAP” means United States generally accepted accounting principles.

(t)“Grant” means an Option, SAR, Stock Award, Stock Unit or Other Stock-Based Award granted under the Plan.

(u)“Grant Instrument” means the written agreement that sets forth the terms and conditions of a Grant, including all amendments thereto.

(v)“Incentive Stock Option” means an Option that is intended to meet the requirements of an incentive stock option under Section 422 of the Code.

(w)“Key Advisor” means a consultant or advisor of the Employer who provides bona fide services to the Employer as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act of 1933, as amended.

(x)“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of April 19, 2021, by and among the Company, Roman Parent Merger Sub, LLC, a Delaware limited liability company, CompoSecure Holdings, L.L.C., a Delaware limited liability company, and certain other persons named therein and party thereto.

(y)“Non-Employee Director” means a member of the Board who is not an Employee.

(z)“Nonqualified Stock Option” means an Option that is not intended to be taxed as an incentive stock option under Section 422 of the Code.

(aa)“Option” means an option to purchase shares of Class A Stock, as described in Section 6.

(ab)“Other Stock-Based Award” means any Grant based on, measured by or payable in Class A Stock (other than an Option, Stock Unit, Stock Award, or SAR), as described in Section 10.

(ac)“Participant” means an Employee, Key Advisor or Non-Employee Director designated by the Committee to participate in the Plan.

(ad)“Performance Goals” means performance goals that may include, but are not limited to, one or more of the following criteria: cash flow; free cash flow; earnings (including gross margin, earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation, amortization and charges for stock-based compensation, earnings before interest, taxes, depreciation and amortization, adjusted earnings before interest, taxes, depreciation and amortization and net earnings); earnings per share; growth in earnings or earnings per share; book value growth; stock price; return on equity or average stockholder equity; total stockholder return or growth in total stockholder return either directly or in relation to a comparative group; return on capital; return on assets or net assets; revenue, growth in revenue or return on sales; sales;

expense reduction or expense control; expense to revenue ratio; income, net income or adjusted net income; operating income, net operating income, adjusted operating income or net operating income after tax; operating profit or net operating profit; operating margin; gross profit margin; return on operating revenue or return on operating profit; regulatory filings; regulatory approvals, litigation and regulatory resolution goals; other operational, regulatory or departmental objectives; budget comparisons; growth in stockholder value relative to established indexes, or another peer group or peer group index; development and implementation of strategic plans and/or organizational restructuring goals; development and implementation of risk and crisis management programs; improvement in workforce diversity; compliance requirements and compliance relief; safety goals; productivity goals; workforce management and succession planning goals; economic value added (including typical adjustments consistently applied from generally accepted accounting principles required to determine economic value added performance measures); measures of customer satisfaction, employee satisfaction or staff development; development or marketing collaborations, formations of joint ventures or partnerships or the completion of other similar transactions intended to enhance the Company’s revenue or profitability or enhance its customer base; merger and acquisitions; and other similar criteria as determined by the Committee. Performance Goals applicable to a Grant shall be determined by the Committee, and may be established on an absolute or relative basis and may be established on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments. Relative performance may be measured against a group of peer companies, a financial market index or other objective and quantifiable indices.

(ae)“Person” means any natural person, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.

(af)“Restriction Period” has the meaning given that term in Section A.7(a).

(ag)“SAR” means a stock appreciation right, as described in Section 9.

(ah)“Stock Award” means an award of Class A Stock, as described in Section 7.

(ai)“Stock Unit” means an award of a phantom unit representing a share of Class A Stock, as described in Section 8.

(aj)“Substitute Awards” has the meaning given that term in Section 4(c).

Section 2.Administration

(a)Committee. The Plan shall be administered and interpreted by the Committee; provided, however, that any Grants to members of the Board must be authorized by a majority of the Board (counting all Board members for purposes of a quorum, but only non-interested Board members for purposes of such majority approval). The Committee may delegate authority to one or more subcommittees, as it deems appropriate. Subject to compliance with applicable law and the applicable stock exchange rules, the Board, in its discretion, may perform any action of the Committee hereunder in any individual instance (without any need for any formal assumption of authority from the Committee). To the extent that the Board, a subcommittee or the CEO, as described

below administers the Plan, references in the Plan to the “Committee” shall be deemed to refer to the Board or such subcommittee or the CEO.

(b)Delegation to CEO. Subject to compliance with applicable law and applicable stock exchange requirements, including Section 157(c) of the Delaware General Corporation Law, the Committee may delegate all or part of its authority and power to the CEO, as it deems appropriate, with respect to Grants to Employees or Key Advisors who are not executive officers under Section 16 of the Exchange Act.

(c)Committee Authority. The Committee shall have the sole authority to (i) determine the individuals to whom Grants shall be made under the Plan, (ii) determine the type, size, terms and conditions of the Grants to be made to each such individual, (iii) determine the time when the Grants will be made and the duration of any applicable exercise period or Restriction Period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued Grant, subject to the provisions of Section 17 below, (v) determine and adopt terms, guidelines, and provisions, not inconsistent with the Plan and applicable law, that apply to individuals residing outside of the United States who receive Grants under the Plan, and (vi) deal with any other matters arising under the Plan.

(d)Committee Determinations. The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding on all Persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.

(e)Indemnification. No member of the Committee or the Board, and no employee of the Company shall be liable for any act or failure to act with respect to the Plan, except in circumstances involving his or her bad faith or willful misconduct, or for any act or failure to act hereunder by any other member of the Committee or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated. The Company shall indemnify members of the Committee and the Board and any agent of the Committee or the Board who is an employee of the Company or a subsidiary against any and all liabilities or expenses to which they may be subjected by reason of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such Person’s bad faith or willful misconduct.

Section 3.Grants

Grants under the Plan may consist of Options as described in Section 6, Stock Awards as described in Section 7, Stock Units as described in Section 8, SARs as described in Section 9, and Other Stock-Based Awards as described in Section 10. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in the Grant Instrument. All Grants shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee shall

be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Grant. Grants under a particular Section of the Plan need not be uniform as among the Participants.

Section 4.Shares Subject to the Plan

(a)Shares Authorized. Subject to adjustment as described below in Sections 4(b) and 4(e) below, the aggregate number of shares of Class A Stock that may be issued or transferred under the Plan shall be 8,987,609 shares of Class A Stock plus the number of shares of Class A Stock underlying grants issued under the Company’s existing Amended and Restated Equity Compensation Plan that expire, terminate or are otherwise forfeited without being exercised. The aggregate number of shares of Class A Stock that may be issued or transferred under the Plan pursuant to Incentive Stock Options shall not exceed 8,987,609 shares of Class A Stock. Commencing with the first business day of each calendar year beginning in 2022, the aggregate number of shares of Class A Stock that may be issued or transferred under the Plan shall be increased by, (x) an amount of shares of Class A Stock equal to 4% of the aggregate number of shares of Class A Stock and Class B Stock outstanding as of the last day of the immediately preceding calendar year, or (y) such lesser number of shares of Class A Stock as may be determined by the Committee.

(b)Source of Shares; Share Counting. Shares issued or transferred under the Plan may be authorized but unissued shares of Class A Stock or reacquired shares of Class A Stock, including shares purchased by the Company on the open market for purposes of the Plan. If and to the extent Options or SARs granted under the Plan, expire or are canceled, forfeited, exchanged or surrendered without having been exercised, or if any Stock Awards, Stock Units or Other Stock-Based Awards are forfeited, terminated or otherwise not paid in full, the shares subject to such Grants shall again be available for purposes of the Plan. If shares of Class A Stock otherwise issuable under the Plan are surrendered in payment of the Exercise Price of an Option, then the number of shares of Class A Stock available for issuance under the Plan shall be reduced only by the net number of shares actually issued by the Company upon such exercise and not by the gross number of shares as to which such Option is exercised. Upon the exercise of any SAR under the Plan, the number of shares of Class A Stock available for issuance under the Plan shall be reduced by only by the net number of shares actually issued by the Company upon such exercise. If shares of Class A Stock otherwise issuable under the Plan are withheld by the Company in satisfaction of the withholding taxes incurred in connection with the issuance, vesting or exercise of any Grant or the issuance of Class A Stock thereunder, then the number of shares of Class A Stock available for issuance under the Plan shall be reduced by the net number of shares issued, vested or exercised under such Grant, calculated in each instance after payment of such share withholding. To the extent any Grants are paid in cash, and not in shares of Class A Stock, any shares previously subject to such Grants shall again be available for issuance or transfer under the Plan. For the avoidance of doubt, if shares are repurchased by the Company on the open market with the proceeds of the Exercise Price of Options, such shares may not again be made available for issuance under the Plan.

(c)Substitute Awards. Shares issued or transferred under Grants made pursuant to an assumption, substitution or exchange for previously granted awards of a company acquired by the Company in a transaction (“Substitute Awards”) shall not reduce the number of shares of Class A Stock available under the Plan and available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Grants under the Plan and shall not

reduce the Plan’s share reserve (subject to applicable stock exchange listing and Code requirements).

(d)Individual Limits for Non-Employee Directors. Subject to adjustment as described below in Section 4(e), the maximum aggregate grant date value of shares of Class A Stock subject to Grants granted to any Non-Employee Director during any calendar year, taken together with any cash fees earned by such Non-Employee Director for services rendered during the calendar year, shall not exceed $350,000 in total value; provided, however, that with respect to the year during which the Non-Employee Director is first appointed or elected to the Board, the maximum aggregate grant date value of shares of Class A Stock granted to such Non-Employee Director during the initial annual period, taken together with any cash fees earned by such Non-Employee Director for services rendered during such period, shall not exceed $750,000 in total value during the initial annual period. For purposes of this limit, the value of such Grants shall be calculated based on the grant date fair value of such Grants for financial reporting purposes.

(e)Adjustments. If there is any change in the number or kind of shares of Class A Stock outstanding by reason of (i) a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) a merger, reorganization or consolidation, (iii) a reclassification or change in par value, or (iv) any other extraordinary or unusual event affecting the outstanding Class A Stock as a class without the Company’s receipt of consideration, or if the value of outstanding shares of Class A Stock is substantially reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number and kind of shares of Class A Stock available for issuance under the Plan, the maximum amount of Grants which a Non-Employee Director may receive in any year, the number and kind of shares covered by outstanding Grants, the number and kind of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of, the issued shares of Class A Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In addition, in the event of a Change of Control, the provisions of Section 12 shall apply. Any adjustments to outstanding Grants shall be consistent with Section 409A or Section 424 of the Code, to the extent applicable. The adjustments of Grants under this Section 4(e) shall include adjustment of shares, Exercise Price of Stock Options, base amount of SARs, Performance Goals or other terms and conditions, as the Committee deems appropriate. The Committee shall have the sole discretion and authority to determine what appropriate adjustments shall be made and any adjustments determined by the Committee shall be final, binding and conclusive.

Section 5.Eligibility for Participation

(a)Eligible Persons. All Employees and Non-Employee Directors shall be eligible to participate in the Plan. Key Advisors shall be eligible to participate in the Plan if the Key Advisors render bona fide services to the Employer, the services are not in connection with the offer and sale of securities in a capital-raising transaction and the Key Advisors do not directly or indirectly promote or maintain a market for the Company’s securities.

(b)Selection of Participants. The Committee shall select the Employees, Non-Employee Directors and Key Advisors to receive Grants and shall

determine the number of shares of Class A Stock subject to a particular Grant in such manner as the Committee determines.

Section 6.Options

The Committee may grant Options to an Employee, Non-Employee Director or Key Advisor upon such terms as the Committee deems appropriate. The following provisions are applicable to Options:

(a)Number of Shares. The Committee shall determine the number of shares of Class A Stock that will be subject to each Grant of Options to Employees, Non-Employee Directors and Key Advisors.

(b)Type of Option and Exercise Price.

(i)The Committee may grant Incentive Stock Options or Nonqualified Stock Options or any combination of the two, all in accordance with the terms and conditions set forth herein. Incentive Stock Options may be granted only to employees of the Company or its parent or subsidiary corporations, as defined in Section 424 of the Code. Nonqualified Stock Options may be granted to Employees, Non-Employee Directors and Key Advisors.

(ii)The Exercise Price of Class A Stock subject to an Option shall be determined by the Committee and shall be equal to or greater than the Fair Market Value of a share of Class A Stock on the date the Option is granted. However, an Incentive Stock Option may not be granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary corporation of the Company, as defined in Section 424 of the Code, unless the Exercise Price per share is not less than 110% of the Fair Market Value of a share of Class A Stock on the date of grant.

(c)Option Term. The Committee shall determine the term of each Option. The term of any Option shall not exceed ten years from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary corporation of the Company, as defined in Section 424 of the Code, may not have a term that exceeds five years from the date of grant. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (other than an Incentive Stock Option), the exercise of the Option is prohibited by applicable law, including a prohibition on purchases or sales of Class A Stock under the Company’s insider trading policy, the term of the Option shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise.

(d)Exercisability of Options. Options shall become exercisable in accordance with such terms and conditions, consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding Options at any time for any reason.

(e)Grants to Non-Exempt Employees. Notwithstanding the foregoing, Options granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such Options may become exercisable, as determined by the

Committee, upon the Participant’s death, Disability or retirement, or upon a Change of Control or other circumstances permitted by applicable regulations).

(f)Termination of Employment or Service. Except as provided in the Grant Instrument, an Option may only be exercised while the Participant is Employed by, or providing services to, the Employer. The Committee shall determine in the Grant Instrument under what circumstances and during what time periods a Participant may exercise an Option after termination of employment or service.

(g)Exercise of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to the Company. The Participant shall pay the Exercise Price for an Option as specified by the Committee (i) in cash, (ii) unless the Committee determines otherwise, by delivering shares of Class A Stock owned by the Participant and having a Fair Market Value on the date of exercise at least equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of shares of Class A Stock having a Fair Market Value on the date of exercise at least equal to the Exercise Price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Committee and solely with respect to Nonqualified Stock Options, by withholding shares of Class A Stock subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to the Exercise Price, or (v) by such other method as the Committee may approve. Shares of Class A Stock used to exercise an Option shall have been held by the Participant for the requisite period of time necessary to avoid adverse accounting consequences to the Company with respect to the Option. Payment for the shares to be issued or transferred pursuant to the Option, and any required withholding taxes, must be received by the Company by the time specified by the Committee depending on the type of payment being made, but in all cases prior to the issuance or transfer of such shares.

(h)Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the Class A Stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option.

Section 7.Stock Awards

The Committee may issue or transfer shares of Class A Stock to an Employee, Non-Employee Director or Key Advisor under a Stock Award, upon such terms as the Committee deems appropriate. The following provisions are applicable to Stock Awards:

(a)General Requirements. Shares of Class A Stock issued or transferred pursuant to Stock Awards may be issued or transferred for consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may, but shall not be required to, establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including, without limitation, restrictions based on the achievement of specific Performance Goals. The period of time during which the Stock Awards will remain subject to restrictions will be designated in the Grant Instrument as the “Restriction Period.”

(b)Number of Shares. The Committee shall determine the number of shares of Class A Stock to be issued or transferred pursuant to a Stock Award and the restrictions applicable to such shares.

(c)Requirement of Employment or Service. If the Participant ceases to be Employed by, or provide service to, the Employer during a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Stock Award shall terminate as to all shares covered by the Grant as to which the restrictions have not lapsed, and those shares of Class A Stock must be immediately returned to the Company. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.

(d)Restrictions on Transfer and Legend on Stock Certificate. During the Restriction Period, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of a Stock Award except under Section 15. Unless otherwise determined by the Committee, the Company will retain possession of certificates for shares of Stock Awards until all restrictions on such shares have lapsed. Each certificate for a Stock Award, unless held by the Company, shall contain a legend giving appropriate notice of the restrictions in the Grant. The Participant shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Stock Awards until all restrictions on such shares have lapsed.

(e)Right to Vote and to Receive Dividends. Unless the Committee determines otherwise, during the Restriction Period, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares, subject to any restrictions deemed appropriate by the Committee, including, without limitation, the achievement of specific Performance Goals. Dividends with respect to Stock Awards that vest based on performance shall vest if and to the extent that the underlying Stock Award vests, as determined by the Committee. Dividends with respect to stock awards that are time-vested shall vest as determined by the Committee.

(f)Lapse of Restrictions. All restrictions imposed on Stock Awards shall lapse upon the expiration of the applicable Restriction Period and the satisfaction of all conditions, if any, imposed by the Committee. The Committee may determine, as to any or all Stock Awards, that the restrictions shall lapse without regard to any Restriction Period.

Section 8.Stock Units

The Committee may grant Stock Units, each of which shall represent one hypothetical share of Class A Stock, to an Employee, Non-Employee Director or Key Advisor upon such terms and conditions as the Committee deems appropriate. The following provisions are applicable to Stock Units:

(a)Crediting of Units. Each Stock Unit shall represent the right of the Participant to receive a share of Class A Stock or an amount of cash based on the value of a share of Class A Stock, if and when specified conditions are met. All Stock Units shall be credited to bookkeeping accounts established on the Company’s records for purposes of the Plan.

(b)Terms of Stock Units. The Committee may grant Stock Units that vest and are payable if specified Performance Goals or other conditions are met, or under other circumstances. Stock Units may be paid at the end of a specified performance period or other period, or payment may be deferred to a date authorized by the Committee. The Committee may accelerate vesting or payment, as to any or all Stock Units at any time for any reason, provided such acceleration complies with 409A. The Committee shall determine the number of Stock Units to be granted and the requirements applicable to such Stock Units.

(c)Requirement of Employment or Service. If the Participant ceases to be Employed by, or provide service to, the Employer prior to the vesting of Stock Units, or if other conditions established by the Committee are not met, the Participant’s Stock Units shall be forfeited. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.

(d)Payment With Respect to Stock Units. Payments with respect to Stock Units shall be made in cash, Class A Stock or any combination of the foregoing, as the Committee shall determine.

Section 9.Stock Appreciation Rights

The Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem with any Option. The following provisions are applicable to SARs:

(a)General Requirements. The Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem with any Option (for all or a portion of the applicable Option). Tandem SARs may be granted either at the time the Option is granted or at any time thereafter while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the time of the grant of the Incentive Stock Option. The Committee shall establish the base amount of the SAR at the time the SAR is granted. The base amount of each SAR shall be equal to or greater than the Fair Market Value of a share of Class A Stock as of the date of grant of the SAR. The term of any SAR shall not exceed ten years from the date of grant. Notwithstanding the foregoing, in the event that on the last business day of the term of a SAR, the exercise of the SAR is prohibited by applicable law, including a prohibition on purchases or sales of Class A Stock under the Company’s insider trading policy, the term shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise.

(b)Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Participant that shall be exercisable during a specified period shall not exceed the number of shares of Class A Stock that the Participant may purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARs relating to the Class A Stock covered by such Option shall terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Class A Stock.

(c)Exercisability. A SAR shall be exercisable during the period specified by the Committee in the Grant Instrument and shall be subject to such vesting and other restrictions as may be specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason. SARs may only be exercised while the Participant is employed by, or providing service

to, the Employer or during the applicable period after termination of employment or service as specified by the Committee. A tandem SAR shall be exercisable only during the period when the Option to which it is related is also exercisable.

(d)Grants to Non-Exempt Employees. Notwithstanding the foregoing, SARs granted to persons who are non-exempt employees under the Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such SARs may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon a Change of Control or other circumstances permitted by applicable regulations).

(e)Value of SARs. When a Participant exercises SARs, the Participant shall receive in settlement of such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised. The stock appreciation for a SAR is the amount by which the Fair Market Value of the underlying Class A Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in subsection (a).

(f)Form of Payment. The appreciation in a SAR shall be paid in shares of Class A Stock, cash or any combination of the foregoing, as the Committee shall determine. For purposes of calculating the number of shares of Class A Stock to be received, shares of Class A Stock shall be valued at their Fair Market Value on the date of exercise of the SAR.

Section 10.Other Stock-Based Awards

The Committee may grant Other Stock-Based Awards, which are awards (other than those described in Sections 6 through 9) that are based on or measured by Class A Stock, to any Employee, Non-Employee Director or Key Advisor, on such terms and conditions as the Committee shall determine. Other Stock-Based Awards may be awarded subject to the achievement of Performance Goals or other criteria or other conditions and may be payable in cash, Class A Stock or any combination of the foregoing, as the Committee shall determine.

Section 11.Dividend Equivalents

The Committee may grant Dividend Equivalents in connection with Stock Units or Other Stock-Based Awards. Dividend Equivalents may be paid currently or accrued as contingent cash obligations and may be payable in cash or shares of Class A Stock, and upon such terms and conditions as the Committee shall determine. Dividend Equivalents with respect to Stock Units or Other Stock-Based Awards that vest based on performance shall vest and be paid only if and to the extent the underlying Stock Units or Other Stock-Based Awards vest and are paid, as determined by the Committee.

Section 12.Consequences of a Change of Control

(a)Assumption of Outstanding Grants. Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Grants that are not exercised or paid at the time of the Change of Control shall be assumed by, or replaced with grants (with respect to cash, securities, or a combination thereof) that have

comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation). An assumption or substitution of any Grants shall be done in a manner consistent with the provisions of Sections 409A and, if applicable, 424 of the Code. After a Change of Control, references to the “Company” or “Employer” as they relate to employment matters shall include the successor employer in the transaction, subject to applicable law.

(b)Other Alternatives. In the event of a Change of Control, if any outstanding Grants are not assumed by, or replaced with grants that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may (but is not obligated to) make adjustments to the terms and conditions of outstanding Grants, including, without limitation, taking any of the following actions (or combination thereof) with respect to any or all outstanding Grants, without the consent of any Participant: (i) the Committee may determine that outstanding Stock Options and SARs shall automatically accelerate and become fully exercisable and the restrictions and conditions on outstanding Stock Awards, Stock Units and Dividend Equivalents shall immediately lapse; (ii) the Committee may determine that Participants shall receive a payment in settlement of outstanding Stock Units or Dividend Equivalents, in such amount and form as may be determined by the Committee; (iii) the Committee may require that Participants surrender their outstanding Stock Options and SARs in exchange for a payment by the Company, in cash or Class A Stock as determined by the Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the shares of Class A Stock subject to the Participant’s unexercised Stock Options and SARs exceeds the Stock Option Exercise Price or SAR base amount, and (iv) after giving Participants an opportunity to exercise all of their outstanding Stock Options and SARs, the Committee may terminate any or all unexercised Stock Options and SARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change of Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the Class A Stock does not exceed the per share Stock Option Exercise Price or SAR base amount, as applicable, the Company shall not be required to make any payment to the Participant upon surrender of the Stock Option or SAR and shall have the right to cancel any such Stock Option or SAR for no consideration.

Section 13.Deferrals

The Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to such Participant in connection with any Grant. If any such deferral election is permitted or required, the Committee shall establish rules and procedures for such deferrals and may provide for interest or other earnings to be paid on such deferrals. The rules and procedures for any such deferrals shall be consistent with applicable requirements of 409A.

Section 14.Withholding of Taxes

(a)Required Withholding. All Grants under the Plan shall be subject to applicable United States federal (including taxes under the Federal Insurance Contributions Act (“FICA”)), state and local, foreign country or other tax withholding requirements. The Employer may require that the Participant or other person receiving Grants or exercising Grants pay to the Employer an amount sufficient to satisfy such tax withholding requirements with respect to such Grants, or the Employer may deduct from

other wages and compensation paid by the Employer the amount of any withholding taxes due with respect to such Grants.

(b)Share Withholding. The Committee may permit or require the Employer’s tax withholding obligation with respect to Grants paid in Class A Stock to be satisfied by having shares withheld up to an amount that does not exceed the Participant’s applicable withholding tax rate for United States federal (including FICA), state and local, foreign country or other tax liabilities. The Committee may, in its discretion, and subject to such rules as the Committee may adopt, allow Participants to elect to have such share withholding applied to all or a portion of the tax withholding obligation arising in connection with any particular Grant. Unless the Committee determines otherwise, share withholding for taxes shall not exceed the Participant’s minimum applicable tax withholding amount. Notwithstanding the foregoing, in no event will shares withheld to pay applicable taxes be withheld in excess of the amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid adverse financial accounting treatment).

Section 15.Transferability of Grants

(a)Nontransferability of Grants. Except as described in subsection (b) below, only the Participant may exercise rights under a Grant during the Participant’s lifetime. A Participant may not transfer those rights except (i) by will or by the laws of descent and distribution or (ii) with respect to Grants other than Incentive Stock Options, pursuant to a domestic relations order. When a Participant dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights. Any such successor must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Participant’s will or under the applicable laws of descent and distribution.

(b)Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument, that a Participant may transfer Nonqualified Stock Options to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with the applicable securities laws, according to such terms as the Committee may determine; provided that the Participant receives no consideration for the transfer of an Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer.

Section 16.Requirements for Issuance or Transfer of Shares

No Class A Stock shall be issued or transferred in connection with any Grant hereunder unless and until all legal requirements applicable to the issuance or transfer of such Class A Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to condition any Grant on the Participant’s undertaking in writing to comply with such restrictions on his or her subsequent disposition of the shares of Class A Stock as the Committee shall deem necessary or advisable, and certificates representing such shares (or book entries evidencing such shares) may be legended (or notated) to reflect any such restrictions. Certificates or book entries representing shares of Class A Stock issued or transferred under the Plan may be subject to such stop-transfer orders and other restrictions as the Committee deems appropriate to comply with

applicable laws, regulations and interpretations, including any requirement that a legend or notation be placed thereon.

Section 17.Amendment and Termination of the Plan

(a)Amendment. The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without stockholder approval if such approval is required in order to comply with the Code or other applicable law, or to comply with applicable stock exchange requirements.

(b)No Repricing of Options or SARs. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Class A Stock, other securities or property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of Class A Stock or other securities, or similar transactions), the Company may not, without obtaining stockholder approval, (i) amend the terms of outstanding Stock Options or SARs to reduce the Exercise Price of such outstanding Stock Options or base price of such SARs, (ii) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs with an Exercise Price or base price, as applicable, that is less than the Exercise Price or base price of the original Stock Options or SARs, or (iii) cancel outstanding Stock Options or SARs with an Exercise Price or base price, as applicable, above the current stock price in exchange for cash or other securities.

(c)Termination of Plan. The Plan shall terminate on the day immediately preceding the tenth anniversary of its Effective Date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.

(d)Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a Participant with respect to such Grant unless the Participant consents or unless the Committee acts under Section 18(f). The termination of the Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 18(f) or may be amended by agreement of the Company and the Participant consistent with the Plan.

Section 18.Miscellaneous

(a)Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in the Plan shall be construed to (i) limit the right of the Committee to make Grants under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees, or (ii) limit the right of the Company to grant stock options or make other awards outside of the Plan. The Committee may make a Grant to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving the Company, in substitution for a stock option or stock awards grant made by such corporation. Notwithstanding anything in the Plan to the contrary, the Committee may establish such terms and conditions of the new Grants as it deems appropriate, including setting the Exercise Price of Options or the base

price of SARs at a price necessary to retain for the Participant the same economic value as the prior options or rights.

(b)Governing Document. The Plan shall be the controlling document. No other statements, representations, explanatory materials or examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its successors and assigns.

(c)Funding of the Plan. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any Grants under the Plan.

(d)Rights of Participants. Nothing in the Plan shall entitle any Employee, Non-Employee Director, Key Advisor or other person to any claim or right to receive a Grant under the Plan. Any Grant under the Plan shall be a one-time award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future Grants under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Employer or any other employment rights.

(e)No Fractional Shares. No fractional shares of Class A Stock shall be issued or delivered pursuant to the Plan or any Grant. Except as otherwise provided under the Plan, the Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(f)Compliance with Law.

(i)The Plan, the exercise of Options and SARs and the obligations of the Company to issue or transfer shares of Class A Stock under Grants shall be subject to all applicable laws and regulations, and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that Incentive Stock Options comply with the applicable provisions of Section 422 of the Code, and that, to the extent applicable, Grants comply with the requirements of 409A. To the extent that any legal requirement of Section 16 of the Exchange Act, 409A or Section 422 of the Code as set forth in the Plan ceases to be required under Section 16 of the Exchange Act, 409A or Section 422 of the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Participants. The Committee may, in its sole discretion, agree to limit its authority under this Section.

(ii)The Plan is intended to comply with the requirements of 409A, to the extent applicable. Each Grant shall be construed and administered such that the Grant either (A) qualifies for an exemption from the requirements of 409A or (B) satisfies the requirements of 409A. If a Grant is subject to 409A, (I) distributions shall only be made in a manner and upon an event permitted under 409A, (II) payments to be made upon a termination of employment or service shall only be made upon a “separation from service” under 409A, (III) unless the Grant specifies otherwise, each installment payment shall be treated as a separate payment for purposes of 409A, and (IV) in no

event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with 409A.

(iii)Any Grant that is subject to 409A and that is to be distributed to a Key Employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the date of the Participant’s separation from service, if required by 409A. If a distribution is delayed pursuant to 409A, the distribution shall be paid within 15 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination of Key Employees, including the number and identity of persons considered Key Employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of 409A.

(iv)Notwithstanding anything in the Plan or any Grant agreement to the contrary, each Participant shall be solely responsible for the tax consequences of Grants under the Plan, and in no event shall the Company or any subsidiary or affiliate of the Company have any responsibility or liability if a Grant does not meet any applicable requirements of 409A. Although the Company intends to administer the Plan to prevent taxation under 409A, the Company does not represent or warrant that the Plan or any Grant complies with any provision of federal, state, local or other tax law.

(g)Establishment of Subplans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Committee’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Employer shall not be required to provide copies of any supplement to Participants in any jurisdiction that is not affected.

(h)Clawback Rights. Subject to the requirements of applicable law, the Committee may provide in any Grant Instrument that, if a Participant breaches any restrictive covenant agreement between the Participant and the Employer (which may be set forth in any Grant Instrument) or otherwise engages in activities that constitute Cause either while employed by, or providing service to, the Employer or within a specified period of time thereafter, all Grants held by the Participant shall terminate, and the Company may rescind any exercise of an Option or SAR and the vesting of any other Grant and delivery of shares upon such exercise or vesting (including pursuant to dividends and Dividend Equivalents), as applicable on such terms as the Committee shall determine, including the right to require that in the event of any such rescission, (i) the Participant shall return to the Company the shares received upon the exercise of any Option or SAR and/or the vesting and payment of any other Grant (including pursuant to dividends and Dividend Equivalents) or, (ii) if the Participant no longer owns the shares, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of any sale or other disposition of the shares (or, in the event the Participant transfers the shares by gift or otherwise without consideration, the Fair Market Value of the shares on the date of the breach of the restrictive covenant agreement (including a Participant’s Grant Instrument containing restrictive covenants) or activity constituting Cause), net of the price originally paid by the Participant for the shares.

Payment by the Participant shall be made in such manner and on such terms and conditions as may be required by the Committee. The Employer shall be entitled to set off against the amount of any such payment any amounts otherwise owed to the Participant by the Employer. In addition, all Grants under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Board from time to time.

(i)Governing Law; Jurisdiction. The validity, construction, interpretation and effect of the Plan and Grant Instruments issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any action arising out of, or relating to, any of the provisions of the Plan and Grants made hereunder shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware, and the jurisdiction of such court in any such proceeding shall be exclusive.

Document

Exhibit 10.42

AMENDED AND RESTATED GPGI, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

(Amended and Restated Effective as of September 23, 2025)

GPGI, Inc. (the “Company”) believes that the granting of cash and equity compensation to the members of its Board of Directors (the “Board”) represents an effective tool to attract, retain, and reward such members of the Board who are not employees of the Company (each, a “Non-Employee Director” and, collectively, the “Non-Employee Directors”) and who are eligible to receive such compensation, as provided herein. This Non-Employee Director Compensation Policy (the “Policy”) has been adopted by the Board to formalize the Company’s policy regarding compensation that may be paid to the eligible Non-Employee Directors, which compensation will include both cash compensation and equity awards granted in accordance with the provisions of the Company’s 2021 Incentive Equity Plan (as may be amended from time to time, the “Plan”). The Compensation Committee of the Board or those persons or bodies to whom administration of the Plan, or part of the Plan, has been delegated as permitted by applicable law, regulations, the applicable stock exchange rules and in accordance with the Plan (the “Administrator”) shall have full power and authority to administer this Policy. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such terms in the Plan.

A.General

1.Eligibility. The cash and equity-based compensation described in this Policy (other than as provided in Section E hereof) shall be paid or be made, as applicable, automatically and without further action of the Board, to each Covered Director. For purposes of this Policy, “Covered Director” means any member of the Board who is not an employee, independent contractor or consultant of the Company or any of its subsidiaries (other than an individual who is an independent contractor or consultant of the Company solely by virtue of being a member of the Board). For the avoidance of doubt, the term “Covered Directors” does not include any Non-Employee Directors who are prohibited by a contractual obligation or employment policy from receiving compensation for their service on the Board, or who have otherwise notified the Company that they have declined to receive all or any portion of their compensation for their service on the Board.

2.Responsibility for Taxes. Each Covered Director will be solely responsible for any tax obligations incurred by such Covered Director as a result of any cash payments and/or equity awards that such Covered Director receives pursuant to this Policy.

B.Cash Compensation

1.Annual Board Retainer. Each Covered Director shall be paid an annual cash retainer of $50,000 (the “Annual Board Retainer”).

2.Annual Committee Chair Retainer. A Covered Director shall be paid an annual cash retainer for Committee chair service (the “Annual Committee Chair Retainer”), as follows:

a.Audit Committee Chair: $25,000.

b.Compensation Committee Chair: $15,000.

c.Nominating/Governance Committee Chair: $10,000.

For the avoidance of doubt, there are no per-meeting attendance fees for attending Board or Board committee meetings.

3.Timing of Payments. The Annual Board Retainer and Annual Committee Chair Retainer will be paid quarterly in arrears.

C.Equity Compensation

Covered Directors generally shall be entitled to receive all types of equity awards (except Incentive Stock Options) under the Plan (or any equity plan properly adopted by the Company and approved by the Company’s stockholders as may be in place at the time of such grant), including awards not specifically covered under this Policy. All grants of awards to Covered Directors pursuant to this Section C shall be granted on an automatic and nondiscretionary basis, in accordance with the following provisions and the applicable provisions of the Plan and shall be evidenced by an award agreement.

1.Annual Equity Awards.

a.Annual Equity Award. Each calendar year, effective as of the date of the annual meeting of the Company’s stockholders (the “Annual Meeting”), each Covered Director who either (I) has been nominated by the Board to be elected as a Director at such Annual Meeting, or (II) has a term of service extending beyond the date of such Annual Meeting, automatically will be granted an option to purchase shares of the Company’s Class A Common Stock (the “Common Stock”), par value $0.0001 per share (an “Option”), with a Fair Market Value (as defined below) of $250,000 (the “Annual Equity Award”) effective as of such Annual Meeting. Notwithstanding the foregoing, if a Covered Director is also a member of the board of directors or equivalent governing body of Resolute Holdings Management, Inc. or the public parent of any other entity that is managed by Resolute Holdings Management, Inc. or any of its controlled affiliates pursuant to a management agreement or similar agreement (a “Dual-Hatted Director”), the Fair Market Value of the Annual Equity Award granted to such Dual-Hatted Director will instead be $150,000.

b.Prorated Annual Equity Award. In addition, an individual who first becomes a Covered Director (including, for the avoidance of doubt, any Dual-Hatted Director) after the occurrence of the Annual Meeting for the year of their appointment or election to the Board shall receive an initial prorated equity award of an Option for the period beginning on the date such Covered Director is initially elected to the Board through the next Annual Meeting (“Prorated Annual Equity Award”). Such Prorated Annual Equity Award shall be granted as of the date on which such Covered Director commences their service as a member of the Board.

2.Initial Equity Award. Each individual who is initially appointed or elected to the Board and is a Covered Director shall receive an initial equity award of an Option (“Initial Equity Award”) with a Fair Market Value of $200,000. Such Initial Equity Award shall be granted as of the date on which such Covered Director commences their service as a member of the Board. Notwithstanding the foregoing, the Fair Market Value of the Initial Equity Award granted to a Dual-Hatted Director will instead be $150,000.

3.Number of Shares Underlying an Option. The number of Shares subject to an Option, relating to each Annual Equity Award or Initial Equity Award, as applicable, shall be determined by the Administrator in its sole discretion based on the applicable Fair Market Value as described below.

4.Vesting. Except as provided herein, each Annual Equity Award and each Initial Equity Award shall vest in equal annual installments over a four-year period commencing on the date on which the applicable award is granted (the “Service Period”). The vesting of such awards shall be subject, in all cases, to the Covered Director’s continued service to the Company through the applicable vesting date(s) and the terms of the related award agreement; provided that, notwithstanding any provision of a Covered Director’s award agreement to the contrary, in the event of a Covered Director’s termination of service due to such Covered Director’s death or Disability, then any Option or portion thereof held by such Covered Director (including, for the avoidance of doubt, any Option that has been granted in accordance with this Policy or any conversion plan of the Company) shall vest and become exercisable as of the date of such Covered Director’s termination of service and shall remain exercisable until the tenth anniversary of the date of grant. If the Covered Director elects to retire from the Board at any time prior to the end of the Service Period, the Administrator will have the authority to accelerate the vesting of all or a portion of the Annual Equity Award and the Initial Equity Award. No Annual Equity Award or Initial Equity Award will be accelerated if a Covered Director is disqualified or removed prior to the end of the Service Period, with or without cause, from the Board. Notwithstanding the foregoing, all unvested Annual Equity Awards and Initial Equity Awards outstanding immediately prior to the effectiveness of a Change of Control (as defined in the Plan) shall vest as of the effective date of such Change of Control.

5.Fair Market Value. For the purposes of this Policy, the “Fair Market Value” per share shall be equal to the closing price of the Common Stock, as reported on the national securities exchange on which the Common Stock is then listed (or any other reporting system selected by the Administrator, in its sole discretion) on the date as of which the determination is being made or, if no sales of shares are reported on such date, on the most recent preceding day on which there were sales of shares reported. The “Fair Market Value” of an Option shall be determined by the Administrator in its sole discretion. The Administrator has historically utilized the Black-Scholes option pricing model based upon information available at the time of grant.

6.Exercise Price. For the purposes of this Policy, the “Exercise Price” of an Option shall be the Fair Market Value of a share of Common Stock on the date the Option is granted.

D.Travel Expenses

All reasonable, customary and documented travel expenses incurred by Non-Employee Directors in attending Board or Board committee meetings shall be reimbursed by the Company.

E.Adjustments

In the event that any dividend or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities of the Company or other change in the corporate structure of the Company affecting such shares occurs, the Administrator shall make adjustments, if any, to the number, class or kind of Options then outstanding, including, for the avoidance of doubt, the applicable Exercise Price, in accordance with the Plan.

F.Taxes

Compensation paid to Covered Directors is not generally subject to U.S. federal income or employment tax withholding. However, if any such compensation payable under this Policy is subject to required withholding under any state, local or foreign tax law, the Company shall have the right to deduct from cash payments made to a Covered Director, or to make such other arrangements as may be necessary to collect from such Covered Director, any applicable taxes (including social contributions or similar payments) required to be withheld with respect to such payments, and to take such other action as the Administrator may deem advisable to enable the Company and the Covered Director to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any such compensation.

G.Conversions

A Covered Director may elect to convert his or her Annual Board Retainer and Annual Committee Chair Retainer into an Option in accordance with any conversion plan that may be adopted by the Administrator.

H.Effective Date; Amendment

This Amended and Restated Policy is effective as of September 23, 2025. The Policy may be amended at any time by the Board upon the recommendation of the Administrator, or by the Administrator, without the consent of any Covered Director who has received an award of Options, provided that such amendment will be of general application to all Covered Directors subject to this Policy and will not, without the specific written consent of any such Covered Director, adversely affect, in a material manner, any outstanding Options or the right of a Covered Director to receive all amounts due and payable with respect to an award of Options. Any amendment to this Policy shall be effective as of the date such amendment is so approved or as of such later date as may be specified by the Board or the Administrator when amending this Policy.

Document

Exhibit 10.43

GPGI, INC. EXECUTIVE SEVERANCE PLAN

WHEREAS, GPGI, Inc. (the “Company”) considers it essential to the best interests of the Company and its stockholders to foster the continued employment of its executives; and

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) has determined to adopt this GPGI, Inc. Executive Severance Plan (this “Plan”) to provide stability and reinforce and encourage the continued attention and dedication of the Company’s executives to the Company.

NOW, THEREFORE, BE IT RESOLVED, the Committee hereby adopts this Plan as of October 2, 2025 (the “Effective Date”) for the benefit of the Company’s executives on the terms and conditions hereinafter stated.

Section 1.Definitions. As hereinafter used:

“Accrued Obligations” shall mean the sum of (i) the Participant’s Base Salary through the Employment Termination Date and (ii) to the extent required by law or applicable Company policy, any accrued vacation pay earned by the Participant, in each case, to the extent not theretofore paid.

“Affiliate” shall have the meaning set forth in Rule 12b-2 of the Exchange Act.

“Annual Bonus” shall mean the Participant’s annual bonus under the then-current non-equity incentive compensation plan of the Company and any of its Affiliates.

“Applicable Multiple” shall mean (i) two times for the Chief Executive Officer of the Company and (ii) one times for other Participants.

“Base Salary” shall mean the annual base salary paid by the Company or any of its Affiliates to the Participant, and shall not include any amounts received under any non-equity incentive or other bonus plan.

“Benefit Obligations” shall mean all benefits to which the Participant (or his or her designated beneficiary or legal representative, as applicable) is entitled or vested (or becomes entitled or vested as a result of termination) under the terms of all Benefit Plans in which the Participant is a participant as of the Participant’s termination of employment and to the extent not theretofore paid or provided.

“Benefit Plans” shall mean all employee retirement and welfare benefit plans, agreements, arrangements, programs, policies, practices, contracts or agreement of the Company and its Affiliates.

“Board” shall have the meaning set forth in the recitals.

“Cause” shall have the meaning given to that term in any written employment agreement or offer letter between the Company and the Participant, or if no such agreement exists or if such term is not defined therein, and unless otherwise defined in the Grant Instrument, Cause means a finding by the Committee that the Participant (i) has breached his or her employment or service contract with the Company, (ii) has engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty, (iii) has disclosed trade secrets or confidential information of the Company to Persons not entitled to receive such information, (iv) has breached any written non-competition, non-solicitation, invention assignment or confidentiality agreement between the Participant and the Company or (v) has engaged in such other behavior detrimental to the interests of the Company as the Committee determines.

“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall have the meaning set forth in the recitals.

“Company” shall have the meaning set forth in the recitals, and shall include (i) any successor to GPGI, Inc. (or any successor to it), including but not limited to any entity into which GPGI, Inc. is merged, consolidated or amalgamated, and (ii) any Affiliate of the Company, as applicable, to the extent the Participant is employed by or seconded to any such Affiliate or any entity to which the Company may assign this Plan in accordance with Section 7.3.

“Employment Termination Date” shall mean the date on which a Participant incurs a termination of employment.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Independent Tax Advisor” shall mean a lawyer with a nationally recognized law firm, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm, in each case with expertise in the area of executive compensation tax law, who shall be selected by the Company, and all of whose fees and disbursements shall be paid by the Company.

“Notice of Termination” shall have the meaning set forth in Section 3 hereof.

“Other Severance” shall have the meaning set forth in Section 2.5 hereof.

“Participant” shall mean (i) the Chief Executive Officer of the Company, (ii) an individual who is in a direct reporting relationship to the Chief Executive Officer (excluding, for the avoidance of doubt, administrative staff), and (iii) any other individual designated as a Participant by the Committee, in each case, who has executed a Participation Agreement.

“Participation Agreement” shall mean a participation agreement by and between the Company and each Participant, in substantially the form attached hereto as Exhibit A.

“Parties” shall mean the Participant and the Company.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under a Benefit Plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering by the Company of such securities, or (iv) an entity owned, directly or indirectly, by the shareholders of the Company in the same proportions as their ownership of the ordinary shares of the Company.

“Plan” shall have the meaning set forth in the recitals.

“Q/A-24(c) Payments” shall have the meaning set forth in Section 6.3 hereof.

“Qualifying Termination” shall have the meaning set forth in Section 2.2 hereof.

“Reduced Amount” shall have the meaning set forth in Section 6.1 hereof.

“Release” shall have the meaning set forth in Section 2.2 hereof.

“Restrictive Covenants” shall have the meaning set forth in Section 2.1 hereof.

“Severance Period” shall mean the number of years following the Employment Termination Date that is equal to the Applicable Multiple.

Section 2.Severance Eligibility and Payments.

2.1Notwithstanding anything else in this Plan to the contrary, a Participant shall only be entitled to the compensation and benefits provided under this Plan if the Participant (i) enters into a Participation Agreement and (ii) continues to comply with any restrictive covenants set forth in any written agreement with the Company to which the employee is subject (including, without limitation, as set forth in the Participation Agreement and any other non-compete, non-solicit, non-disparagement and confidentiality obligations) (the “Restrictive Covenants”).

2.2Benefits Upon Qualifying Termination. Upon a termination of the Participant’s employment relationship with the Company by the Company without Cause (such termination, a “Qualifying Termination”), then the Participant shall be entitled to the following, in lieu of any severance payments or benefits otherwise payable to the Participant under any plan or arrangement between the Company or any of its Affiliates and the Participant:

(i)the Accrued Obligations in a lump sum in cash;

(ii)the Benefit Obligations (subject to the terms of the applicable Benefit Plans); and

(iii)provided that, within 55 days following the Employment Termination Date, the Participant has executed a general release and waiver agreement in the

form provided by the Company (the “Release”), and any applicable revocation periods relating to the Release have expired, and subject to the Participant’s compliance with the Restrictive Covenants and the Release:

(A)An amount equal to the Applicable Multiple times the sum of (1) the rate of Base Salary then in effect up to and including the Employment Termination Date, and (2) the Participant’s Annual Bonus at target, which shall be paid in substantially equal installments during the Severance Period in accordance with the Company’s normal payroll periods;

(B)A lump-sum cash amount equal to the COBRA premiums that the Participant would pay if he or she elected continued health coverage under the Company’s health plan for the Participant and his or her dependents for the Severance Period, based on the COBRA rates in effect at the termination date;

(C)Outplacement services supplied by a service provider selected by the Company for a period of six months; provided that such services must commence no later than 90 days after the Employment Termination Date and terminate 12 months after commencement of same; and

(D)Any vested options to purchase Company stock that were granted to the Participant prior to the Employment Termination Date shall remain outstanding and exercisable until the 90th day following the Employment Termination Date; provided, however, that in no event shall any such options remain outstanding and exercisable beyond the 10th anniversary of the applicable grant date.

2.3Timing of Severance Payments. The Company shall pay (or cause to be paid) to the Participant the amounts or benefits specified in Section 2.2(i) and (iii)(B) 60 days following the Employment Termination Date, and those specified in Section 2.2(iii)(A) in substantially equal installments during the Severance Period in accordance with the Company’s normal payroll periods. For the avoidance of doubt, this Section 2.3 shall not result in a delay of: (i) any payment of Accrued Obligations that otherwise would occur on an earlier date in accordance with applicable law or the usual and customary payroll policies of the Company (as in effect immediately prior to the Participant’s termination of employment) or (ii) any payment of the Benefit Obligations that otherwise would occur pursuant to the terms and conditions of the applicable Benefit Plans (as in effect immediately prior to the Participant’s termination of employment).

2.4Other Terminations. For the avoidance of doubt, the Participant shall not be entitled to any payments or benefits pursuant to this Plan if the Participant experiences a termination of employment that does not constitute a Qualifying Termination. In addition, if the Participant’s position is eliminated and the Participant is offered a new position within the Company with Base Salary at least equivalent to the Participant’s then-current level, then, regardless of the geographic location of the new position, the Participant shall not be entitled to any payments or benefits pursuant to this Plan if the Participant declines such offer.

2.5Other Severance Payments. In the event that the Company is obligated by law or contract to pay a Participant other severance pay, a termination indemnity, notice pay or the like, or if the Company is obligated by law to provide advance notice of separation (“Other Severance”), then the amount of severance under Section 2.2(iii)(A) otherwise payable to such Participant shall be reduced by the amount of any such Other Severance actually paid to the Participant (but not below zero). Notwithstanding anything to the contrary herein, nothing in this Section 2.5 shall prevent the Board, or the Committee, from making any subsequent

determinations with respect to severance payments and benefits payable to a Participant. For the avoidance of doubt, this Section 2.5 shall not apply to any accelerated vesting, payment or settlement of long-term cash or equity incentive awards that specifically provide for such treatment in connection with a Qualifying Termination or similar event.

2.6No Mitigation. The Company agrees that, if the Participant’s employment with the Company terminates, the Participant is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Participant by the Company pursuant to Section 2.2 hereof. Further, except as set forth in Section 2.5, the amount of any payment or benefit provided for in this Plan shall not be reduced by any compensation earned by the Participant as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Participant to the Company or otherwise.

2.7Forfeiture and Repayment. Notwithstanding anything to the contrary herein, in the event the Participant breaches the terms of the Restrictive Covenants or the Release, the Participant shall immediately forfeit all amounts owed to the Participant under this Plan (to the extent unpaid) and repay to the Company within 10 days of such breach the full pre-tax value of all payments previously paid hereunder; provided, however, that for the avoidance of doubt, this Section 2.7 shall not apply to the Accrued Obligations or Benefit Obligations.

Section 3.Notice of Termination. Any purported termination of the Participant’s employment pursuant to this Plan shall be communicated by a “Notice of Termination” from the Company to the Participant in accordance with Section 7.1 hereof.

Section 4.Successors; Binding Agreement.

4.1Successors. In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

4.2Enforcement by Participant’s Successors. The Company’s obligations under this Plan shall inure to the benefit of and be enforceable by the Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Participant shall die while any amount would still be payable to the Participant hereunder if the Participant had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the executors, personal representatives or administrators of the Participant’s estate.

Section 5.Plan Modification or Termination. This Plan may be amended in any manner or terminated in whole or in part by the Committee upon 30 days’ prior notice to the Participants in accordance with Section 7.1 hereof. Any action of the Committee in amending or terminating this Plan (or any appendix or exhibit thereto) shall be taken in a non-fiduciary capacity.

Section 6.Parachute Payments.

6.1Notwithstanding any other provision of this Plan or any compensation or benefit program or other agreement to the contrary, if any payment or benefit by or from the Company or any of its Affiliates to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, would be subject to the Excise Tax (as hereinafter defined) (all such payments and benefits being collectively referred to herein as the “Payments”), then except as otherwise provided in Section 6.2, the Payments shall be reduced (but not below zero) or eliminated (as further provided for in Section 6.3) to the extent the Independent Tax Advisor shall reasonably determine is necessary so that no portion of the Payments shall be subject to the Excise Tax (the “Reduced Amount”).

6.2Notwithstanding the provisions of Section 6.1, if the Independent Tax Advisor reasonably determines that the Participant would receive, in the aggregate, a greater amount of the Payments on an after-tax basis (including all applicable federal, state and local income, employment and other applicable taxes and the Excise Tax) if the Payments were not reduced or eliminated to the Reduced Amount pursuant to Section 6.1, then no such reduction shall be made notwithstanding that all or any portion of the Payments may be subject to the Excise Tax.

6.3For purposes of determining which of Section 6.1 and Section 6.2 shall be given effect, the determination of which Payments shall be reduced or eliminated to avoid the Excise Tax shall be made by the Independent Tax Advisor. The Independent Tax Advisor shall provide its determinations, together with detailed supporting calculations and documentation, to the Company and the Participant for their review no later than 10 days after the change in control (within the meaning of Code Section 280G). If a reduction in payments or benefits is necessary so that the Payments equal the Reduced Amount, reduction shall occur in the following order: (i) first by reducing or eliminating the portion of the Payments that are payable in cash, (ii) second by reducing or eliminating the portion of the Payments that are not payable in cash (other than Payments as to which Treasury Regulations Section 1.280G-1 Q/A – 24(c) (or any successor provision thereto) applies (“Q/A-24(c) Payments”)) and (iii) third by reducing or eliminating Q/A-24(c) Payments. In the event that any Q/A-24(c) Payment or acceleration is to be reduced, such Q/A-24(c) Payment shall be reduced or cancelled in the reverse order of the date of grant of the awards. The determinations of the Independent Tax Advisor under this Section 6 shall, after due consideration of the Company’s and the Participant’s comments with respect to such determinations and the interpretation and application of this Section 6, be final and binding on the Parties absent manifest error. The Company and the Participant shall furnish to the Independent Tax Advisor such information and documents as the Independent Tax Advisor may reasonably request in order to make the determinations required under this Section 6.

Section 7.General Provisions.

7.1Notices. All notices and communications that are required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or upon mailing by registered or certified mail, postage prepaid, return receipt requested, as follows:

If to the Company:

GPGI, Inc. 309 Pierce Street

Somerset, New Jersey 08873 Attention: Email:

If to the Participant, to the address on file with the Company,

or in either case to such other address as may be specified in a notice given by one Party to the other Party hereunder.

7.2Administration. This Plan shall be interpreted, administered and operated by the Committee, which shall have complete authority, in its sole discretion subject to the express provisions of this Plan, to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it and to make all other determinations necessary or advisable for the administration of this Plan (including, without limitation, any determinations regarding eligibility

to participate in this Plan). The Committee may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

7.3Assignment. Except as otherwise provided herein or by law, no right or interest of any Participant under this Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation, by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Participant under this Plan shall be subject to any obligation or liability of such Participant. When a payment is due under this Plan to a Participant who is unable to care for his or her affairs, payment may be made directly to his or her legal guardian or personal representative.

7.4Governing Law; Legal Fees. The validity, construction, interpretation and effect of this Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any action arising out of, or relating to, any of the provisions of this Plan shall be brought only in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware, and the jurisdiction of such court in any such proceeding shall be exclusive. The Parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Plan; provided, that the prevailing Party in any such action shall be fully reimbursed by the other Party for all costs, including reasonable attorneys’ fees, court costs, expert or consultants’ fees and reasonable travel and lodging expenses, incurred by the prevailing Party in its successful prosecution or defense thereof, including any appellate proceedings.

7.5Withholding. Any payments and benefits provided for hereunder shall be paid net of any applicable withholding required under applicable law.

7.6Survival. The obligations of the Company and the Participant under this Plan which by their nature may require either partial or total performance after the termination of this Plan shall survive such termination.

7.7No Right to Continued Employment. Neither the establishment of this Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant, or any person whomsoever, the right to be retained in the service of the Company, and all Participants shall remain subject to discharge to the same extent as if this Plan had never been adopted.

7.8Headings Descriptive. The headings of sections and paragraphs of this Plan are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Plan.

7.9Benefits Unfunded. This Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company which may be applied by the Company to the payment of benefits or other rights under this Plan.

7.10Enforceability. The invalidity or unenforceability of any provision of this Plan shall not affect the validity or enforceability of any other provision of this Plan, which shall remain in full force and effect.

7.11Section 409A. The obligations under this Plan are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or

another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent possible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Plan shall be treated as a separate payment of compensation, including for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. To the extent necessary in order to avoid the imposition of penalty taxes on a Participant pursuant to Section 409A of the Code, all payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Section 409A of the Code. If any payments under this Plan do not qualify for such exemptions at the time of the Participant’s termination of employment and therefore are deemed as deferred compensation subject to the requirements of Section 409A of the Code, then if the Participant is a “specified employee” under Section 409A of the Code on the date of the Participant’s termination of employment, notwithstanding any other provision of this Plan, payment of severance under this Plan shall be delayed for a period of six months from the date of the Participant’s termination of employment if required by Section 409A of the Code. The accumulated postponed amount shall be paid in a lump sum payment within 15 days after the end of the six-month period. If the Participant dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A of the Code shall be paid to the Participant’s estate within 15 days after the date of the Participant’s death. Neither the Company nor its directors, officers, employees or advisers shall be liable to the Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant may owe as a result of compensation or benefits paid under this Plan, and the Company shall have no obligation to indemnify or otherwise protect the Participant from the obligation to pay any taxes pursuant to Section 409A or otherwise. In no event may a Participant, directly or indirectly, designate the calendar year of any payment under this Plan, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year shall be paid in the later taxable year.

7.12Entire Agreement. This Plan constitutes the entire agreement between the Company and the Participants and, except as expressly provided herein or in another agreement that specifically references this Section 7.12, supersedes the provisions of all other prior agreements or policies concerning the payment of severance benefits upon a termination of employment other than those that may be payable pursuant to any Participant’s individual employment agreement or offer letter entered into with the Company; provided that in no event shall payments or benefits provided pursuant to any other written agreement or policy entitle a Participant to a duplication of payments and benefits pursuant to this Plan.

EXHIBIT A

PARTICIPATION AGREEMENT

GPGI, Inc., a Delaware corporation (and together with its subsidiaries, the “Company”), is pleased to inform you, [name], that you have been designated as an eligible Participant in the Company’s Executive Severance Plan (the “Plan”). A copy of the Plan was delivered to you with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The capitalized terms used but undefined herein shall have the meanings given to them in the Plan.

In order to become a Participant under the Plan, you must complete and sign this Participation Agreement and return it to [name] no later than [date].

Pursuant to the Plan, you are eligible to receive certain severance benefits in the event of a Qualifying Termination (the “Separation Benefits”). If you become eligible for the Separation Benefits, then subject to the terms and conditions of the Plan and this Participation Agreement, you will receive:

Base Salary	[12/24] months
Annual Bonus at Target	[12/24] months
COBRA Premiums	[12/24] months
Outplacement Services	6 months

In order to participate in the Plan and to be eligible to receive the Separation Benefits, you must comply with the following Restrictive Covenants and execute the Release.

1.Noncompetition. You agree that while you are employed by the Company and during the 24-month period following your termination of employment or service with the Company (the “Restriction Period”), you will not, without the Board’s express written consent, engage (directly or indirectly) in any Competitive Business anywhere in the world. The term “Competitive Business” means (A) the business of designing, developing, manufacturing customizing and/or selling (i) financial transaction cards manufactured of metal or metal hybrid, including ID cards and security cards, and/or (ii) products and services to enable consumers to buy, sell and store cryptocurrencies and other digital assets and providing similar products and services to businesses for distribution to their customers, including, without limitation, banking and financial services, insurance, warranty and eGaming markets, and related activities and (B) any other business, venture or activity that the Company engages in or undertakes, or has plans to engage in or undertake, in each case, during the period you are employed by the Company. With respect to the portion of the Restriction Period that follows your termination of employment or service, the determination of whether a business is a Competitive Business shall be made based on the scope and location of the businesses engaged in or undertaken or planned to be engaged in or undertaken by the Company or any of its

Affiliates as of the date of such termination of employment or service. You understand and agree that, given the nature of the business of Company and your position with the Company, the foregoing geographic scope is reasonable and appropriate.

2.Nonsolicitation of Company Personnel. You agree that during the Restriction Period, you will not, either directly or through others, hire or attempt to hire any employee, consultant or independent contractor of the Company or its Affiliates, or solicit or attempt to solicit any such person to change or terminate his or her relationship with the Company or an Affiliate or otherwise to become an employee, consultant or independent contractor to, for or of any other person or business entity, unless more than 12 months shall have elapsed between the last day of such person’s employment or service with the Company or Affiliate and the first day of such solicitation or hiring or attempt to solicit or hire; provided, that the foregoing does not prohibit general solicitation or recruitment activities not directed at employees of the Company.

3.Nonsolicitation of Customers. You agree that during the Restriction Period, you will not, either directly or through others, solicit, divert or appropriate, or attempt to solicit, divert or appropriate, any customer or actively sought prospective customer of the Company or an Affiliate for the purpose of providing such customer or actively sought prospective customer with services or products competitive with those offered by the Company or an Affiliate during your employment with the Company.

4.Proprietary Information. At all times, you will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Proprietary Information (defined below) of the Company or an Affiliate, except as such disclosure, use or publication may be required in connection with your work for the Company or as described in Section 5 below, or unless the Company expressly authorizes such disclosure in writing.

“Proprietary Information” shall mean any and all confidential and/or proprietary knowledge, data or information of the Company and its Affiliates and shareholders, including but not limited to information relating to financial matters, investments, budgets, business plans, marketing plans, personnel matters, business contacts, products, processes, know-how, designs, methods, improvements, discoveries, inventions, ideas, data, programs, and other works of authorship.

5.Reports to Government Entities. Nothing in this Participation Agreement shall prohibit or restrict you from initiating communications directly with, responding to any inquiry from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. You do not need the prior authorization of the Company to engage in conduct protected by this section, and you do not need to notify the

Company that you have engaged in such conduct. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

6.Inventions Assignment. You agree that all inventions, innovations, improvements, developments, methods, designs, analyses, reports, and all similar or related information which relates to the Company’s or its Affiliates’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by you while employed or engaged by the Company (“Work Product”) belong to the Company. You will promptly disclose such Work Product to the Board and perform all actions reasonably requested by the Board (whether during your employment or thereafter) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). If requested by the Company, you agree to execute any inventions assignment and confidentiality agreement that is required to be signed by the Company employees generally.

7.Non-Disparagement. You agree and covenant that you will not at any time make, publish or communicate in any public forum or otherwise in a manner intended to achieve widespread publication or broadcast outside the Company or to substantial numbers of employees of the Company, any defamatory or disparaging remarks, comments or statements concerning the Company or any of its Affiliates or their businesses, or any of their employees, officers, and existing and prospective customers, suppliers, or investors.

8.Return of Company Property. Upon your termination of employment or service with the Company, you will deliver to the person designated by the Company all originals and copies of all documents and property of the Company or an Affiliate that is in your possession or under your control or to which you may have access. You will not reproduce or appropriate for your own use, or for the use of others, any property, proprietary information, or Work Product.

9.Severability. The covenants in this Participation Agreement are severable and separate, and the unenforceability of any specific covenant will not affect the provisions of any other covenant. If any provision of this Participation Agreement relating to the time period, scope or geographic area of the restrictive covenants will be declared by a court of competent jurisdiction or arbitrator to exceed the maximum time period, scope or geographic area, as applicable, that such court or arbitrator deems reasonable and enforceable, then this Participation Agreement will automatically be considered to have been amended and revised to reflect such determination.

10.Independent Covenants. All of the covenants in this Participation Agreement will be construed as an agreement independent of any other provisions of this Participation Agreement, and the existence of any claim or cause of action that you may have against the

Company or any of its Affiliates, whether predicated on this Participation Agreement or otherwise, will not constitute a defense to the enforcement by the Company of such covenants.

11.Reasonableness. By executing this Participation Agreement, you acknowledge that you have carefully read and considered the provisions of this Participation Agreement and, having done so, agree that these restrictive covenants impose a fair and reasonable restraint on you and are reasonably required to protect the Proprietary Information, business and/or goodwill of the Company, its Affiliates and their respective officers, directors, employees, and equityholders.

12.Legal and Equitable Remedies. Because your services are personal and unique and you have had and will continue to have access to and have become and will continue to become acquainted with the Proprietary Information of the Company and its Affiliates, and because any breach by you of any of the Restrictive Covenants contained in this Participation Agreement would result in irreparable injury and damage for which money damages would not provide an adequate remedy, the Company shall have the right to enforce this Participation Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach, or threatened breach, of the Restrictive Covenants set forth in this Participation Agreement. You agree that in any action in which the Company seeks injunction, specific performance or other equitable relief, you will not assert or contend that any of the provisions of this Participation Agreement are unreasonable or otherwise unenforceable.

13.Survival. The respective rights and obligations of the parties under this Participation Agreement shall survive any termination of the period while you are employed by the Company or termination or expiration of this Participation Agreement to the extent necessary for the intended preservation of such rights and obligations.

IN WITNESS WHEREOF, the Parties have caused this Participation Agreement to be executed by them or their duly authorized agents.

[PARTICIPANT NAME]<br><br><br><br><br><br>____________________________________<br><br><br><br><br><br><br><br><br><br><br><br>Date: _______________________________	THE COMPANY<br><br><br><br><br><br>By: _________________________________<br><br><br><br><br><br><br><br><br><br>Date: ________________________________

Document

Exhibit 10.44

GPGI, INC. OPTION CONVERSION PROGRAM FOR DIRECTORS

1.Introduction

1.1Purpose. The purpose of the Program is to provide Directors with the opportunity to convert all or a portion of their Compensation into an Option Award under the Equity Plan. This Program restates the Prior Program in its entirety and, except with respect to awards that have already been converted or deferred under the Prior Program, after the Effective Date, the Prior Program shall have no force and no further conversions or deferrals shall be permitted under the Prior Program. For the avoidance of doubt, any Compensation previously converted into restricted stock unit awards and any restricted stock unit awards deferred under the Prior Program shall remain outstanding until settled in accordance with the provisions of the Prior Program.

1.2Equity Plan. Option Awards made under Section 4 shall be issued under the Equity Plan and shall be subject to the Equity Plan’s terms, and each Share issued pursuant to an exercised Option Award shall be drawn from the Share reserve under the Equity Plan.

1.3Effective Date. The Program shall be effective on October 1, 2024 (the “Effective Date”).

2.Definitions

2.1“Administrator” means the Compensation Committee of the Board or those persons or bodies to whom administration of the Program, or part of the Program, has been delegated as permitted by applicable law and in accordance with the Program.

2.2“Affiliate” means a Parent, a Subsidiary, or any corporation or other Entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.

2.3“Award Agreement” means a written or electronic agreement between the Company and a Participant documenting the terms and conditions of an Option Award. The term “Award Agreement” will also include any other written agreement between the Company and a Participant containing additional terms and conditions of, or amendments to, an award.

2.4“Board” means the Board of Directors of the Company.

2.5“Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

2.6“Company” means GPGI, Inc., a Delaware corporation, and any successor.

2.7“Compensation” means cash compensation Directors earn for services to the Board.

2.8“Director” means a Non-Employee Director based in the U.S. who is a “Covered Director” as defined in the Company’s Non-Employee Director Compensation Policy.

2.9“Disability” means, unless the applicable Award Agreement provides otherwise, that the Participant is unable to engage in any substantial gainful activity by reason of any

medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. The determination of whether an individual has a Disability shall be determined under procedures established by the Administrator.

2.10“Effective Date” shall have the meaning set forth in Section 1.3.

2.11“Entity” means a corporation, partnership, limited liability company, or other entity.

2.12“Equity Plan” means the GPGI, Inc. 2021 Incentive Equity Plan, as may be amended from time to time, or any successor plan.

2.13“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

2.14“Non-Employee Director” means a member of the Board who is not an employee of the Company or any Affiliate, and who satisfies the requirements of a “non-employee director” within the meaning of Section 16 of the Exchange Act.

2.15“Option Award” means a stock option award granted under the Equity Plan including, for the avoidance of doubt, an Option Award that is made under Section 4.

2.16“Option Election” shall have the meaning set forth in Section 4.1.

2.17“Option Election Form” means a form on which a Director may make an Option Election as provided by the Administrator.

2.18“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.19“Participant” means a Director who elects to participate in the Program by making an Option Election.

2.20“Prior Program” means the CompoSecure, Inc. RSU Conversion and Deferral Program for Directors.

2.21“Program” means the GPGI, Inc. Option Conversion Program for Directors, as may be amended from time to time, as set forth in this document.

2.22“Share” means each share of the Company’s Class A common stock.

2.23“Subsidiary” means any Entity (other than the Company) in an unbroken chain of Entities beginning with the Company if each of the Entities other than the last Entity in the unbroken chain owns equity possessing fifty percent (50%) or more of the total combined voting power of all classes of equity in one of the other Entities in such chain.

3.Eligibility

Directors are eligible to participate in the Program. Any individual who ceases to be eligible to participate in the Program shall continue to be a Participant with respect to Compensation

previously converted into any Option Awards hereunder until all Shares subject to such Option Awards are completely issued to the Participant in accordance with the Program or the Option Award expires, as applicable. By making an Option Election, the Director shall for all purposes be deemed conclusively to have consented to the provisions of the Program and the Equity Plan.

4.Election to Convert Compensation Into Option Award

4.1Option Election. A Director may elect to convert all or a portion of the Director’s Compensation for services performed during the period from the Company’s annual meeting for the year for which the Option Election is to be effective to the date of the Company’s next annual meeting (the “Option Election Period”) into an Option Award (“Option Election”), by properly completing and filing an Option Election Form in the manner specified by the Administrator. Each Option Election shall specify the percentage of Compensation that shall be converted into an Option Award, in the following increments: twenty-five percent (25%), fifty percent (50%), seventy-five percent (75%) or one hundred percent (100%). Each Option Election shall become irrevocable immediately following the applicable deadline for making an Option Election under Section 4.2 and cannot be modified for any reason thereafter. Unless otherwise specified by the Administrator, an Option Election will apply with respect to Compensation payable for services performed in the Option Election Period specified in the Option Election Form and all subsequent Option Election Periods unless revoked or modified by the Director by the deadline specified in Section.

4.2Timing of Option Election.

4.2.1Generally, an Option Election must be made during the thirty (30)-day period immediately preceding the Company’s annual meeting for the year for which the Option Election is to be effective, or at such earlier time as may be set by the Administrator in its sole discretion.

4.2.2If an individual first becomes eligible to participate in the Program (including in connection with the adoption of the Program on the Effective Date) during an Option Election Period, the individual may make an Option Election for services performed in that Option Election Period. Such election shall be made on or before the date that is 30 days after the date on which the individual first becomes eligible to participate in the Program. The Option Election shall be irrevocable and shall apply only to Compensation earned for any calendar quarter that begins after the later of (a) the Effective Date, or (b) the date on which the Option Election Form is received by the Administrator.

4.3Effect of Option Election. On the first trading day of the Option Election Period to which the Option Election relates or, with respect to an individual who first becomes eligible to participate in the Program during an Option Election Period, on the first trading day following the date on which such individual’s Option Election is made, the Compensation subject to the Option Election shall be converted from cash into an Option Award by converting the Compensation subject to the Option Election into an Option Award with an equivalent Fair Market Value as determined by the Administrator, in its sole discretion, on such date, and the Option Award shall be issued as of such date. The Administrator has historically utilized the Black-Scholes option pricing model based upon information available at the time of grant to determine the “Fair Market Value” of an Option Award.

4.4Vesting of Option Award. Unless otherwise specified by the Administrator in an Award Agreement, the Option Award shall be subject to the same vesting terms applicable to the Option Awards in the Company’s Non-Employee Director Compensation Policy.

4.5Option Award Subject to Terms of Equity Plan. Option Awards made under this Section 4 shall be issued under the Equity Plan. As such, Option Awards and any Award Agreements governing them are subject to the Equity Plan’s terms, including, by way of example and not limitation, the Equity Plan’s terms regarding tax withholding, restrictions on awards and Shares (including clawback/recovery), and corporate events.

5.Exercise of Option Awards Following Certain Events

5.1Exercise Following Termination of Service. A Participant’s Option Awards shall remain exercisable by the Participant until the earlier of (x) six (6) months following the date of the Participant’s termination of service and (y) the expiration date set forth in the applicable Award Agreement. The Administrator, in its sole discretion, shall determine whether a Participant has terminated from service and the effective date of such termination.

5.2Exercise Following Disability or Death. Notwithstanding Section 5.1, upon the Participant’s termination of service due to Disability or death, all Option Awards shall remain exercisable by the Participant (or the Participant’s beneficiary under Section 5.4, as applicable) until the earlier of (x) twelve (12) months following the date of such Participant’s termination of service and (y) the expiration date set forth in the applicable Award Agreement.

5.3Exercise Following a Change of Control. Notwithstanding Section 5.1, upon the occurrence of a Change of Control (as defined in the Equity Plan), unless otherwise determined by the Administrator prior to or in connection with such Change of Control, all Option Awards shall remain exercisable by the Participant (or the Participant’s beneficiary under Section 5.4, as applicable) until the expiration date set forth in the applicable Award Agreement.

5.4Beneficiary. A Participant may designate a beneficiary and a contingent beneficiary in the form and manner specified by the Administrator. Any beneficiary designation hereunder shall remain effective until properly changed or revoked. A beneficiary designation may be changed by the Participant at any time before the Participant’s death by filing a new designation in writing with the Administrator. If the Participant dies without having designated a beneficiary in accordance with this Section 5.4, or if the Participant dies and the beneficiary so designated by the Participant has predeceased the Participant or otherwise ceased to exist, then the Participant’s surviving spouse, or if none, the Participant’s estate shall be deemed to be the beneficiary.

5.5Modification of Exercise Periods. The periods set forth in Sections 5.1, 5.2 and 5.3 above may be modified by the Executive Chairman of the Company.

6.Nature of Participant’s Interest Under the Program

6.1No Right to Assets. Participation in the Program does not create, in favor of any Participant, any right or lien in or against any asset of the Company. Nothing contained in the Program, and no action taken under its provisions, will create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and a Participant or any other person. The Company’s promise to pay benefits under the Program will at all times remain unfunded as to each Participant, whose rights under the Program are limited to those of a general and unsecured creditor of the Company.

6.2No Right to Transfer Interest. Rights to benefits payable under the Program are not subject in any manner to alienation, sale, transfer, assignment, pledge, or encumbrance. However, the Administrator may recognize the right of an alternate payee named in a domestic relations order to receive all or part of a Participant’s benefits under the Program, but only if (a) the domestic relations order would be a “qualified domestic relations order” within the meaning

of Section 414(p) of the Code (if Section 414(p) applied to the Program), (b) the domestic relations order does not attempt to give the alternate payee any right to any asset of the Company, (c) the domestic relations order does not attempt to give the alternate payee any right to receive payments under the Program at a time or in an amount that the Participant could not receive under the Program, and (d) the amount of the Participant’s benefits under the Program are reduced to reflect any payments made or due to the alternate payee.

6.3No Service Rights. No provisions of the Program and no action taken by the Company or the Administrator will give any person any right to be retained in the service of the Company, and the Company specifically reserves the right and power to terminate the service of any Participant for any reason or no reason and at any time.

7.Administration, Interpretation, and Modification of Program

7.1Program Administrator. The Administrator will administer all aspects of the Program. The Administrator’s powers include, but are not limited to, the power to adopt rules consistent with the Program, the power to decide all questions relating to the interpretation of the terms and provisions of the Program, and the power to resolve all other questions arising under the Program (including, without limitation, the power to remedy possible ambiguities, inconsistencies, or omissions by a general rule or particular decision). The Administrator has full discretionary authority to exercise each of the foregoing powers. Notwithstanding the foregoing, with respect to an Option Award, the authority to interpret and apply the terms of the Equity Plan and any applicable Award Agreement (including the determination of the extent to which the foregoing provisions are applicable) reside in the person(s) so authorized under the Equity Plan’s terms.

7.2Incapacity. If the Administrator determines that any Participant entitled to benefits under the Program is unable to care for his or her affairs because of illness or accident, any payment due (unless a duly qualified guardian or other legal representative has been appointed) may be paid for the benefit of such Participant to his or her spouse, parent, brother, sister, or other party deemed by the Administrator to have incurred expenses for such Participant.

7.3Amendment, Suspension, and Termination. The Administrator has the right by written resolution to amend, suspend, or terminate the Program at any time, provided, that no amendment, suspension, or termination that reduces the benefits to which a Participant is entitled under the Program will apply to a Director who, at the time the amendment is adopted, already is a Participant without his or her express written consent. Notwithstanding the foregoing, the Administrator may amend the Program at any time to the extent necessary to comply with Section 409A of the Code, provided that, to the extent possible, such amendment does not reduce the benefits of a Participant.

7.4Power to Delegate Authority. The Administrator may, in its sole discretion, delegate to any person or persons all or part of its authority and responsibility under the Program.

7.5Headings. The headings used in this document are for convenience of reference only and may not be given any weight in interpreting any provision of the Program.

7.6Severability. If an arbitrator or court of competent jurisdiction determines that any term, provision, or portion of the Program is void, illegal, or unenforceable, the other terms, provisions, and portions of the Program will remain in full force and effect, and the terms, provisions, and portions that are determined to be void, illegal, or unenforceable will either be limited so that they will remain in effect to the extent permissible by law, or such arbitrator or court will substitute, to the extent enforceable, provisions similar thereto or other provisions, so

as to provide to the Company, to the fullest extent permitted by applicable law, the benefits intended by the Program.

7.7Governing Law. The Program will be construed, administered, and regulated in accordance with the laws of Delaware (excluding any conflicts or choice of law rule or principle), except to the extent that those laws are preempted by federal law.

7.8Complete Statement of Program. The Program contains a complete statement of its terms. A Participant’s right to any benefit of a type provided under the Program will be determined solely in accordance with the terms of the Program. No other evidence, whether written or oral, will be taken into account in interpreting the provisions of the Program. Notwithstanding the preceding provisions of this Section 7.8, for purposes of determining the Option Award due to a Participant, the Program will be deemed to include the applicable terms of the Equity Plan and any applicable Award Agreement.

7.9Compliance with Section 409A of the Code. The Program will be interpreted to the greatest extent possible in a manner that makes the Program and the benefits hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. To the extent Section 409A of the Code is applicable, (a) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (b) payments to be made upon a termination of service shall only be made upon a “separation from service” under Section 409A of the Code, and (c) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. In no event will any Participant have a right to payment or reimbursement or otherwise from the Company or its Affiliates, or their successors or assigns, for any taxes imposed or other costs incurred as a result of Section 409A of the Code.

Document

Exhibit 10.45

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT is made as of __________________ (this “Agreement”), by and between _________________ (“Contractor”) and GPGI, Inc. (the “Company,” and, together with Contractor, the “Parties”).

WHEREAS, the Company wishes for Contractor to provide certain consulting and advisory services with respect to executing strategic corporate transactions and related activities, and such other similar services as reasonably requested by the Company (the “Services”); and

WHEREAS, Contractor has advised Company of Contractor’s willingness, ability and desire to provide the Services to the Company on such terms.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:

1.Term. The respective duties and obligations of Contractor and the Company shall commence on the date hereof and continue until terminated by either Party in accordance with this Agreement (the “Term”). Notwithstanding anything to the contrary set forth herein, this Agreement may be terminated by either Party upon 10 days’ written notice to the other Party at the addresses set forth in Section 7.

2.Independent Contractor. Contractor shall perform the Services contemplated by this Agreement as an independent contractor to the Company. Contractor acknowledges and agrees that Contractor is not entitled to, and hereby waives all claim to, any of the rights, privileges or benefits of an employee of the Company during the Term, including, without limitation, wages, vacation, termination or severance pay, worker’s compensation, insurance or benefits. Contractor is solely responsible for Contractor’s income and other taxes, including any taxes on the vesting or settlement of all or any portion of any incentive equity awards granted pursuant to Section 5, and the Company shall not withhold on behalf of Contractor any sums for income tax, unemployment insurance or social security pursuant to any law or requirement of any governmental agency including, without limitation, unemployment tax, federal, state or foreign income tax, federal social security (FICA) payments and disability insurance taxes. Contractor shall make such tax payments as may be required by applicable law and agrees to indemnify and hold the Company harmless from any liability the Company may incur resulting from or arising out of Contractor’s failure to make such tax payments or Contractor’s improper provision of the applicable tax identification number. In addition, the Company’s willingness to enter into this Agreement is subject to Contractor’s delivery to the Company of a properly executed IRS Form W-9.

3.Confidentiality. The confidentiality provisions (including the definitions therein) set forth in Contractor’s offer letter with Resolute Holdings Management, Inc. are incorporated herein by reference and shall apply hereto, mutatis mutandis (including, for the avoidance of doubt, that any obligation of the “Company” set forth therein shall be construed as an obligation of GPGI, Inc. and any obligation of the employee therein shall be construed as an obligation of Contractor).

4.Works. Contractor acknowledges that, if and to the extent Contractor participates in the operation of the Company’s business in providing the Services hereunder, Contractor’s work on and contributions to documents, programs, methodologies, protocols and other expressions in any tangible medium (including, without limitation, all business ideas and methods, inventions, innovations, developments, procedures or processes, market research, databases and other works of authorship) which are prepared by Contractor, or to which Contractor contributes, in connection with the Services, in each case, that exclusively relate to the operation of the Company’s business (collectively, “Works”), will be owned by the Company and

Contractor hereby assigns, grants and delivers, exclusively and throughout the world to the Company all rights, titles and interests Contractor may own in and to any such Works.

5.Fees; No Expense Reimbursement. During the Term, Contractor shall be eligible to receive grants of restricted stock units or other equity incentive awards as determined by the Company and Contractor shall remain eligible to vest in any equity incentive awards previously granted to Contractor by the Company. Contractor shall not be entitled to reimbursement of out-of-pocket expenses incurred in connection with the performance of the Services, unless otherwise reasonably approved by the Company.

6.Representations and Additional Covenants. Contractor represents, warrants and covenants that: (a) Contractor’s performance of the Services shall not violate: (i) any applicable law, rule, ordinance, regulation or order; (ii) any contracts, agreements or duties to which Contractor is subject; or (iii) the rights of any person or entity in or to any patent, trademark, trade name, copyright, trade secret, license or other proprietary or similar right; (b) the Services shall be performed by Contractor in accordance with accepted professional standards; and (c) Contractor does not perform work exclusively for the Company.

7.Notices. All notices and other communications hereunder shall be in writing and shall be deemed given: (a) upon receipt if delivered personally (unless subject to clause (b)) or if mailed by registered or certified mail return receipt requested and postage prepaid; (b) at noon on the date after dispatch if sent by a nationally recognized overnight courier; or (c) by a successfully received e-mail transmission.

If to the Company:

GPGI, Inc.

309 Pierce Street

Somerset, NJ 08873

Attention:

Email: \

If to Contractor:

To the address or email on file for Contractor in the Company’s personnel records

8.Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless such amendment, modification or waiver is approved in writing by each of the Parties hereto. The failure of any Party to enforce any of the provisions of this Agreement applicable to such Party shall not be construed as a waiver of such provisions and shall not affect the right of such Party thereafter to enforce every provision of this Agreement applicable to such Party in accordance with its terms. The waiver by any Party of a breach of any provision of this Agreement applicable to such Party shall not operate or be construed as a waiver of any subsequent breach of any provision of this Agreement applicable to such Party.

9.Governing Law; Survival. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, and without regard to the conflicts of laws principles that would result in the application of the laws of another jurisdiction. Termination of the Term shall not terminate the provisions of this Agreement that are intended to survive the Term.

10.Equitable Relief. The Parties acknowledge that a breach of Section 3 or 4 of this Agreement by Contractor may result in immediate and irreparable damage to the Company and remedies other than injunctive relief may not fully compensate or adequately protect the Company. The Parties agree that, in the event of such violation, the Company shall be entitled, in its sole discretion, to seek to obtain equitable relief, including specific performance or injunctive relief in order to enforce the Company’s rights or prevent any violation thereof.

11.Indemnification. Contractor shall defend, indemnify and hold harmless the Company from and against all claims, liability, losses, damages and expenses (including reasonable attorneys’ fees and court costs) arising from, or related to, any willful action or omission of Contractor, or in connection with a material breach of any material representation or warranty of Contractor set forth herein. For purposes of this Section 11 of this Agreement, no act or omission shall be considered “willful” unless it is done, or omitted to be done, in bad faith without reasonable belief that the action or omission was in the best interest of the Company.

12.Entire Agreement; Amendments; Severability; Counterparts; Construction of Agreement. This Agreement constitutes the entire agreement and understanding of the Parties, and supersedes any and all previous agreements and understandings, whether oral or written, among the parties with respect to the matters set forth in this Agreement. No provision of this Agreement may be amended, modified or waived, except in a writing signed by the parties. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, and if any restriction in this Agreement is found by a court to be unreasonable or unenforceable, then such court may amend or modify the restriction so it can be enforced to the fullest extent permitted by law. This Agreement may be executed by electronic signature in any number of counterparts, each of which together shall constitute one and the same instrument. No provision of this Agreement shall be construed against any Party as the drafter thereof. The titles of the Sections of this Agreement are for convenience of reference only and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions.

[Remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the Company and Contractor have executed this Agreement as of the date first written above.

GPGI, Inc.

By: _____________________________

Name:

Title:

Accepted and Agreed:

CONTRACTOR

_____________________________

By:

[Signature Page to Independent Contractor Agreement]

Document

Exhibit 10.52

MANAGEMENT AGREEMENT

This MANAGEMENT AGREEMENT, dated as of January 12, 2026, is entered into by and between Forge New Holdings, LLC, a Delaware limited liability company (the “Company”), and Resolute Holdings Management, Inc., a Delaware corporation (the “Manager”).

WHEREAS, the Company is a wholly-owned subsidiary of CompoSecure Holdings, L.L.C., a Delaware limited liability (“CompoSecure Holdings”);

WHEREAS, on November 2, 2025, CompoSecure, Inc., a Delaware corporation (“Parent”), the Company, 1561604 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia and an indirect wholly-owned subsidiary of Parent (“BidCo”), the Sellers (as defined in the Transaction Agreement), Husky Technologies Limited, a corporation existing under the laws of the Province of British Columbia, Forge US Top, LLC, a Delaware limited liability company (“TargetCo”), 1561570 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia (“New BC”), and the Shareholders’ Representative (as defined in the Transaction Agreement) entered into a Share Purchase Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), pursuant to which the Sellers sold to the Company and BidCo, and the Company and BidCo purchased from the Sellers, the New BC Shares and the TargetCo Units (each as defined in the Transaction Agreement) on the Closing Date on the terms and subject to the conditions set forth in the Transaction Agreement;

WHEREAS, pursuant to Section 15(d) of that certain Management Agreement, dated as of February 28, 2025, by and between CompoSecure Holdings and the Manager (the “CompoSecure Management Agreement”) and in connection with the closing of the transactions contemplated by the Transaction Agreement (the “Closing”), the Manager has elected to have CompoSecure Holdings to cause, and CompoSecure Holdings desires to cause, the Company to retain the Manager to provide the management and other related services in the manner and on the terms set forth herein;

WHEREAS, the Manager is willing to provide such management and related services in the manner and on the terms hereinafter set forth; and

NOW THEREFORE, in consideration of the premises and agreements hereinafter set forth, the parties hereto hereby agree as follows:

Section 1. Definitions.

(a) The following terms shall have the meanings set forth in this Section 1(a):

“Actions” has the meaning set forth in Section 9(a).

“Adjusted EBITDA” means, for any period, Net Income for such period, plus, without duplication, (i) the sum of the amounts for such period included in determining such Net Income of (A) Interest Expense, (B) Income Tax Expense, (C) Depreciation and Amortization Expense, (D) losses and expenses that are properly classified under GAAP as extraordinary or non-recurring expenses unrelated to continuing operations, (E) all Quarterly Management Fees, (F) actual one-time and non-recurring fees, expenses and costs relating to any acquisition, business combination transaction or other transaction, in each case, evaluated, negotiated and, if applicable, implemented in accordance with the Management Agreement (whether or not closed), (G) any non-cash compensation charge or expense realized, or non-cash charge that represents any accrual or reserve for anticipated cash charges in any future period, resulting from any contingent payment obligation or similar payment obligation (including any “earn-out” obligation) that would require payments to any Person arising in connection with any acquisition, business combination transaction or other transaction consummated in accordance with the Management Agreement, (H) losses/(gains) attributable to foreign exchange hedges and unrealized foreign exchange losses/(gains), including those relating to mark to market remeasurement of intercompany balances, (I) any impairment charges or asset write-offs, in each case, pursuant to GAAP, and (J) any other non-cash non-recurring expenses, minus, without duplication, (ii) (A) the sum of the amounts for such period included in determining such Net Income of (1) any gains on sales of assets and gains that are properly classified under GAAP as extraordinary, all as determined for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP and (2) any cash payments made during such period in respect of non-cash charges described in clause (i)(I) taken in a prior period, and (B) Parent Allocated Expense.

“Affiliate” means, with respect to a Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such other Person, (ii) any executive officer, employee or general partner of such Person, (iii) any member of the board of directors or board of managers (or bodies performing similar functions) of such Person and (iv) any legal entity for which such Person acts as an executive officer or general partner; provided that it is acknowledged and agreed that (x) the Company and its Subsidiaries shall not be deemed to be Affiliates of the Manager and its Subsidiaries, (y) the Manager and its Subsidiaries shall not be deemed to be Affiliates of the Company and its Subsidiaries and (z) other Persons managed by the Manager shall not be deemed to be Affiliates of the Manager or its Subsidiaries or the Company or its Subsidiaries.

“Agreement” means this Management Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Automatic Renewal Term” has the meaning set forth in Section 11(a).

“BidCo” has the meaning set forth in the Recitals.

“Business Day” means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to be open.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any Capitalized Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Capitalized Lease” means any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP.

“Claim” has the meaning set forth in Section 9(c).

“Class A Common Stock” means the Class A Common Stock, par value $0.0001 per share, of Parent.

“Closing” has the meaning set forth in the Recitals.

“Company” has the meaning set forth in the Preamble, except that, solely for the purposes of Section 3(a), the term “Company” means, collectively, Forge New Holdings, LLC and its controlled Affiliates.

“Company’s Business” means the activities, operations and business affairs of the Company and its controlled Affiliates.

“Company Expenses” has the meaning set forth in Section 8(b).

“Company Indemnified Party” has meaning set forth in Section 9(b).

“Company Kick-Out Event” means (i) a final judgment by any Governmental Authority of competent jurisdiction not stayed or vacated within thirty (30) days that the Manager has committed a felony or a material violation of applicable securities laws that has a material adverse effect on the business of the Company or the ability of the Manager to perform its duties under the terms of this Agreement, (ii) an order for relief in an involuntary bankruptcy case relating to the Manager or the Manager authorizing or filing a voluntary bankruptcy petition, (iii) the dissolution of the Manager or (iv) a final, non- appealable judgment by any Governmental Authority of competent jurisdiction that the Manager has (a) committed actual fraud against the Company, (b) misappropriated or embezzled funds of the Company or (c) acted, or failed to act, in a manner constituting bad faith, willful misconduct, gross negligence or reckless disregard in the performance of its duties under this Agreement; provided, however, that if any of the actions or omissions described in this clause (iv) are caused by an employee and/or officer of the Manager or one of its Affiliates and the Manager cures the damage caused by such actions or omissions within thirty (30) days of such determination, then such event shall not constitute a Company Kick-Out Event.

“Company Kick-Out Right” means the Company’s right to terminate this Agreement, in accordance with the terms hereof, upon the occurrence of a Company Kick-Out Event.

“Company-Selected Valuation Firm” has the meaning set forth in Section 11(e)(ii).

“Company Termination Notice” has the meaning set forth in Section 11(b).

“Confidential Information” means all confidential, proprietary or non-public information of, or concerning the performance, terms, business, operations, activities, personnel, training, finances, actual or potential acquisitions, plans, compensation, clients or investors of the Company or its Subsidiaries, written or oral, obtained by the Manager in connection with the services rendered hereunder; provided that Confidential Information shall not include information which (i) is in the public domain at the time it is received by the Manager, (ii) becomes public other than by reason of a disclosure by the Manager in breach of this Agreement, (iii) was already in the possession of the Manager lawfully and on a non-confidential basis prior to the time it was received by the Manager from the Company or its Affiliates, (iv) was obtained by the Manager from a third-party which, to the Manager’s knowledge, was not disclosed in breach of an obligation of such third-party not to disclose such information or (v) was developed independently by the Manager without using or referring to any of the Confidential Information.

“Consultation Period” has the meaning set forth in Section 11(b)(i).

“Covered Person” has the meaning set forth in Section 5(b).

“Depreciation and Amortization Expense” means, for any period, all depreciation and amortization expense of the Company and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP.

“Effective Date” has the meaning set forth in Section 11(b)(i).

“Effective Termination Date” means, as applicable, (a) with respect to any termination of this Agreement by the Company pursuant to Section 11(b), the last day of the Initial Term or Automatic Renewal Term during which the Company exercises such termination right, (b) with respect to any termination of this Agreement by the Manager pursuant to Section 11(d)(iii), the date upon which the Manager provides a Manager Termination Notice pursuant to Section 11(d)(iii), or (c) with respect to any other termination of this Agreement by the Company or the Manager pursuant to Section 11, the last day of the notice period required for the exercise by the Company or the Manager of its applicable termination right.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto.

“Fair Market Value of Fees Payable” means, as of the Effective Termination Date, the fair market value of the aggregate Quarterly Management Fees then payable or that would become payable hereunder if this Agreement were automatically renewed and remained in effect in perpetuity. For the avoidance of doubt, the Fair Market Value of Fees Payable shall be determined without regard to any waiver or other discount by the Manager of any Quarterly Management Fee (which shall be calculated for purposes of the determination of the Fair Market Value of Fees Payable as though no such waiver or discount was applied).

“GAAP” means generally accepted accounting principles in the U.S.

“Governing Agreements” means, with regard to any entity, the articles of incorporation or certificate of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the certificate of formation and limited liability company agreement in the case of a limited liability company, the trust instrument in the case of a trust, or similar governing documents in each case, as amended, restated, supplemented or otherwise modified from time to time.

“Governmental Authority” means any domestic, foreign or transnational governmental, competition or regulatory authority, court, arbitral tribunal, agency, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency.

“Income Tax Expense” means, for any period, all provisions for taxes based on the net income of the Company or any of its Subsidiaries (including, without limitation, any additions to such taxes, and any penalties and interest with respect thereto and any expensed taxes), all as determined for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Indemnified Party” has the meaning set forth in Section 9(b).

“Independent Director” means, a member of the board of directors of Parent who qualifies as an “independent director” under the Exchange Act and the NYSE Rules.

“Interest Expense” means, with reference to any period, total interest expense (including that attributable to Capital Lease Obligations) of the Company and its Subsidiaries for such period with respect to all outstanding indebtedness of the Company and its Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs under Swap Agreements in respect of interest rates, to the extent such net costs are allocable to such period in accordance with GAAP), calculated for the Company and its Subsidiaries on a consolidated basis for such period in accordance with GAAP.

“Initial Term” has the meaning set forth in Section 11(a).

“Initial Valuation Firm Review Period” has the meaning set forth in Section 11(e)(ii).

“Investment Bank-Selected Valuation Firm” has the meaning set forth in Section 11(e)(iii).

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended from time to time, or any successor statute thereto.

“Letter Agreement” means the letter agreement, dated as of February 28, 2025, by and between Parent and the Manager.

“Losses” means any expenses, losses, damages, liabilities, demands, penalties, costs, charges and claims of any nature whatsoever (including any Out-of-Pocket Expenses).

“LTM Adjusted EBITDA” means, with respect to any twelve (12)-month period prior to a determination date, the last twelve (12) months’ aggregate amount of Adjusted EBITDA. Schedule I sets forth an illustrative calculation of LTM Adjusted EBITDA for the twelve (12)-month period ended September 30, 2025.

“Manager” has the meaning set forth in the Preamble.

“Manager Expenses” has the meaning set forth in Section 8(a).

“Manager Indemnified Party” has the meaning set forth in Section 9(a).

“Manager Permitted Disclosure Parties” has the meaning set forth in Section 6(b).

“Manager-Selected Valuation Firm” has the meaning set forth in Section 11(e)(ii).

“Manager Termination Notice” has the meaning set forth in Section 11(d)(ii).

“Mediation” has the meaning set forth in Section 11(b)(ii).

“Mediator” has the meaning set forth in Section 11(b)(ii).

“Multiple on Fees Value” means an amount equal to (i) the aggregate Quarterly Management Fees that became payable hereunder during the twenty-four (24)-month period ended as of the last day of the most recent fiscal quarter completed prior to the Effective Termination Date multiplied by (ii) four (4). For the avoidance of doubt, the Multiple on Fees Value shall be determined without regard to any waiver or other discount by the Manager of any Quarterly Management Fee (which shall be calculated for purposes of the determination of the Multiple on Fees Value as though no such waiver or discount was applied).

“Net Income” means, for any period, the consolidated net income (or loss) determined for the Company and its Subsidiaries, on a consolidated basis in accordance with GAAP; provided that there shall be excluded (i) the income (or deficit) of any Person (other than a Subsidiary) in which the Company or any Subsidiary has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (ii) the undistributed earnings of any Subsidiary, to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation law applicable to such Subsidiary.

“Net Present Value of Fees Payable” means, as of the Effective Termination Date, (i) the net present value of the aggregate Quarterly Management Fees then payable or that would become payable hereunder during the five (5)-year period following the Effective Termination Date, discounted annually at a per annum rate equal to six percent (6.0%), plus (ii) the net present value of the terminal value of the Quarterly Management Fees that would become payable hereunder after such five (5)-year period if this Agreement were automatically renewed and remained in effect in perpetuity, discounted from the terminal year to the applicable present date at a per annum rate equal to six percent (6.0%). For the avoidance of doubt, the Net Present Value of Fees Payable shall be determined without regard to any waiver or other discount by the Manager of any Quarterly Management Fee (which shall be calculated for purposes of the determination of the Net Present Value of Fees Payable as though no such waiver or discount was applied).

“NYSE” means the New York Stock Exchange.

“NYSE Rules” means the NYSE listing rules currently in effect and, as amended, restated, supplemented or otherwise modified from time to time.

“Out-of-Pocket Expenses” means any and all documented and reasonable out-of-pocket expenses (including fees and out-of-pocket disbursements of counsel).

“Parent” has the meaning set forth in the Recitals.

“Parent Allocated Expense” means, for any period, the sum of all selling, general and administrative expenses of Parent, all as determined for Parent in accordance with GAAP, minus, without duplication, (i) the sum of (A) Depreciation and Amortization Expense, (B) losses and expenses that are properly classified under GAAP as extraordinary, (C) actual one-time and non-recurring fees, expenses and costs relating to any acquisition, business combination transaction or other transaction, in each case, evaluated, negotiated and, if applicable, implemented in accordance with the Management Agreement (whether or not closed), (D) any non-cash compensation charge or expense realized or resulting from any contingent payment obligation or similar payment obligation (including any “earn-out” obligation) that would require payments to any Person arising in connection with any acquisition, business combination transaction or other transaction consummated in accordance with the Management Agreement, (E) any impairment charges or asset write-offs, in each case, pursuant to GAAP, and (F) any other non-cash non-recurring expenses, plus, without duplication, (ii) the sum of the amounts for such period included in determining such selling, general and administrative expenses of Parent of (A) any gains on sales of assets and gains that are properly classified under GAAP as extraordinary, all as determined for Parent in accordance with GAAP and (B) any cash payments made during such period in respect of non-cash charges described in clause (i)(F) taken in a prior period.

“Parent Trading Price” means the VWAP of one (1) share of Class A Common Stock for the five (5) consecutive trading days ending on the trading day immediately preceding the date that the Termination Fee is finally determined pursuant to Section 11(e) (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“Person” means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of the foregoing.

“Quarterly Management Fee” means, with respect to each fiscal quarter, the quarterly management fee, payable in arrears, in a cash amount equal to two-and-a-half percent (2.5%) of LTM Adjusted EBITDA, measured for the period ending on the last day of the fiscal quarter then ended. The Quarterly Management Fee shall be pro-rated for partial periods, to the extent necessary, as described more fully elsewhere herein.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto.

“Subsidiary” means a corporation, limited liability company, partnership, joint venture or other entity or organization of which: (i) the Company or any other subsidiary of the Company is a general partner or managing member, or (ii) voting power to elect a majority of the board of directors, trustees or other Persons performing similar functions with respect to such entity or organization is held by the Company or by any one or more of the Company’s subsidiaries; provided that, for the avoidance of doubt, it is acknowledged and agreed that (x) the Company and its Subsidiaries shall not be deemed to be Subsidiaries of the Manager and its Subsidiaries and (y) other Persons managed by the Manager shall not be deemed to be Subsidiaries of the Manager or its Subsidiaries or the Company or its Subsidiaries.

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or its Subsidiaries shall be a Swap Agreement.

“TargetCo” has the meaning set forth in the Recitals.

“Termination Fee” means an amount equal to the greatest of (i) the Fair Market Value of Fees Payable, (ii) the Net Present Value of Fees Payable and (iii) the Multiple on Fees Value.

“Termination Fee Negotiation Period” has the meaning set forth in Section 11(e)(i).

“Termination Make-Whole Cash Payment” has the meaning set forth in Section 11(f).

“Termination Shares” has the meaning set forth in Section 11(f).

“Termination Shares Value” means an amount equal to (i) the aggregate number of Termination Shares multiplied by (ii) the Parent Trading Price.

“Termination Without a Company Kick-Out Event” has the meaning set forth in Section 11(b).

“Trading Days” means a day on which NYSE is open for the transaction of business.

“Transaction Agreement” has the meaning set forth in the Recitals.

“Valuation Firm” has the meaning set forth in Section 11(e)(iii).

“VWAP” means the daily per share volume-weighted average price of Class A Common Stock on the principal U.S. securities exchange, “over-the- counter” market or automated or electronic quotation system on which Class A Common Stock trades, as displayed under the heading Bloomberg VWAP on the Bloomberg page designated for Class A Common Stock (or its equivalent successor if such page is not available) in respect of the period from the open of trading on such day until the close of trading on such day (or if such volume-weighted average price is unavailable, the per share volume-weighted average price of such Class A Common Stock on such day (determined without regard to afterhours trading or any other trading outside the regular trading session or trading hours)).

(b) As used herein, “fiscal quarters” shall mean the applicable fiscal quarter of Parent and “fiscal year” shall mean the applicable fiscal year of Parent. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. References herein to “Sections,” “clauses” and other subdivisions, and to Schedules, without reference to a document are to the specified Sections, clauses and other subdivisions of and Schedules to, this Agreement. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. References to “dollars” or “$” mean United States dollars, unless otherwise clearly indicated to the contrary.

Section 2. Appointment of the Manager. To the fullest extent permitted by Delaware law, the Exchange Act, the Securities Act, the NYSE Rules and any other applicable rule or regulation (including the rules and regulations promulgated under the Exchange Act and the Securities Act), the Company hereby appoints the Manager (and grants to it all powers necessary, convenient or appropriate) to, and the Manager hereby agrees and covenants that it shall manage the day-to-day business and operations and oversee the strategy of the Company and its controlled Affiliates in accordance with the terms of this Agreement.

Section 3. Obligations of the Manager.

(a) Subject to Section 2, the Manager shall use commercially reasonable efforts to perform (or cause to be performed) the following services (the “Services”):

(i) establishing and monitoring the Company’s objectives, financing activities and operating performance;

(ii) selecting and overseeing the Company’s management team and their performance;

(iii) reviewing and approving the Company’s compensation and benefit plans, programs, policies, arrangements and agreements, including with respect to any grants of equity awards to Persons providing services to the Company;

(iv) devising capital allocation strategies, plans and policies of the Company;

(v) setting the budget parameters and expense guidelines of the Company and monitoring compliance therewith;

(vi) identifying, analyzing and overseeing the consummation of business opportunities and potential acquisitions, dispositions and other business combinations;

(vii) originating and recommending opportunities to form or acquire, and structuring and managing, any joint ventures;

(viii) leading or overseeing negotiations with potential participants in any business opportunity under the Company’s consideration and determining (or delegating to any officer of the Company the decision to determine) if and when to proceed;

(ix) engaging and supervising, on the Company’s behalf, independent contractors and third-party service providers;

(x) communicating on behalf of the Company with the holders of any securities of the Company (A) as required to satisfy any reporting and other requirements of any Governmental Authority having jurisdiction over the Company and (B) to maintain effective relations with such holders;

(xi) overseeing all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day activities (other than with the Manager or its Affiliates);

(xii) counselling the Company in connection with decisions required by Delaware law to be made by the Board; and

(xiii) performing such other services from time to time in connection with the management of the business and affairs of the Company and its activities as the Company shall reasonably request and/or the Manager shall deem appropriate under the particular circumstances.

(b) From the Effective Date until the termination of this Agreement, if any, in accordance with Section 11, the Company, on behalf of itself and its controlled Affiliates, hereby constitutes, appoints and authorizes the Manager, and any officer of the Manager acting on its behalf from time to time, as the true and lawful agent and attorney-in-fact of the Company and such controlled Affiliates, in its or their respective names, places and steads, to negotiate, execute, deliver and enter into any certificates, instruments, agreements, authorizations and other documentation in the name and on behalf of the Company or any such controlled Affiliate as the Manager, in its sole discretion, deems necessary or appropriate to perform the Services, in each case subject to subject to Section 2. This power of attorney is deemed to be coupled with an interest. In performing the Services, as an agent of the Company or any of its controlled Affiliates, the Manager shall have the right to exercise all powers and authority which are reasonably necessary and customary to perform its obligations under this Agreement.

(c) The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of the Persons as the Manager deems necessary or advisable to perform the Services (which Persons may include Affiliates of the Manager), in each case, subject to Section 2; provided that any such services may be provided by such Affiliates only to the extent such services are on arm’s length terms. In performing or causing to be performed the Services, the Manager shall be entitled to rely reasonably on qualified experts and professionals (including, accountants, legal counsel and other professional service providers) hired by the Manager.

(d) At the Company’s reasonable request, the Manager shall prepare, or, at the sole cost and expense of the Company, cause to be prepared, (i) reports and other information on the Company’s operations and (ii) other information relating to any proposed or consummated business acquisition or divestiture.

(e) At all times during the term of this Agreement, the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage that is customarily carried by managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company and its Subsidiaries.

(f) Officers, employees and agents of the Manager and its Affiliates may serve as directors, officers, employees, agents, nominees or signatories for the Company or any of its controlled Affiliates. When executing documents or otherwise acting in such capacities for the Company or any of its controlled Affiliates, such Persons shall indicate in what capacity they are executing on behalf of the Company or any of its controlled Affiliates.

(g) The Manager shall refrain from any action that, in its sole judgment made in good faith, would materially violate any law, rule or regulation of any Governmental Authority having jurisdiction over the Company and its controlled Affiliates. Notwithstanding the foregoing, neither the Manager nor any of its Affiliates shall be liable to the Company, any of its controlled Affiliates or any of their respective Affiliates or equityholders for any act or omission by the Manager or any of its Affiliates, except as provided in Section 9.

(h) For the avoidance of doubt, and not withstanding anything to the contrary in this Agreement, the entry by the Company and the Manager into this Agreement and the performance of their respective obligations hereunder shall not affect the authority, duties or responsibilities of the executive officers of Parent or the Company, including the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Parent, or the Executive Chairman of the Company.

Section 4. Obligations of the Company.

(a) The Company agrees to take all actions reasonably required to permit and enable the Manager to carry out its duties and obligations under this Agreement, including, all steps reasonably necessary to allow the Manager, subject to Section 2, to make any filing required to be made under the Securities Act, Exchange Act, the NYSE Rules or other applicable law, rule or regulation on behalf of the Company in a timely manner.

(b) The Company further agrees to use commercially reasonable efforts to make available to the Manager all resources, information and materials reasonably requested by the Manager to enable the Manager to satisfy its obligations hereunder, including its obligations to deliver financial statements and any other information or reports with respect to the Company.

(c) The Company hereby acknowledges and agrees that the Manager may use the name “Husky Technologies” and other trademarks of the Company in connection with its activities under this Agreement (including, in connection with the preparation of any filing with or notification to any Governmental Authority made on behalf of the Company or any of its Subsidiaries). The parties hereto will reasonably cooperate to maintain reasonable quality control with respect to the Manager’s use of such trademarks.

Section 5. Additional Activities of the Manager; Non-Solicitation.

(a) Nothing in this Agreement shall (i) prevent the Manager or any of its Affiliates, or any of its or their officers, directors or employees, from engaging in other businesses or from rendering services of any kind to any other Person, whether or not the business objectives or policies of any such other Person are similar to those of the Company, (ii) in any way bind or restrict the Manager or any of its Affiliates, or any of its or their officers, directors or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Manager or any of its Affiliates, or any of its or their officers, directors or employees may be acting, or (iii) prevent the Manager or any of its Affiliates from receiving fees or other compensation or profits from such activities described in this Section 5(a) which shall be for the Manager’s (and/or its Affiliates’) sole benefit. In furtherance of the foregoing, the Company acknowledges and agrees that (A) this Agreement and the Manager’s obligation to provide the Services shall not create an exclusive relationship between the Manager and its Affiliates, on the one hand, and the Company and its controlled Affiliates, on the other hand, (B) the Manager and its Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any kind, nature or description, independently or with others, whether or not such ventures are competitive with the Company or any of its controlled Affiliates and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Manager and its Affiliates, (C) none of the Manager or any of its Affiliates who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any of its controlled Affiliates shall have any duty to communicate or offer such opportunity to the Company or any of its controlled Affiliates, and the Manager and its Affiliates shall not be liable to the Company or any of its controlled Affiliates for breach of any fiduciary or other duty by reason of the fact that the Manager or any of its Affiliates pursues or acquires for, or directs such opportunity to another Person or does not communicate such opportunity or information to the Company or any of its controlled Affiliates and (D) the Manager and its Affiliates may, in the Manager’s sole and absolute discretion, allocate opportunities among the Company and such other Persons to which the Manager renders services of any kind, or for which the Manager otherwise acts as an external manager, in any manner that the Manager determines would be necessary, convenient or appropriate (which determination, for the avoidance of doubt, may be based upon such allocation of opportunities that maximizes the aggregate management fees received by the Manager pursuant to this Agreement and any other management agreement or similar agreement entered into between the Manager and such other Persons). Notwithstanding anything herein to the contrary, (x) nothing in this Agreement shall be construed to impose on the Manager an express or implied fiduciary duty to the Company, any of its controlled Affiliates or their respective holders of equity or voting interests, and (y) none of the Company or any of its controlled Affiliates shall have any rights in or to such business ventures, potential transactions, agreements, arrangements, opportunities or other matters referred to in this Section 5(a), or the income or profits or losses derived therefrom, and the pursuit of such business ventures, potential transactions, agreements, arrangements, opportunities or other matters, even if competitive with the activities of the Company and its controlled Affiliates, shall not be deemed wrongful or improper.

(b) In the event of a Termination Without a Company Kick-Out Event by the Company pursuant to Section 11(b), for a period of two (2) years following such termination, the Company shall not, without the consent of the Manager, employ or otherwise retain any employee of the Manager or any of its Affiliates or any Person who has been employed by the Manager or any of its Affiliates at any time within the two (2)-year period immediately preceding the date on which such Person commences employment with or is otherwise retained by the Company (any such Person, a “Covered Person”); provided that the preceding sentence shall not restrict the Company from employing or retaining any Covered Person who devotes substantially all of such Covered Person’s business time and attention to the Company’s Business, other than with respect to acquisitions, dispositions and other business combinations, joint ventures or other investments of the Company or any of its Subsidiaries. The Company acknowledges and agrees that, in addition to any damages, the Manager may be entitled to equitable relief for any violation of this Section 5(b) by the Company, including, injunctive relief.

Section 6. Records; Confidentiality.

(a) The Manager shall maintain appropriate books of account, records and files relating to services performed hereunder, and such books of account, records and files shall be accessible for inspection by representatives of the Company at any time during normal business hours upon advance written notice. The Manager shall have full responsibility for the maintenance, care and safekeeping of all such books of account, records and files (it being understood that if any such recordkeeping services are performed by service providers to the Company and such service providers are monitored by the Manager with due care, the Manager shall be in compliance with the foregoing).

(b) Until the third (3rd) anniversary of any termination of this Agreement pursuant to Section 11 (or in the case of trade secrets, for so long as such trade secrets constitute trade secrets under applicable law), the Manager shall keep confidential any and all Confidential Information and shall not use Confidential Information other than in connection with the performance of the Services or disclose Confidential Information, in whole or in part, to any Person other than (i) to officers, directors, employees, agents, representatives, advisors of the Manager or its Affiliates who need to know such Confidential Information for the purpose of rendering services hereunder, (ii) to appraisers, lenders or other financing sources, co-originators, custodians, administrators, brokers, commercial counterparties or any similar entity and others in the ordinary course of the Company’s Business ((i) and (ii) collectively, “Manager Permitted Disclosure Parties”), (iii) in connection with any governmental or regulatory filings of the Company or its Affiliates or disclosure or presentations to investors in the Company’s Business (subject to compliance with applicable law), (iv) to Governmental Authorities having jurisdiction over the Company or the Manager, (v) as requested by law, legal process or regulatory request to which the Manager or any Person to whom disclosure is permitted hereunder is a party or subject, (vi) to existing or prospective investors in the Company’s Business and their advisors to the extent such Persons reasonably request such information, subject to an undertaking of confidentiality, non-disclosure and non-use, or (vii) with the consent of the Company, including pursuant to a separate agreement entered into between the Manager and the Company. The Manager agrees to inform each of its Manager Permitted Disclosure Parties of the non-public nature of the Confidential Information. Nothing herein shall prevent the Manager from disclosing Confidential Information (A) upon the order of any court or administrative agency, (B) upon the request or demand of, or pursuant to any law or regulation to, any regulatory agency or authority, (C) to the extent reasonably required in connection with the exercise of any remedy hereunder, or (D) to its legal counsel or independent auditors; provided, however, that with respect to clauses (A) and (B), it is agreed that, so long as not legally prohibited, the Manager will (x) consider, and if advisable seek, at the Company’s sole expense, an appropriate protective order or confidentiality agreement, (y) notify the Company of such disclosure, and (z) in the absence of an appropriate protective order or confidentiality agreement, disclose only that portion of such information that is responsive to such request or demand.

Section 7. Compensation.

(a) For the Services rendered, the Company shall pay the Quarterly Management Fees to the Manager. The Manager will not receive any Quarterly Management Fees for periods prior to the Effective Date. The Manager may (at its sole discretion) elect not to receive, or to discount, any Quarterly Management Fee for a given quarterly period, which election shall not be deemed to constitute a waiver or discount of the Quarterly Management Fee in any future periods and shall, for the avoidance of doubt, be ignored in calculating the Termination Fee (and the components thereof).

(b) The parties hereto acknowledge that the Quarterly Management Fee is intended in part to compensate the Manager and its Affiliates for the costs and expenses (other than reimbursable costs and expenses) the Manager will incur hereunder, as well as certain expenses not otherwise reimbursable under Section 8, in order for the Manager to provide the Services to the Company. A management fee paid by the Manager under a sub-management agreement (if any) shall not constitute an expense reimbursable by the Company under this Agreement or otherwise unless otherwise approved by the Company.

(c) Each Quarterly Management Fee shall be payable in arrears in cash, commencing with the fiscal quarter in which the Effective Date occurs. If applicable, the initial and final Quarterly Management Fees shall be pro-rated based on the number of days during the initial and final fiscal quarter, respectively, that this Agreement is in effect. The Manager shall calculate each Quarterly Management Fee, and deliver such calculation to the Company, within thirty (30) days following the last day of each fiscal quarter and the Company shall pay the Manager the applicable Quarterly Management Fee for such fiscal quarter within three (3) Business Days after the date of delivery to the Company of such computations.

(d) The Company shall make any payments due hereunder to the Manager or, if the Manager directs, to an Affiliate of the Manager.

(e) The parties hereto acknowledge that, for the avoidance of doubt, any fees under this Agreement, the CompoSecure Management Agreement and any other management agreement that may be entered into from time to time pursuant to Section 15(d) of the CompoSecure Management Agreement or Section 15(d) of this Agreement, shall be calculated in a manner such that there will be no duplication of fees nor fee deductions, including with respect to Parent Allocated Expenses.

Section 8. Expenses.

(a) Subject to Section 8(b) and except as otherwise specifically acknowledged and agreed in writing, the Manager shall be responsible for the expenses related to any and all personnel of the Manager and its Affiliates who provide services to the Company pursuant to this Agreement or otherwise (including, each of the officers of the Company and any directors of the Company who are also directors, officers or employees of the Manager or any of its Affiliates), including, salaries, bonuses and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance (other than insurance specifically required under this Agreement, including pursuant to Section 3(e)) with respect to such personnel (collectively, “Manager Expenses”).

(b) The Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for documented costs and expenses of the Manager and its Affiliates incurred on behalf of the Company other than Manager Expenses (collectively, “Company Expenses”). The Manager, in good faith, shall determine whether a cost or expense is a Manager Expense or Company Expense. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses shall be paid by the Company and shall not be paid by the Manager or its Affiliates: (i) fees, costs and expenses in connection with transaction costs incident to the acquisition, negotiation, structuring, trading, settling, disposition and financing of any investments of the Company and its Subsidiaries (whether or not consummated); (ii) fees, costs and expenses of legal, tax, accounting, consulting, auditing (including internal audit), finance, administrative, investment banking, capital market and other similar services rendered to the Company or any of its Subsidiaries (including, where the context requires, through one or more third-parties and/or Affiliates of the Manager) or, if provided by the Manager’s personnel, in accordance with Section 3(c); (iii) the compensation and expenses of the directors and officers of the Company and its Subsidiaries, as applicable, the cost of liability insurance to indemnify such directors and officers and the non-cash equity incentive compensation (that is denominated in, or the value of which is determined with reference to, shares of capital stock of Parent) of the personnel of the Company and its Subsidiaries, the Manager and their respective Affiliates who provide services to the Company and its Affiliates; (iv) interest and fees and expenses arising out of borrowings made by the Company or any of its Subsidiaries, including, costs associated with the establishment and maintenance of any credit facilities, other financing arrangements, or other indebtedness of the Company or any of its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company or any of its Subsidiaries; (v) expenses connected with communications to holders of securities of the Company or any of its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of any

Governmental Authorities having jurisdiction over the Company or any of its Subsidiaries, including, all costs of preparing and filing required reports with the SEC, the costs payable by the Company or any of its Subsidiaries to any transfer agent and registrar in connection with the listing and/or trading of the securities of the Company or any of its Subsidiaries on any exchange, the fees payable by the Company or any of its Subsidiaries to any such exchange in connection with its listing, costs of preparing, printing and mailing any other reports or related statements of the Company or any of its Subsidiaries; (vi) costs of the Company or any of its Subsidiaries associated with technology-related expenses, including without limitation, any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Manager, technology service providers and related software/hardware utilized in connection with the investment and operational activities of the Company and its Subsidiaries; (vii) expenses incurred by managers, officers, personnel and agents of the Manager for travel on behalf of the Company or any of its Subsidiaries and other Out-of-Pocket Expenses incurred by them in connection with the Services or the acquisition, financing, refinancing, sale or other disposition of an investment or any securities offerings of the Company or any of its Subsidiaries; (viii) expenses incurred with respect to market information systems and publications, research publications and materials, including, news research and quotation equipment and services, obtained or used by the Manager in connection with rendering the Services or performing any other duty hereunder; (ix) the costs and expenses relating to ongoing regulatory compliance matters and regulatory reporting obligations relating to the Company’s Business; (x) the costs of any litigation involving the Company or any of its Subsidiaries or its or their respective assets and the amount of any judgments or settlements paid in connection therewith, (xi) all taxes and license fees of the Company and its Subsidiaries; (xii) all costs of directors and officers, liability or other insurance relating to the Company’s Business and other insurance costs incurred in connection with the operation of the Company’s Business, except for the costs attributable to the insurance that the Manager elects to carry for itself and its personnel, and all indemnification or extraordinary expense or liability relating to the Company’s Business; (xiii) costs and expenses incurred in contracting with any third-parties, in whole or in part, on behalf of the Company or any of its Subsidiaries; (xiv) all other costs and expenses relating to the Company’s Business and operations, including, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of businesses, including appraisal, reporting, audit and legal fees; (xv) expenses relating to any office(s) or office facilities, including, disaster backup recovery sites and facilities, maintained for the Company, any of its Subsidiaries or any investments of the Company and its Subsidiaries separate from the office or offices of the Manager; (xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made to or on account of holders of securities of the Company or any of its the Subsidiaries, including, in connection with any dividend reinvestment plan; (xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any of its Subsidiaries, or against any trustee, director, partner, member or officer of the Company or any of its Subsidiaries in such Person’s capacity as such for which the Company or any of its Subsidiaries is required to indemnify such trustee, director, partner, member or officer by any Governmental Authority; and (xviii) all other expenses actually incurred by the Manager (except as otherwise specifically excluded herein) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.

(c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for the same type of expenses or similar expenses in future periods if such expenses or similar expenses are incurred in future periods.

(d) The provisions of this Section 8 shall survive any termination of this Agreement pursuant to Section 11 to the extent such expenses have previously been incurred or are incurred in connection with such termination.

Section 9. Limits of the Manager’s Responsibility; Indemnification.

(a) The Manager assumes no responsibility under this Agreement other than to render the Services in good faith in accordance with this Agreement. To the fullest extent permitted by Delaware law, the Manager and its Affiliates, including their respective directors, officers, employees, managers, trustees, control persons, partners, stockholders and equityholders, will not be liable to the Company, any of its Subsidiaries or any of their respective Affiliates or equityholders, for any acts or omissions by the Manager or its officers, employees or Affiliates performed in accordance with, pursuant to, or in furtherance of, this Agreement, whether by or through attempted piercing of the corporate veil, by or through a claim, by the enforcement of any judgment or assessment or by any legal or equitable proceeding (including any threatened or ongoing investigative, administrative, judicial or regulatory action or proceeding), or by virtue of any statute, regulation or other applicable law, or otherwise (together, “Actions”), except by reason of acts or omission constituting bad faith, fraud, willful misconduct, gross negligence or reckless disregard of their respective duties under this Agreement. The Company shall, to the fullest extent permitted by Delaware law, reimburse, indemnify and hold harmless the Manager, its Affiliates, and the directors, officers, employees and stockholders of the Manager and its Affiliates including their respective directors, officers, employees, managers, trustees, control persons, partners, stockholders and equityholders (each, a “Manager Indemnified Party”), (i) of and from any and all Losses in respect of or arising from any acts or omissions of such Manager Indemnified Party performed in good faith in accordance with, pursuant to, or in furtherance of, this Agreement and not constituting bad faith, fraud, willful misconduct, gross negligence or reckless disregard of duties of such Manager Indemnified Party under this Agreement and (ii) of and from any Out-of-Pocket Expenses incurred in connection with investigating, preparing or defending any Actions as such expenses are incurred or paid (provided that if it is ultimately finally judicially determined in a court of competent jurisdiction that such Manager Indemnified Party is not entitled to indemnification hereunder, such Manager Indemnified Party shall reimburse the Company for any Out-of-Pocket Expenses already paid or reimbursed by the Company in respect of which such final judicial determination was made). Notwithstanding the above, the Manager will not be liable for trade errors that may result from ordinary negligence, errors in the investment decision making process and/or in the trade process.

(b) The Manager shall, to the fullest extent permitted by Delaware law, reimburse, indemnify and hold harmless the Company, its Subsidiaries and the directors, officers and employees of the Company and its Subsidiaries, as applicable (each, a “Company Indemnified Party”, a Manager Indemnified Party and a Company Indemnified Party are each sometimes hereinafter referred to as an “Indemnified Party”) of and from any and all Losses in respect of or arising from (i) any acts or omissions of the Manager constituting bad faith, fraud, willful misconduct, gross negligence or reckless disregard of duties of the Manager under this Agreement or (ii) any claims by the Manager’s or its Affiliate’s employees relating to the terms and conditions of their employment by the Manager or its Affiliate.

(c) In case any such claim, suit, action, investigation or proceeding (a “Claim”) is brought against any Indemnified Party in respect of which indemnification may be sought by such Indemnified Party pursuant hereto, the Indemnified Party shall give prompt written notice thereof to the indemnifying party, which notice shall include all documents and information in the possession of or under the control of such Indemnified Party reasonably necessary for the evaluation and/or defense of such Claim and shall specifically state that indemnification for such Claim is being sought under this Section 9; provided, however, that the failure of the Indemnified Party to so notify the indemnifying party shall not limit or affect such Indemnified Party’s rights other than pursuant to this Section 9 unless the failure to provide such notice results in material prejudice to the indemnifying party. Upon receipt of such notice of Claim (together with such documents and information from such Indemnified Party), the indemnifying party shall, at its sole cost and expense, in good faith control and defend any such Claim (including any settlement thereof) with counsel reasonably satisfactory to such Indemnified Party, which counsel may, without limiting the rights of such Indemnified Party pursuant to the next succeeding sentence of this Section 9(c), also represent the indemnifying party in such Claim. In the alternative, such Indemnified Party may elect to conduct the defense of the Claim, if (i) such Indemnified Party reasonably determines that the conduct of its defense by the indemnifying party could be materially prejudicial to its interests, (ii) the indemnifying party refuses to assume such defense (or fails to give written notice to the Indemnified Party within ten (10) days of receipt of a notice of Claim that the indemnifying party assumes such defense), or (iii) the indemnifying party shall have failed, in such Indemnified Party’s reasonable judgment, to defend the Claim in good faith. The indemnifying party may settle any Claim against such Indemnified Party; provided that (A) such settlement is without any Losses (including equitable relief) whatsoever to such Indemnified Party, (B) the settlement does not include or require any admission of liability or culpability by such Indemnified Party and (C) the indemnifying party obtains an effective written release of liability for such Indemnified Party from the party to the Claim with whom such settlement is being made, which release must be reasonably acceptable to such Indemnified Party, and a dismissal with prejudice with respect to all claims made by the party against such Indemnified Party in connection with such Claim. Subject to the immediately prior sentence, the applicable Indemnified Party shall reasonably cooperate with the indemnifying party, at the indemnifying party’s sole cost and expense, in connection with the defense or settlement of any Claim in accordance with the terms hereof. If such Indemnified Party is entitled pursuant to this Section 9 to elect to defend such Claim by counsel of its own choosing and so elects, then the indemnifying party shall be responsible for any good faith settlement of such Claim entered into by such Indemnified Party. Except as provided in the immediately preceding sentence, no Indemnified Party may pay or settle any Claim and seek reimbursement therefor under this Section 9.

(d) Any Indemnified Party entitled to indemnification hereunder shall first seek recovery from any other indemnity then available with respect to portfolio entities and/or any applicable insurance policies by which such Indemnified Party is indemnified or covered prior to seeking recovery hereunder and shall obtain the written consent of the Company or the Manager (as applicable) prior to entering into any compromise or settlement which would result in an obligation of the Company or the Manager (as applicable) to indemnify such Indemnified Party. If such Indemnified Party shall actually recover any amounts under any applicable insurance policies or other indemnity then available, it shall offset the net proceeds so received against any amounts owed by the Company or the Manager (as applicable) by reason of the indemnity provided hereunder or, if all such amounts shall have been paid by the Company or the Manager (as applicable) in full prior to the actual receipt of such net insurance proceeds, it shall pay over such proceeds (up to the amount of indemnification paid by the Company or the Manager (as applicable) to such Indemnified Party) to the Company or the Manager (as applicable). If the amounts in respect of which indemnification is sought arise out of the conduct of the business and affairs of the Company or the Manager and also of any other Person or entity for which the Indemnified Party hereunder was then acting in a similar capacity, the amount of the indemnification to be provided by the Company or the Manager (as applicable) may be limited to the Company’s or the Manager’s (as applicable) allocable share thereof if so determined by the Company or Manager (as applicable) in good faith.

(e) The provisions of this Section 9 shall survive any termination of this Agreement pursuant to Section 11.

Section 10. No Joint Venture. The Company and the Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

Section 11. Term; Renewal; Termination.

(a) Term; Renewal. This Agreement became effective on the Closing (the “Effective Date”) and shall continue in operation, unless terminated in accordance with the terms hereof, until the tenth (10th) anniversary of the Effective Date (the “Initial Term”). Following the Initial Term, this Agreement shall be deemed renewed automatically for successive and additional ten (10)-year period(s) (each, an “Automatic Renewal Term”) unless the Company or the Manager elects to terminate or not renew this Agreement in accordance with Section 11(b), Section 11(c) or Section 11(d), as applicable. For the avoidance of doubt, during the Initial Term and each Automatic Renewal Term, the Company shall have the Company Kick-Out Right.

(b) Termination by the Company Without a Company Kick-Out Event. Notwithstanding any other provision of this Agreement to the contrary, upon both (x) the expiration of the Initial Term or an Automatic Renewal Term, as applicable, and (y) one hundred eighty (180) days’ prior written notice to the Manager (the “Company Termination Notice”), the Company may, without the occurrence of a Company Kick-Out Event, decline to renew this Agreement upon a two-thirds (2/3) vote of the Independent Directors (who have not recused themselves with respect to such vote) that the Quarterly Management Fees payable to the Manager are not fair, subject to clauses (i)-(iv) below (any such nonrenewal, a “Termination Without a Company Kick-Out Event”). The Company Termination Notice shall include reasonable supporting detail for the Independent Directors’ determination that the Quarterly Management Fees payable to the Manager are not fair.

(i) No later than five (5) Business Days following the receipt by the Manager of the Company Termination Notice, the management teams of the Company and the Manager shall engage in good faith discussions and negotiations to resolve the Independent Directors’ concerns that the Quarterly Management Fees are not fair for a period of sixty (60) days (the “Consultation Period”).

(ii) If, at the end of the Consultation Period, the Company and the Manager have been unable to resolve such concerns, then the Company and the Manager shall attempt in good faith to retain as soon as reasonably practicable (but in no event later than ten (10) Business Days after the expiration of the Consultation Period) an agreed upon impartial professional mediator who is a partner or a retired partner, in each case, in a law firm of national standing based in New York City with experience in investment management (any such Person, a “Mediator”) for a nonbinding mediation of such dispute (such process, a “Mediation”); provided that if the Company and the Manager cannot agree on a Mediator within such ten (10)-Business Day period, or if the Mediator agreed upon by the Company and the Manager does not accept being retained for the Mediation, then within an additional ten (10) Business Days, the Company and the Manager shall each select one (1) Mediator and those two (2) Mediators shall, within ten (10) Business Days after their selection, select a third (3rd) Mediator. The Mediation shall be conducted by the Mediator selected in accordance with the preceding sentence on a strictly confidential basis, and no participant shall disclose the existence, nature, any documents, exhibits or information exchanged or presented, in connection with such Mediation, or the result of the Mediation, to any third-party, with the sole exceptions of its legal counsel and/or tax advisor, all of whom shall be bound by these confidentiality terms. The Company and the Manager agree to take all steps necessary to protect the confidentiality of the materials in respect of the Mediation, agree to file (and, if so required by applicable court rules, seek leave to file) confidential information (and documents containing confidential information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality terms contained herein.

(iii) In the event that the Company and the Manager are able to resolve such concerns pursuant to Section 11(b)(i) or Section 11(b)(ii) prior to the Effective Termination Date, then the Termination Fee that became payable upon the Manager’s receipt of the Company Termination Notice delivered by the Company pursuant to Section 11(b) shall no longer be payable, (B) such Company Termination Notice shall be deemed to be of no force and effect, (C) the Company and the Manager shall as promptly as practicable (and in no event later than five (5) Business Days following the resolution of such concerns) execute and deliver an amendment to this Agreement setting forth the revised Quarterly Management Fee as then agreed upon by the Company and the Manager and (D) this Agreement, as so amended, shall continue in full force and effect on the terms stated herein and in such amendment.

(iv) In the event that the Company and the Manager are unable to reach an understanding with respect to the Quarterly Management Fee, the Agreement shall be deemed terminated and the Company shall pay to the Manager the Termination Fee in accordance with Section 11(f).

(c) Termination by the Company Upon a Company Kick-Out Event. The Company may terminate this Agreement effective upon thirty (30) days’ prior written notice of termination from the Company to the Manager, without payment of the Termination Fee, upon the occurrence of a Company Kick-Out Event.

(d) Termination by the Manager. The Manager shall have the following rights to terminate this Agreement:

(i) No later than one hundred eighty (180) days prior to the expiration of the Initial Term or the then current Automatic Renewal Term, the Manager may deliver written notice to the Company informing it of the Manager’s intention to decline to renew this Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the expiration of the then-current term. The Company shall not be required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 11(d)(i).

(ii) The Manager may terminate this Agreement effective upon sixty (60) days’ prior written notice of termination to the Company (any such notice, a “Manager Termination Notice”) (A) in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default shall continue for a period of thirty (30) days after written notice thereof specifying such default and requesting that the same be remedied in such thirty (30) day period or (B) upon the termination of the Letter Agreement, prior to any nonrenewal or termination of this Agreement. The Company shall be required to pay to the Manager the Termination Fee in accordance with Section 11(f) if the Manager terminates this Agreement pursuant to clause (A) or (B) above.

(iii) The Manager may terminate this Agreement if the Company becomes required to register as an investment company under the Investment Company Act, with such termination deemed to occur immediately before such event, in which case the Company shall not be required to pay to Manager the Termination Fee.

(e) Determination of the Termination Fee. If a Termination Fee becomes payable by the Company to the Manager upon a termination of this Agreement pursuant to Section 11(b), Section 11(d)(ii)(A) or Section 11(d)(ii)(B), the Termination Fee shall be finally determined as follows:

(i) If the Company and the Manager agree on the Termination Fee within thirty (30) days following receipt (A) by the Manager of a Company Termination Notice delivered by the Company pursuant to Section 11(b) or (B) by the Company of a Manager Termination Notice delivered by the Manager pursuant to Section 11(d)(ii)(A) or Section 11(d)(ii)(B) (the “Termination Fee Negotiation Period”), then the finally determined Termination Fee shall be the amount agreed in writing by the Company and the Manager.

(ii) If the Company and the Manager do not agree on the Termination Fee prior to the expiration of the Termination Fee Negotiation Period, then, as soon as reasonably practicable (but in no event later than ten (10) Business Days after the expiration of the Termination Fee Negotiation Period), the Manager shall retain an internationally recognized top-tier investment bank (the “Manager-Selected Valuation Firm”) and the Company shall retain a different internationally recognized top-tier investment bank (the “Company-Selected Valuation Firm”), in each case, to deliver to the Manager and the Company, within thirty (30) days following the tenth (10th) Business Day after the expiration of the Termination Fee Negotiation Period (the “Initial Valuation Firm Review Period”), a report setting forth in reasonable detail such Valuation Firm’s good faith determination of (A) the Fair Market Value of Fees Payable, (B) the Net Present Value of Fees Payable, (C) the Multiple on Fees Payable and (D) the Termination Fee. If the Termination Fee determined by the Manager-Selected Valuation Firm and the Termination Fee determined by the Company-Selected Valuation Firm are within ten percent (10%) of each other, then the finally determined Termination Fee shall be the average of such Termination Fees determined by the Manager-Selected Valuation Firm and the Company-Selected Valuation Firm.

(iii) If the Termination Fees determined by the Manager-Selected Valuation Firm and the Company-Selected Valuation Firm are not within ten percent (10%) of each other, then:

(A) as soon as reasonably practicable (but in no event later than ten (10) Business Days after the expiration of the Initial Valuation Firm Review Period, the Manager-Selected Valuation Firm and the Company-Selected Valuation Firm shall select a third (3rd) internationally recognized top-tier investment bank (the “Investment Bank-Selected Valuation Firm”, together with the Manager-Selected Valuation Firm and the Company-Selected Valuation Firm, the “Valuation Firms”) to deliver to the Manager and the Company, within thirty (30) days following the tenth (10th) Business Day after the expiration of the Initial Valuation Firm Review Period, a report setting forth in reasonable detail such Valuation Firm’s good faith determination of (1) the Fair Market Value of Fees Payable, (2) the Net Present Value of Fees Payable, (3) the Multiple on Fees Payable and (4) the Termination Fee; and

(B) the finally determined Termination Fee shall be the average of the Termination Fee determined by the Investment Bank- Selected Valuation Firm and whichever Termination Fee determined by the Manager-Selected Valuation Firm or the Company-Selected Valuation Firm is closer in value to the Termination Fee determined by the Investment Bank-Selected Valuation Firm.

(iv) In preparing their respective reports, each Valuation Firm shall (A) determine the Termination Fee and components thereof in accordance with the terms of this Agreement, (B) be provided with the same access to the Company’s and the Manager’s respective management teams and the same source documents and information regarding the Company and the Manager and (C) take into account all factors such Valuation Firm determines relevant to such determination, including the Company’s historical financial and operating results, the Company’s future business prospects and projected financial and operating results and public and private market and industry conditions. Each such report prepared shall set forth a single point determination (and not a range of values) of the Termination Fee.

(v) The Manager shall bear the fees and expenses of the Manager-Selected Valuation Firm. The Company shall bear the fees and expenses of the Company-Selected Valuation Firm. The fees and expenses of the Investment Bank-Selected Valuation Firm shall be borne by the party hereto whose Valuation Firm’s determination of the Termination Fee was the furthest from the Termination Fee determined by the Investment-Bank Selected Valuation Firm, or, if the determinations of such other Valuation Firms were equally different from that determined by the Investment Bank-Selected Valuation Firm, then the Investment Bank-Selected Valuation Firm’s fees and expenses shall be borne equally by the Manager and the Company.

(f) Payment of the Termination Fee. Within five (5) Business Days of the determination of the Termination Fee pursuant to Section 11(e), the Company shall pay to the Manager the Termination Fee, in cash, by wire transfer of immediately available funds, to one (1) or more accounts designated in writing by the Manager. Notwithstanding anything to the contrary in this Agreement, at the option of the Company, by action of a two-thirds (2/3) vote of the Independent Directors (who have not recused themselves with respect to such vote) and upon written notice to the Manager no later than two (2) Business Days after the determination of the Termination Fee pursuant to Section 11(e), the Company’s obligation to pay the Termination Fee pursuant to this Section 11(f) may be satisfied by (i) the issuance to the Manager of an aggregate number of shares of Class A Common Stock equal to (A) all or any portion of the Termination Fee divided by (B) the Parent Trading Price (such shares, collectively, the “Termination Shares”) and (ii) to the extent the Termination Fee exceeds the Termination Shares Value, the payment by the Company to the Manager of an amount equal to such excess, in cash, by wire transfer of immediately available funds, to one (1) or more accounts designated in writing by the Manager (such amount, the “Termination Make-Whole Cash Payment”); provided that any Termination Shares shall be issued and any Termination Make-Whole Cash Payment shall be paid to the Manager within five (5) Business Days of the determination of the Termination Fee pursuant to Section 11(e). For the avoidance of doubt, any issuance of Termination Shares pursuant to this Section 11(f) shall be in accordance with applicable laws and stock exchange regulations.

(g) No Liability. Except as expressly provided in Section 5(b), Section 6(b), Section 8 and Section 9 and the Termination Fee that shall become payable by the Company to the Manager upon any termination pursuant to Section 11(b), Section 11(d)(ii)(A) or Section 11(d)(ii)(B), a termination of this Agreement pursuant to this Section 11 shall be without any further liability or obligation of either party hereto to the other party hereto.

(h) Cooperation. Following a termination of this Agreement pursuant to this Section 11, the Manager shall cooperate, at the Company’s request and expense, with the Company in executing an orderly transition of the management of the Company.

Section 12. Assignments.

(a) Assignments by the Manager. This Agreement may not be assigned by the Manager without the consent of the Company, which consent shall be contingent on the affirmative vote of a majority of the Company’s Independent Directors. Notwithstanding the foregoing, the Manager may, at any time without the approval of the Company and without the approval of the Company’s Independent Directors, (i) assign this Agreement to one or more Affiliates of the Manager and (ii) delegate to one or more of its Affiliates, including sub-managers where applicable, the performance of any of its responsibilities hereunder so long as it remains liable for any such Affiliates’ performance. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is bound, and the Manager shall be liable to the Company for all acts or omissions of the assignee under any such assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as the Manager. Nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement.

(b) Assignments by the Company. This Agreement shall not be assigned by the Company without the prior written consent of the Manager.

Section 13. Action Upon Termination. Notwithstanding anything to contrary contained herein, from and after any Effective Termination Date, the Manager shall not be entitled to compensation for further Services hereunder, but shall be paid all compensation accruing to such Effective Termination Date and, upon a termination of this Agreement pursuant to Section 11(b), Section 11(d)(ii)(A) or Section 11(d)(ii)(B), the Termination Fee.

Section 14. Representations and Warranties.

(a) The Company hereby represents and warrants to the Manager as follows:

(i) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the limited liability company power and authority and the legal right to own and operate its assets, to lease any property it may operate as lessee and to conduct the business in which it is now engaged and is duly qualified as a foreign limited liability company and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole.

(ii) The Company has the limited liability company power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary limited liability company action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person that has not already been obtained, including stockholders and creditors of the Company, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required by the Company in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Company, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(iii) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Company, or any order, judgment, award or decree of any Governmental Authority binding on the Company, or the Governing Agreements of, or any securities issued by the Company or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Company is a party or by which the Company or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Company and its Subsidiaries, if any, taken as a whole, and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

(b) The Manager hereby represents and warrants to the Company as follows:

(i) The Manager is duly organized, validly existing and in good standing under the laws of the State of Delaware, has the corporate power and authority and the legal right to conduct the business in which it is now engaged and is duly qualified as a foreign corporation and is in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, except for failures to be so qualified, authorized or licensed that could not in the aggregate have a material adverse effect on the business operations, assets or financial condition of the Manager.

(ii) The Manager has the corporate power and authority and the legal right to make, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other Person, including stockholders of the Manager, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any Governmental Authority is required by the Manager in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of the Manager, and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of the Manager enforceable against the Manager in accordance with its terms.

(iii) The execution, delivery and performance of this Agreement and the documents or instruments required hereunder will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any Governmental Authority binding on the Manager, or the Governing Agreements of, or any securities issued by the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager, and will not result in, or require, the creation or imposition of any lien or any of its property, assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking.

Section 15. Miscellaneous.

(a) Notices. Any notices that may or are required to be given hereunder by any party to another shall be deemed to have been duly given if (i) personally delivered or delivered by facsimile, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the second (2nd) following Business Day (or third (3rd) following Business Day if mailed outside the United States), (iii) delivered by electronic mail, when received or (iv) posted on a password protected website maintained by the Manager and for which the Company has received access instructions by electronic mail, when posted:

The Company:	Forge New Holdings, LLC.
	c/o CompoSecure Holdings, L.L.C.
	309 Pierce Street
	Somerset, NJ 08873
	Attention: General Counsel
The Manager:	Resolute Holdings Management, Inc.
	445 Park Avenue, Suite 5B
	New York, NY 10022
	Attention: Chief Executive Officer

(b) Binding Nature of Agreement; Successors and Assigns; No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided herein. Except for Section 5 and Section 9, none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third-party.

(c) Integration. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

(d) Additional Agreements. In the event the Company forms any Subsidiary or acquires any business or any other equity interest (or other interest convertible or exchangeable into an equity interest) in any other Person, following the Effective Date, the Company shall, at the Manager’s election, cause any such Subsidiary, business or other Person to enter into a management agreement with the Manager in a form substantially similar to this Agreement (for the avoidance of doubt, there will be no duplication of fees under this Agreement and any such agreement), and, if the Manager so elects shall not make such acquisition in the absence of such a management agreement.

(e) Amendments. Neither this Agreement, nor any terms hereof, may be amended, supplemented or modified except in an instrument in writing executed by the parties hereto.

(f) Governing Law. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties hereto expressly agree that all of the terms and provisions hereof shall be governed by and construed under the laws of the State of Delaware.

(g) Forum; Consent to Service. To the fullest extent permitted by law, in the event of any proceeding arising out of the terms and conditions of this Agreement, the parties hereto irrevocably (i) consent and submit to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline jurisdiction over a particular matter, in which case, any state or federal court within the State of Delaware), (ii) waive any defense based on doctrines of venue or forum non conveniens, or similar rules or doctrines and, (iii) agree that all claims in respect of such a proceeding must be heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline jurisdiction over a particular matter, in which case, any state or federal court within the State of Delaware). Process in any such proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Each of the parties hereto hereby agrees and consents that service of any process, summons, notice, or document pursuant to Section 15(a) shall be effective service of process for any suit or proceeding arising out of the terms and conditions of this Agreement.

(h) Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

(i) Survival of Representations and Warranties. All representations and warranties made hereunder, and in any document, certificate or statement delivered pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement.

(j) No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of a party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(k) Costs and Expenses. Each party hereto shall bear its own costs and expenses (including the fees and disbursements of counsel and accountants) incurred in connection with the negotiations, preparation of and entry into this Agreement, and all matters incident thereto, prior to the Effective Time. For the avoidance of doubt, all costs and expenses incurred by the parties hereto on and after the Effective Time in connection with the performance of their respective duties hereunder shall be borne in accordance with Section 8.

(l) Headings. The section and subsection headings in this Agreement are for convenience in reference only and shall not be deemed to alter or affect the interpretation of any provisions hereof.

(m) Counterparts. This Agreement may be executed by the parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(n) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(o) Action by the Company. Notwithstanding anything to the contrary in this Agreement, only the Company, by action of a two-thirds (2/3) vote of the Independent Directors (who have not recused themselves with respect to such vote), and for the avoidance of doubt not the Manager, may exercise the Company’s rights or grant any consent, amendment or waiver hereunder, including the termination rights under Section 11(b).

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first written above.

Company:
Forge New Holdings, LLC,
By:	/s/ Jonathan C. Wilk
	Name: Jonathan C. Wilk
	Title: President
Manager:
Resolute Holdings Management, Inc.,
By:	/s/ Thomas R. Knott
	Name: Thomas R. Knott
	Title: Chief Executive Officer

[Signature Page to Management Agreement]

Document

Exhibit 19.1

GPGI, Inc.

Insider Trading Policy Effective January 22, 2026

1.BACKGROUND AND PURPOSE

Preventing insider trading is necessary to comply with securities laws and to preserve the reputation & integrity of GPGI, Inc. (the “Company”), as well as that of all persons affiliated with the Company. Insider trading occurs when any person purchases or sells a security while in possession of inside information relating to the security. The US federal and state securities laws prohibit any member of the Company’s Board of Directors, employees, or vendors/contractors of the Company from purchasing or selling Company securities on the basis of material non-public information concerning the Company. Securities include: stocks, bonds, notes, debentures, options, warrants and other convertible securities, as well as derivative instruments. “Purchase” and “Sale” are defined broadly under the federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security. These definitions extend to a broad range of transactions, including conventional cash-for-stock transactions, conversions, the exercise of stock options, and acquisitions and exercises of warrants or puts, calls or other derivative securities. It also prevents any member of the Company’s Board of Directors or any employees of the Company from disclosing material non-public information to others who might trade on the basis of that information.

These laws impose severe sanctions on individuals who violate them. In addition, the U.S. Securities and Exchange Commission, or the SEC, may impose large fines on the Company and on the Company’s directors or executive officers if insider trading occurs and the SEC believes the Company, its executive officers or directors have failed to take appropriate steps to prevent such insider trading (so-called “controlling person” liability).

The Company has adopted this Insider Trading Policy (this “Policy”) to promote compliance with these laws.

It is your obligation to understand and comply with this Policy. It is important that you understand the breadth of activities that constitute illegal insider trading and the consequences, which can be severe.

2.PERSONS SUBJECT TO THE POLICY

This Policy applies to all directors, executive officers, employees, consultants and independent contractors who are subject to the Policy by means of a contract or other agreement or who are reasonably expected to be exposed to material non-public information through their relationship with the Company, independent contractors of the Company, or its affiliates and subsidiaries. This Policy also applies to your spouse, minor children, anyone else living in your household. You are responsible for the transactions of these other persons and therefore should make them aware of the need to confer with you before they trade in the Company or another company’s securities about which you might have material non-public information. This Policy also applies

to all entities that you, your spouse, minor children or anyone else living in your household own or beneficially control such as corporations, partnerships, trusts or other entities and transactions by these entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the individual’s own account. All persons (or, if applicable, entities) subject to this Policy as described in this paragraph are referred to herein as “Covered Persons.”

The Company has also designated certain persons listed on Exhibit A hereto as “Access Persons.” Because of such persons’ likelihood to have access to material non-public information through their relationship with the Company, these Access Persons shall be subject to certain additional restrictions as described elsewhere in this Policy. The Company’s General Counsel shall maintain and update the list of Access Persons from time to time as appropriate.

Covered Persons may also be liable for communicating or tipping material or non-public information to a third party (“Tippee”), as Covered Persons become liable for the insider trading of their Tippees.

Further, insider trading violations are not limited to trading or tipping by Covered Persons. Specifically, persons other than Covered Persons also can be liable for insider trading, including Tippees who trade on material non-public information tipped to them or individuals who trade on material non-public information that has been misappropriated. This extension of liability is the result of the fact that Tippees inherit a Covered Person’s duties and are liable for trading on material non-public information illegally tipped to them by a Covered Person. Additionally, Tippees can be liable for insider trading if they pass the information along to others who then illegally trade. In other words, a Tippee’s liability for insider trading is no different from that of a Covered Person. Tippees can obtain material non-public information by receiving overt tips from others or through, among other things, conversations at social, business, or other gatherings.

3.TRADING RESTRICTIONS AND GUIDELINES

In the course of your relationship with the Company, you may have access to or become aware of material non-public information regarding the Company or other companies, including our clients, vendors, partners, or possible acquisition or merger targets. You may not:

•purchase or sell any securities of the Company while you are aware of any material non-public information concerning the Company;

•disclose to any other person any material non-public information concerning the Company if it is reasonably foreseeable that such person may use that information in purchasing or selling Company securities (This is known as “tipping”.);

•purchase or sell any securities of another company while you are aware of any material non-public information concerning such other company which you learned in the course of your service as a director, executive officer, employee of, or consultant or independent contractor to, the Company; or

•disclose to any other person any material non-public information concerning another company which you learned in the course of your service as a director, executive officer, employee of, or consultant or independent contractor to, the Company if it is reasonably foreseeable that such person may use that information in purchasing or selling securities of such other company.

Trading is never permitted while you are in possession of material non-public information. There are no exceptions, even for transactions that are very small or seemingly insignificant or in the event of a personal financial emergency. The size of the transaction or the amount of profit received does not have to be significant to result in prosecution. The SEC has the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers and dealers are required by law to inform the SEC of any possible violations by people who may have material or non-public information. The SEC aggressively investigates even small insider trading violations.

4.MATERIAL NON-PUBLIC INFORMATION

“Material non-public information” subject to this Policy has two elements: it is both “material” and “non-public.”

MATERIAL INFORMATION: Information is “material” if a reasonable investor could consider it important in a decision to buy, sell or hold securities. Any information that could be expected to affect a company’s stock price, whether it is positive or negative, should be considered material. It is your responsibility to seek guidance where necessary to determine if the information you possess is material. Material information often arises in, but is not limited to, the circumstances listed below:

•financial results;

•projections of future earnings or losses, or forecasts or guidance;

•a change in dividend policy, the declaration of a stock split or an offering of additional securities;

•pending or proposed mergers or acquisitions;

•pending or proposed divestitures of significant subsidiaries or business units;

•pending or threatened major litigation;

•Company borrowings or financings;

•defaults on borrowings;

•a change in control;

•bankruptcies or the existence of severe liquidity problems;

•development of a significant new product, process or service;

•changes in senior management;

•quarterly bonus payout updates; and

•information related to the Company supply chain.

You should keep in mind that whether information is material depends on the specific circumstances existing at a particular point in time. Always remember that trading that receives scrutiny will be evaluated after the fact and with the benefit of hindsight.

NON-PUBLIC INFORMATION: Information is “non-public” if it has not been disclosed to the general public. To be considered public, information must be widely disseminated in a manner making it generally available to investors and you should be able to point to some evidence that the information is widely disseminated. Information would likely not be considered widely disseminated if it is available only to a company’s employees. You should not discuss material non-public information within the hearing range of any person who is not authorized to receive that information. It is

5.BLACKOUT PERIODS

Access Persons may not trade in Company securities during a quarterly blackout period, regardless of whether they are then actually aware of material non-public information. A quarterly blackout period is in effect with respect to each quarterly earnings announcement, beginning two weeks prior to the end of each fiscal quarter and ending upon the completion of the second full trading day after the public announcement of earnings for such quarter. A blackout period may be also established from time to time by the Board, the CEO, the CFO, or the General Counsel in light of particular events or developments affecting the Company. In addition, Access Person are prohibited from informing others who are not subject to this Section 5 that a blackout period has been imposed as a result of particular events or developments in effect.

The prohibition on purchases and sales of Company securities during blackout periods does not apply to:

1.purchases made under an employee stock purchase plan operated by the Company; provided however, that the securities so acquired may not be sold during a blackout period;

2.exercises of stock options or the surrender of shares to the Company in satisfaction of any tax withholding obligations in a manner permitted by the applicable stock option; provided however, that the securities so acquired may not be sold (either outright or in connection with a “cashless” exercise transaction) during a blackout period;

3.acquisitions or dispositions of Company common stock under the Company’s 401(k) plan which are made pursuant to standing instructions not entered into or modified during a blackout period;

4.purchases of securities from the Company or sales of securities to the Company;

5.deemed dispositions or acquisitions of Company common stock resulting from organizational changes to entities through which Access Persons indirectly own such Company common stock;

6.transfers of Company common stock from transfer agent accounts to brokerage accounts without any change in beneficial ownership; and

7.purchases or sales made pursuant to a binding contract, written plan or specific instruction (a “Trading Plan”) which is adopted and operated in compliance with Rule 10b5-1; provided such Trading Plan satisfies all conditions of Rule 10b5-1, was submitted to the Company’s Compliance Officer for review and approval by the Company prior to its adoption, and was not adopted during a blackout period.

The Company will endeavor to provide training on Rule 10b5-1 Trading Plans and may engage a broker to assist in the facilitation and administration of Rule 10b5-1 Trading Plans and corresponding transactions under such Trading Plans.

6.TRADING WINDOW FOR ACCESS PERSONS SUBJECT TO BLACKOUT PERIODS

Subject to the pre-clearance procedures set forth in Section 7 below, Access Persons are permitted to trade in the Company's securities when no blackout period is in effect. Generally, this means that Access Persons can trade during the period beginning on completion of the second full trading day after the public announcement of earnings for each quarter and ending on beginning two weeks prior to the end of the next fiscal quarter. However, even during this trading window, an Access Person who is in possession of any material non-public information should not trade in the Company's securities until the information has been made publicly available or is no longer material. In addition, the Company may close this trading window if a special blackout period under Section 5 above is imposed and will re-open the trading window once the special blackout period has ended.

7.PRE-CLEARANCE OF SECURITIES TRANSACTIONS FOR ACCESS PERSONS

a)Because Access Persons are likely to obtain material non-public information on a regular basis, the Company requires all such Access Persons to refrain from trading, even during a trading window under Section 6 above, without first pre-clearing all transactions in the Company's securities.

b)Subject to the exemption in subsection (d) below, no Access Persons may, directly or indirectly, purchase, sell or gift any Company security at any time without first obtaining prior approval from the Compliance Officer (as designated in Section 13 below).

c)The Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked or another time period is specified, a grant of permission will normally remain valid until the close of trading two business days following the day on which it was granted. If the transaction does not occur during the two-day period, pre-clearance of the transaction must be re-requested.

d)Pre-clearance is not required for purchases and sales of securities under an approved Trading Plan. With respect to any purchase or sale under an approved Trading Plan, the third party effecting transactions on behalf of the Company insider should be instructed to send duplicate confirmations of all such transactions to the Compliance Officer.

8.POST-EMPLOYMENT TRANSACTIONS MAY BE PROHIBITED

The portions of this Policy relating to trading while in possession of material non-public information and the use or disclosure of that information continue to apply to transactions in Company securities even after termination of employment or association with the Company. If you are aware of material non- public information about the Company when your employment or other business relationship with the Company ends, you may not trade in Company securities or disclose the material non-public information to anyone else until that information is made public or becomes no longer material.

9.OTHER PROHIBITED TRANSACTIONS

1.Short Sales. Short sales of the Company’s securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by this Policy. In addition, Section 16 of the Securities and Exchange Act of 1934 (the “Exchange Act”) expressly prohibits executive officers and directors from engaging in short sales.

2.Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that the director or employee is trading based on material non-public information. Transactions in options also may focus the director’s or employee’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities involving the Company’s stock, on an exchange or in any other organized market, are prohibited by this Policy. (Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”)

3.Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the employee may no longer have the same objectives as the Company’s other shareholders. Therefore, such transactions involving the Company’s securities are prohibited by this Policy.

10.ADDITIONAL INFORMATION FOR SECTION 16 DIRECTORS AND OFFICERS

Directors and officers of the Company (as such term is defined pursuant to Section 16 of the Exchange Act) (such persons, “Section 16 Persons”) must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Exchange Act. The practical effect of these provisions is that Section 16 Persons who purchase and sell the Company’s securities in certain matching transactions within a six-month period must disgorge all profits to the Company, whether or not they had knowledge of any material non-public information. Under these provisions, and so long as certain other criteria are met, neither the receipt of an option under the Company’s option plans, nor the exercise of that option nor the

receipt of stock under the Company’s employee stock purchase plan is deemed a purchase under Section 16; however, the sale of any such shares is a sale under Section 16 and the purchase and sale must be reported on Form 4. Moreover, no Section 16 Person may ever make a short sale of the Company’s stock.

11.PENALTIES FOR VIOLATIONS

Violation of any of the foregoing rules is grounds for disciplinary action by the Company, including employment termination. Penalties for trading on or tipping material/non-public information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffs under the federal securities laws include:

•SEC administrative sanctions;

•securities industry self-regulatory organization sanctions;

•civil injunctions;

•damage awards to private plaintiffs;

•disgorgement of all profits;

•civil fines for the violator of up to three times the amount of profit gained or loss avoided;

•civil fines for the employer or other controlling person of a violator of up to the greater of $1,425,000 or three times the amount of profit gained or loss avoided by the violator; and

•criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and jail sentences of up to 20 years.

12.COMPANY ASSISTANCE AND EDUCATION

The Company shall take reasonable steps designed to ensure that all Covered Persons are informed of, and periodically reminded of, the federal securities law restrictions and company policies regarding insider trading. All directors, executive officers, employees, and consultants and independent contractors who are subject this Policy shall be required to certify their understanding of, and intent to comply with, the Policy.

13.COMPANY COMPLIANCE OFFICER

The Company has appointed the Company’s General Counsel as the Compliance Officer for this Policy. The duties of the Compliance Officer include, but are not limited to, the following:

•assisting with implementation and enforcement of this Policy;

•circulating this Policy to all Covered Persons and ensuring that this Policy is amended as necessary to remain up-to-date with insider trading laws;

•pre-clearing all trading in securities of the Company by Covered Persons in accordance with the procedures set forth in Section 7 above; and

•providing approval of any Trading Plans and any prohibited transactions under Sections 5 and 9 above, respectively; and

•providing a reporting system with an effective whistleblower protection mechanism.

Document

Exhibit 21.1

Subsidiaries of GPGI, Inc.

Subsidiary Name	Jurisdiction of Incorporation
GPGI Holdings, L.L.C	Delaware
Husky Holdings LLC	Delaware
CompoSecure, L.L.C.	Delaware
Forge US Top, LLC	Delaware
Husky Holdings 2 Inc.	Delaware
Arculus Holdings, L.L.C.	Delaware
CompoSecure UK, Ltd.	England and Wales
Husky Injection Molding Systems Ltd.	British Columbia
Husky Injection Molding Systems, Inc.	Illinois
PE Titan Holding Limited	England and Wales
PE Titan Holding II Limited	England and Wales
PE Titan Holding III Limited	England and Wales
Husky Injection Molding Systems (South Africa) (Pty) Limited	South Africa
Husky Injection Molding Systems Colombia Ltd.	Ontario
Titan Co-Borrower, LLC	Delaware
Husky Injection Molding Systems Luxembourg Holdings S.à.r.l.	Luxembourg
Husky Injection Molding Systems (Shanghai) Ltd.	Shanghai
Husky Injection Molding Systems Malaysia SDN BHD	Malaysia
Husky Corporation	Japan
Husky Injection Molding Systems Argentina S.A.	Argentina
Husky Injection Molding Systems (Chile) S.A.	Chile
Husky Injection Molding Systems Singapore Pte. Ltd.	Singapore
Magor Mold, LLC	California
Husky Injection Molding Systems (Shenzhen) Ltd.	Shenzhen
Husky Injection Molding Systems Korea Inc.	Korea
Husky Injection Molding Systems (Philippines), Inc.	Philippines
Husky Injection Molding Systems ANZ Pty Limited	Australia
Husky do Brasil Sistemas de Injeção Ltda.	Brazil
Husky Injection Molding Systems Mexico, S.A. de C.V.	Mexico
PT Husky Injection Molding Systems Indonesia	Indonesia
Husky Injection Molding Systems S.à.r.l.	Luxembourg
Husky Injection Molding Systems (India) Private Limited	India
Husky Injection Molding Systems (Thailand) Ltd.	Thailand
Husky Injection Molding Systems Vietnam Co. Ltd.	Vietnam
Husky Injection Molding Systems IP Holdings S.à.r.l.	Luxembourg
Husky Injection Molding Systems Austria GmbH	Austria
Husky Injection Molding Systems (Belgium) S.A.	Belgium
Husky Injection Molding Systems Iberia, S.L.U.	Spain
Husky Italia S.R.L.	Italy
Schöttli AG	Switzerland

Exhibit 21.1

Husky Injection Molding Systems S.A.R.L.	France
Husky Injection Molding Systems Luxembourg IP Development S.à.r.l.	Luxembourg
Husky-KTW GesmbH	Austria
Husky Injection Molding Systems (Nordic) A/S	Denmark
Husky Spritzgiess – Systeme GmbH	Germany
Husky CIS Limited Liability Company	Russian Federation
Husky Injection Molding Systems (U.K.) Limited	England and Wales
Husky Injection Molding Systems (Israel) Ltd.	Israel
Husky-KTW s.r.o.	Czech Republic

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 12, 2026, with respect to the consolidated financial statements and internal control over financial reporting included in the Annual Report of GPGI, Inc., formerly, CompoSecure, Inc., on Form 10-K for the year ended December 31, 2025. We consent to the incorporation by reference of said reports in the Registration Statements of GPGI, Inc. on Forms S-3 (File No.333-292706, 333-262341 and 333-282228) and Forms S-8 (File No. 333-288316, 333-281483, 333-273982 and 333-263617).

/s/ GRANT THORNTON LLP

New York, New York

March 12, 2026

Document

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statements on Form S-3 (Nos. 333-292706, 333-262341 and 333-282228) of GPGI, Inc.

(2)Registration Statements on Form S-8 (Nos. 333-288316, 333-281483, 333-273982 and 333-263617) of GPGI, Inc.

of our report dated March 9, 2026, with respect to the consolidated financial statements of Husky Technologies Limited included in this Annual Report (Form 10-K) of GPGI, Inc. for the year ended December 31, 2025.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

March 12, 2026

Document

Exhibit 31.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas Knott, certify that:

1.I have reviewed this Annual Report on Form 10-K of GPGI, Inc. for the year ended December 31, 2025;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 12, 2026

_/s/ Thomas Knott________________

Name: Thomas Knott

Title: Principal Executive Officer

Document

Exhibit 31.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kurt Schoen, certify that:

1.I have reviewed this Annual Report on Form 10-K of GPGI, Inc. for the year ended December 31, 2025;

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 12, 2026

_/s/ Kurt Schoen________________

Name: Kurt Schoen

Title: Principal Financial Officer

Document

Exhibit 32.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of GPGI, Inc., a Delaware corporation (the “Company”), on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas Knott, Principal Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 12, 2026

_/s/ Thomas Knott________________

Name: Thomas Knott

Title: Principal Executive Officer

Document

Exhibit 32.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of GPGI, Inc., a Delaware corporation (the “Company”), on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kurt Schoen, Principal Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 12, 2026

_/s/ Kurt Schoen________________

Name: Kurt Schoen

Title: Principal Financial Officer

Document

Exhibit 97.1

GPGI, Inc. Compensation Recoupment Policy January 22, 2026

Section 1.Purpose.

GPGI, Inc. (the “Company”) has adopted this Compensation Recoupment Policy (this “Policy”) to implement a mandatory clawback policy in the event of a Restatement in compliance with the applicable rules of The New York Stock Exchange (“NYSE”).

Any capitalized terms used, but not immediately defined, in this Policy have the meanings set forth in Section 14.

Section 2.Administration.

This Policy shall be administered in the sole discretion of the Committee. The Committee shall have the discretion to interpret the Policy and make all determinations with respect to this Policy, consistent with applicable law and this Policy. Without limiting the foregoing this Policy shall be interpreted in a manner that is consistent with the requirements of the Applicable Rules, and compliance with this Policy shall not be waived by the Committee, the Board or the Company in any respect. Any interpretations and determinations made by the Committee shall be final and binding on all affected individuals.

Section 3.Effective Date.

This Policy is effective as of January 22, 2026 (the “Effective Date”). This Policy applies to Incentive-Based Compensation that is Received by any Executive on or after the Effective Date as described in Section 7 below,

Section 4.Amendment.

The Board may amend this Policy from time to time in its discretion, subject to any limitations under applicable law or listing standards, including the Applicable Rules. Without limiting the forgoing, the Board may amend this Policy as it deems necessary to reflect any amendment of the Applicable Rules or regulations or guidance issued under the Applicable Rules.

Section 5.No Substitution of Rights; Non-Exhaustive Rights.

Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights that may be available to the Company pursuant to (a) the Company’s Corporate Governance Guidelines, effective January 22, 2026; (b) the CompoSecure, Inc. 2021 Incentive Equity Plan, the Company’s annual bonus plan or any other incentive plan of the Company or any of its subsidiaries or any successor plan to any of the forgoing, (c) the terms of any recoupment policy or provision in any employment agreement, compensation agreement or arrangement, or other agreement, or (d) any other legal remedies available to the Company under applicable law.

In addition to recovery of compensation as provided for in this Policy, the Company may take any and all other actions as it deems necessary, appropriate and in the Company’s best interest in connection with the Committee determining that this Policy should apply, including termination of the employment of, or initiating legal action against, an Executive, and nothing in this Policy limits the Company’s rights to take any such appropriate actions.

Section 6.Recovery on a Restatement.

In the event that the Company is required to prepare a Restatement, the Company shall reasonably promptly recover from an Executive the amount of any erroneously awarded Incentive-Based

Compensation that is Received by such Executive during the Recovery Period. The amount of erroneously Received Incentive-Based Compensation will be the excess of the Incentive-Based Compensation Received by the Executive (whether in cash or shares) based on the erroneous data in the original financial statements over the Incentive-Based Compensation (whether in cash or in shares) that would have been Received by the Executive had such Incentive-Based Compensation been based on the restated results, without respect to any tax liabilities incurred or paid by the Executive.

Recovery of any erroneously awarded compensation under this Policy is not dependent on fraud or misconduct by any Executive in connection with a Restatement Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, (a) the amount shall be based on the Company’s reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and (b) the Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to the Regulators as required by the Applicable Rules.

In addition to the foregoing, in the event that an Executive fails to repay or reimburse erroneously awarded compensation that is subject to recovery, the Committee may require an Executive to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering erroneously awarded compensation under this Policy.

Section 7.Covered Executives and Covered Incentive-Based Compensation.

This Policy covers all persons who are Executives at any time during the Recovery Period for which Incentive-Based Compensation is Received or during the performance period applicable to such Incentive-Based Compensation. Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date the person served as an Executive. Subsequent changes in an Executive’s employment status, including retirement or termination of employment, do not affect the Company’s right to recover Incentive-Based Compensation pursuant to this Policy.

This Policy shall apply to Incentive-Based Compensation that is Received by any Executive on or after the Effective Date and that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. For the avoidance of doubt, this will include Incentive-Based Compensation that may have been approved, awarded, or granted to an Executive on or before the Effective Date if such Incentive-Based Compensation is Received on or after the Effective Date. This Policy shall not apply to any compensation that is exclusively subject to time-based vesting criteria or is otherwise not Incentive-Based Compensation as contemplated by the Applicable Rules.

Section 8.Methods of Recovery; Limited Exceptions.

The Committee shall determine, in its sole discretion, the method of recovering any Incentive-Based Compensation subject to this Policy, including those methods set forth in Section 10.

No recovery shall be required if any of the following conditions are met and the Committee determines that, on such basis, recovery would be impracticable:

(a)the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that prior to making a determination that it would be impracticable to

recover any Incentive-Based Compensation based on the expense of enforcement, the Company shall (i) have made a reasonable attempt to recover the Incentive-Based Compensation, (ii) have documented such reasonable attempts to recover, and (iii) provide the documentation to NYSE;

(b)recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on a violation of home country law, the Company shall (i) have obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such violation, and (ii) provide a copy of such opinion to NYSE; or

(c)recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations promulgated thereunder.

Section 9.Reporting; Disclosure; Monitoring.

The Company shall make all required disclosures and filings with the Regulators with respect to this Policy in accordance with the requirements of the Applicable Rules, and any other requirements applicable to the Company, including the disclosures required in connection with SEC filings.

Section 10.Methods of Recovery.

Subject to Section 8, in the event that the Committee determines that this Policy should apply, to the extent permitted by applicable law, the Company shall, as determined by the Committee in its sole discretion, take any such actions as it deems necessary or appropriate to recover Incentive-Based Compensation. The actions may include, without limitation (and as applicable):

(a)forfeit, reduce or cancel any Incentive-Based Compensation (whether vested or unvested) that has not been distributed or otherwise settled;

(b)seek recovery of any Incentive-Based Compensation that was previously paid to the Executive;

(c)seek recovery of any amounts realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Incentive-Based Compensation;

(d)recoup any amount in respect of Incentive-Based Compensation that was contributed or deferred to a plan that takes into account Incentive-Based Compensation (excluding certain tax-qualified plans, but including deferred compensation plans, and supplemental executive retirement plans, and insurance plans to the extent otherwise permitted by applicable law, including Section 409A of the Code) and any earnings accrued on such Incentive-Based Compensation;

(e)offset, withhold, eliminate or cause to be forfeited any amount that could be paid or awarded to the Executive after the date of determination; and

(f)take any other remedial and recovery action permitted by law, as determined by the Committee.

In addition, the Committee may authorize legal action for breach of fiduciary duty or other violation of law and take such other actions to enforce the obligations of the Executive to the Company as the Committee deems appropriate.

Section 11.Notice.

Before the Company takes action to seek recovery of compensation pursuant to this Policy against an Executive, the Company shall take commercially reasonable steps to provide such individual with

advance written notice of such clawback; provided that this notice requirement shall not in any way delay the reasonably prompt recovery of any erroneously awarded Incentive-Based Compensation.

Section 12.No Indemnification.

The Company shall not indemnify any current or former Executive against the loss of erroneously awarded compensation, and shall not pay or reimburse any such person for premiums incurred or paid for any insurance policy to fund such person’s potential recovery obligations.

Section 13.Governing Law.

This Policy and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Applicable Rules, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to choice of law principles. If any provision of this Policy shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts of this Policy, but this Policy shall be construed and enforced as if the illegal or invalid provision had never been included in this Policy.

Section 14.Defined Terms.

The following capitalized terms used in this Policy have the following meanings:

(a)“Applicable Rules” means Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder and Section 303A.14 of The New York Stock Exchange Listed Company Manual.

(b)“Board” means the Board of Directors of the Company.

(c)“Committee” means the Compensation Committee of the Company, or, in the absence of such committee, a majority of independent directors serving on the Board.

(d)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e)“Executive” means (i) each officer of the Company who is the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president of the Company in charge of a principal business unit, division or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar significant policy-making functions for the Company, as determined under 17 CFR §229.401(b) and (ii) each member of the Senior Leadership Team of the Company and/or any of its subsidiaries as identified by the Board that is not otherwise an “Executive” as determined by the forgoing clause (i).

(f)“Financial Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) the Company’s stock price, and (iii) total shareholder return in respect of the Company. A “Financial Reporting Measure” need not be presented within the financial statements or included in a filing with the SEC.

(g)“Incentive-Based Compensation” means any compensation that is granted, earned, or vested, based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation does not include, among other forms of compensation, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures.

(h)“Received” — Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

(i)“Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, which date is the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) a date that a court, regulator or other legally authorized body directs the Company to prepare a Restatement.

(j)“Regulators” means, as applicable, the Securities and Exchange Commission (the “SEC”) and NYSE.

(k)“Restatement” means that the Company is required to prepare an accounting restatement due to a material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Document

Report of independent registered public accounting firm

To the Stockholders and Director of Husky Technologies Limited

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Husky Technologies Limited [the “Company”] as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes [collectively referred to as the “consolidated financial statements”]. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [“PCAOB”] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: [1] relate to accounts or disclosures that are material to the financial statements and [2] involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Goodwill

Description of the Matter

On December 31, 2025, the Company’s goodwill was $1,923 million. As discussed in Note 12 and Note 3 to the consolidated financial statements, the annual impairment test for goodwill was performed at October 1, 2025, using the market-based approach to determine the fair value of the reporting unit was greater than its carrying amount. Auditing management’s goodwill impairment assessment was complex and highly judgmental as the assessment included the evaluation of factors such as the impact of the CompoSecure transaction on the valuation of the reporting unit, macroeconomic conditions, industry and market trends, operating performance, changes in strategy, and entity-specific events. Auditing these judgments required significant auditor effort and a heightened level of professional skepticism.

How We Addressed the Matter in Our Audit

To evaluate management’s assessment of goodwill impairment, our procedures included, among others, assessing the reasonableness of management’s conclusions regarding the overall fair value of the reporting unit by considering the value of the Company indicated by the CompoSecure transaction terms agreed at the date of management’s assessment, current operating performance relative to prior periods and budgets, industry and market conditions affecting the reporting unit, and compared management’s qualitative assertions to external and internal evidence, evaluating whether adverse trends or negative indicators existed.

Accounting for Preferred Share and Embedded Derivative

Description of the Matter

As discussed in Note 14 to the consolidated financial statements, on April 23, 2024, Husky and its subsidiaries completed the refinancing of its long-term debt, which involved the issuance of 370,000 Class A Preferred Shares (the “Preferred Shares”) for aggregate gross proceeds of $362.6 million. The Preferred Shares included certain redemption features that met the definition of a derivative for accounting purposes (the “Embedded Derivative”). At each reporting date, management determines the fair value of the Embedded Derivative, with changes in its fair value reported in the consolidated statement of operations. The Preferred Shares are valued as the residual of the redemption amount with changes recognized as the preferred return on preferred shares. At December 31, 2025, the value of the Company’s Embedded Derivative liability was $81.5 million, and a fair value loss of $35.5 million was recognized for the year, and the Preferred Shares were measured at $455.0 million with a preferred return on share capital of $(35.5) million. Auditing the valuation of the Embedded Derivative and Preferred Shares was complex due to the complexity of the accounting requirements and required the use of observable and unobservable inputs in the measurement of fair value. The valuation method and assumptions had a significant effect on the fair value measurement of the financial instruments.

How We Addressed the Matter in Our Audit

To test the measurement and valuation of the Embedded Derivative and Preferred Shares, our procedures included, among others, evaluating the appropriateness of the valuation methodology, model and the significant assumptions used by management, including evaluating management’s assumption relating to the probability of the redemption scenarios through consideration of the expected close of the CompoSecure transaction after the balance sheet date, and the resulting changes in fair value of the Embedded Derivative and recognition of the preferred return on share capital.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company’s auditor since at least 1997, but we are unable to determine the specific year.

Toronto, Canada

March 9, 2026

HUSKY TECHNOLOGIES LIMITED

Consolidated Financial Statements

As at December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023

Table of Contents

Consolidated Balance Sheets	3
Consolidated Statements of Operations	4
Consolidated Statements of Comprehensive Loss	5
Consolidated Statements of Stockholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8
1. NATURE OF OPERATIONS	8
2. BASIS OF PRESENTATION	8
3. SIGNIFICANT ACCOUNTING POLICIES	8
4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH	20
5. ACCOUNTS RECEIVABLE, NET	20
6. INVENTORIES	21
7. INCOME TAXES	22
8. FAIR VALUE MEASUREMENTS	27
9. ENTERPRISE RISK MANAGEMENT	29
10. PROPERTY, PLANT AND EQUIPMENT	32
11. OTHER LONG-TERM ASSETS AND LIABILITIES	33
12. GOODWILL AND INTANGIBLE ASSETS	35
13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	37
14. LONG-TERM DEBT AND OTHER BORROWINGS	38
15. EMPLOYEE FUTURE BENEFITS	43
16. COMMON SHARE CAPITAL	49
17. STOCK-BASED COMPENSATION	50
18. REVENUE AND SEGMENT DISCLOSURES	51
19. COST OF GOODS SOLD	55
20. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	55
21. INTEREST EXPENSES, NET	56
22. COMMITMENTS, GUARANTEES, CONTINGENCIES AND INDEMNIFICATIONS	56
23. LOSS PER SHARE	57
24. RELATED PARTY TRANSACTIONS	58
25. SUBSEQUENT EVENTS	59
HUSKY TECHNOLOGIES LIMITED	Financial Statements	5
---	---

Consolidated Balance Sheets

(United States dollars, in millions)

		As at December 31,
	Note	2025	2024
ASSETS
Current assets
Cash and cash equivalents	4	$ 36.1	$ 57.4
Accounts receivable, net	5	333.3	269.1
Receivable from related party	24	—	22.4
Inventories, net	6	248.7	236.3
Prepaid expenses and other current assets		13.9	27.6
Income taxes receivable		7.6	2.7
Assets held for sale	10	—	3.3
Total current assets		639.6	618.8
Property, plant and equipment, net	10	374.6	358.2
Goodwill	12	1,922.8	1,922.8
Intangible assets, net	12	818.5	896.8
Deferred income tax assets	7	3.6	2.6
Income taxes receivable		5.8	4.4
Other long-term assets	11	36.2	18.9
Total assets		$ 3,801.1	$ 3,822.5
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	13	$ 383.1	$ 336.1
Deferred revenues	18	148.8	165.8
Current portion of long-term debt	14	17.5	17.5
Income taxes payable		37.5	21.5
Other current liabilities	11, 14	91.7	59.9
Total current liabilities		678.6	600.8
Long-term debt	14	2,652.5	2,657.9
Deferred income tax liabilities	7	63.3	86.9
Employee future benefits	15	4.0	3.8
Income taxes payable		21.0	23.3
Other long-term liabilities	11	32.6	26.6
Total liabilities		3,452.0	3,399.3
Commitments and contingencies	22
Temporary Equity
Preference share capital, no par value, Class A preferred shares authorized, issued and outstanding	14	455.0	490.5
Permanent deficit
Share capital, no par value, unlimited shares authorized, 935,522 and 935,522 shares issued and outstanding, respectively	16	724.9	748.7
Additional paid-in capital	14, 17	1.0	0.9
Accumulated deficit		(778.9)	(702.4)
Accumulated other comprehensive loss		(52.9)	(114.5)
Total permanent deficit		(105.9)	(67.3)
Total liabilities, temporary equity and permanent deficit		$ 3,801.1	$ 3,822.5

See notes to the consolidated financial statements.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	6

Consolidated Statements of Operations (United States dollars, in millions, except per share amounts)

		For the years ended December 31,
	Note	2025	2024	2023
Sales	18	$ 1,568.7	$ 1,494.5	$ 1,517.1
Cost of goods sold	19	1,051.0	959.9	1,030.9
Gross profit		517.7	534.6	486.2
Selling, general and administrative expenses	20	314.5	282.0	376.9
Foreign currency losses (gains)		29.7	(14.7)	0.1
Operating income		173.5	267.3	109.2
Other expense
Interest, net	21	256.1	310.3	294.0
Embedded derivatives fair value loss	14	35.5	—	—
Loss on assets held for sale	10	0.3	0.5	—
Loss (gain) on extinguishment of debt	14	—	21.7	(1.0)
Loss before income taxes		(118.4)	(65.2)	(183.8)
Provision for (recovery of) income taxes
Current		29.8	34.3	16.3
Deferred		(35.0)	(27.3)	(59.2)
Total (recovery of) provision for income taxes	7	(5.2)	7.0	(42.9)
Net loss		(113.2)	(72.2)	(140.9)
Less: Preferred return on preference share capital	14	35.5	(206.5)	—
Net loss attributable to common equity holders		$ (77.7)	$ (278.7)	$ (140.9)
Weighted average number of common shares outstanding	23	935,522	935,581	935,914
Net loss per share attributable to common equity holders (basic and diluted)	23	$ (83.06)	$ (297.89)	$ (150.55)

See notes to the consolidated financial statements.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	7

Consolidated Statements of Comprehensive Loss (United States dollars, in millions)

		For the years ended December 31,
	Note	2025	2024	2023
Net loss		$ (113.2)	$ (72.2)	$ (140.9)
Other comprehensive income (loss), net of tax
Cumulative translation adjustment		50.4	(28.7)	10.0
Forward contracts
Unrealized gains (losses), net of amounts reclassified to net loss, before tax	8	10.8	(10.0)	10.9
Unrealized (losses) gains, net of amounts reclassified to net loss, tax portion	8	(2.7)	2.5	(2.8)
Employee benefit plans
Actuarial gains (losses), before tax	15	3.6	(3.2)	(2.7)
Actuarial (losses) gains, tax portion	15	(0.5)	0.5	0.2
Total other comprehensive income (loss), net of tax		61.6	(38.9)	15.6
Comprehensive loss		$ (51.6)	$ (111.1)	$ (125.3)

See notes to the consolidated financial statements.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	8

Consolidated Statements of Stockholders’ Equity (United States dollars, in millions)

					Accumulated other comprehensive loss
	Note	Common share capital	Additional<br><br>paid-in<br><br>capital	Accumulated deficit	Foreign currency items	Employee benefit plans	Forward contracts	Total<br><br>stockholders'<br><br>equity
Balance as at January 1, 2023		$ 749.7	$ 14.2	$ (317.8)	$ (85.9)	$ 4.4	$ (9.7)	$ 354.9
Net loss		—	—	(140.9)	—	—	—	(140.9)
Cumulative translation adjustment		—	—	—	10.0	—	—	10.0
Unrealized gains on foreign currency forward contracts, net of tax		—	—	—	—	—	3.6	3.6
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8	—	—	—		—	4.5	4.5
Actuarial losses	15	—	—	—	—	(2.5)	—	(2.5)
Share repurchases	16	(0.8)	—	(0.2)	—	—	—	(1.0)
Stock-based compensation	17	—	1.0	—	—	—	—	1.0
Balance as at December 31, 2023		748.9	15.2	(458.9)	(75.9)	1.9	(1.6)	229.6
Net loss		—	—	(72.2)	—	—	—	(72.2)
Cumulative translation adjustment		—	—	—	(28.7)	—	—	(28.7)
Unrealized losses on foreign currency forward contracts, net of tax		—	—	—	—	—	(11.3)	(11.3)
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8	—	—	—		—	3.8	3.8
Actuarial losses	15	—	—	—	—	(2.7)	—	(2.7)
Share repurchases	16	(0.2)	—	—	—	—	—	(0.2)
Issuance of warrants (net)	14	—	19.6	—	—	—	—	19.6
Preferred return on preference share capital	14	—	(35.2)	(171.3)	—	—	—	(206.5)
Stock-based compensation	17	—	1.3	—	—	—	—	1.3
Balance as at December 31, 2024		748.7	0.9	(702.4)	(104.6)	(0.8)	(9.1)	(67.3)
Net loss		—	—	(113.2)	—	—	—	(113.2)
Cumulative translation adjustment		—	—	—	50.4	—	—	50.4
Unrealized gains on foreign currency forward contracts, net of tax		—	—	—	—	—	4.5	4.5
Realized losses on foreign currency forward contracts reclassified to net loss, net of tax	8	—	—	—	—	—	3.6	3.6
Actuarial gains	15	—	—	—	—	3.1	—	3.1
Return of capital	16	(23.8)	—	—	—	—	—	(23.8)
Preferred return on preference share capital	14	—	(1.2)	36.7	—	—	—	35.5
Stock-based compensation	17	—	1.3	—	—	—	—	1.3
Balance as at December 31, 2025		$ 724.9	$ 1.0	$ (778.9)	$ (54.2)	$ 2.3	$ (1.0)	$ (105.9)

See notes to the consolidated financial statements.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	9

Consolidated Statements of Cash Flows (United States dollars, in millions)

		For the years ended December 31,
	Note	2025	2024	2023
OPERATING ACTIVITIES
Net loss		$ (113.2)	$ (72.2)	$ (140.9)
Adjustments for:
Depreciation and amortization		164.5	168.8	181.3
Stock-based compensation		1.3	1.3	1.0
Deferred income taxes, including related foreign exchange losses		(31.4)	(30.2)	(56.4)
Loss (gain) on extinguishment of debt		—	21.7	(1.0)
Embedded derivatives fair value loss		35.5	—	—
Loss on assets held for sale		0.3	0.5	—
Impairment		—	2.7	57.6
Other		(1.6)	5.4	(1.8)
Changes in operating assets and liabilities:
Accounts receivable		(54.6)	(40.1)	(14.3)
Inventories		(1.7)	26.5	69.4
Prepaid expenses and other current assets		0.7	(0.5)	—
Income taxes		6.5	17.6	4.9
Accounts payable and accrued liabilities		59.3	(18.8)	(8.4)
Deferred revenues		(26.8)	(18.4)	(49.0)
Cash provided by operating activities		38.8	64.3	42.4
INVESTING ACTIVITIES
Additions to property, plant and equipment and intangible assets		(61.1)	(42.6)	(35.7)
Proceeds from sale of property, plant and equipment		3.7	0.5	2.6
Loan to related party	24	—	(20.0)	—
Cash used in investing activities		(57.4)	(62.1)	(33.1)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt, net of discounts		—	2,716.2	—
Debt issuance costs		(1.7)	(41.0)	—
Principal repayments of long-term debt		(17.5)	(3,030.0)	(21.0)
Proceeds from equity issuances, net of discounts		—	362.6	—
Equity issuance costs		—	(16.0)	—
Share repurchases		—	(0.2)	(0.8)
Repurchase of PIK Notes		—	—	(6.9)
Cash used in financing activities		(19.2)	(8.4)	(28.7)
Effect of exchange rate changes on cash and cash equivalents		1.8	(1.6)	0.6
Net decrease in cash, cash equivalents and restricted cash		(36.0)	(7.8)	(18.8)
Cash, cash equivalents and restricted cash, beginning of the year		72.1	79.9	98.7
Cash, cash equivalents and restricted cash, end of the year		$ 36.1	$ 72.1	$ 79.9
Supplemental cash flow information:
Cash income taxes paid		$ 26.5	$ 17.0	$ 11.0
Cash interest paid		$ 229.3	$ 288.1	$ 273.0
Non-cash investing and financing activities:
Receivable from related party settled by return of capital		$ (23.1)	$ —	$ —
Accounts payable and accrued liabilities to related party settled by return of capital		$ (0.7)	$ —	$ —

See notes to the consolidated financial statements.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	10

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

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   NATURE OF OPERATIONS
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Husky Technologies Limited (“Husky” and together with its direct and indirect wholly-owned subsidiaries, referred to herein as “Husky”, the “Company”, “we”, “us” and “our”) was incorporated on March 5, 2018, under the laws of the Province of British Columbia, Canada. The Company’s head office is located at 500 Queen Street, Bolton, Ontario, Canada, L7E 5S5. The Company is indirectly owned by investment vehicles of certain private investment funds sponsored by Platinum Equity, LLC (together with its affiliated investment vehicles, “Platinum”). Please refer to Note 25 for information regarding change in ownership, subsequent to year ended December 31, 2025.

The Company is a leading global provider of highly engineered injection molding technology solutions and services, including Polyethylene Terephthalate (“PET”) systems, molds, hot runners and controllers (“Tooling”) and aftermarket services and spare parts serving consumer packaging end markets. The Company operates manufacturing facilities in Canada, the United States, Luxembourg, Switzerland, China and India.

The Company serves customers in approximately 140 countries through its global sales and service network. The Company provides comprehensive and integrated system solutions that are comprised of injection molding machines, molds, hot runners and controllers (“Husky System(s)”). We also sell Tooling separately as well as aftermarket services and spare parts to our large global installed base.

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   BASIS OF PRESENTATION
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These consolidated financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The significant accounting policies adopted by the Company are described below (See Note 3, Significant Accounting Policies).

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   SIGNIFICANT ACCOUNTING POLICIES
```

Principles of consolidation

In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation, the Company consolidates entities when it controls them due to ownership of a majority voting interest and consolidates variable interest entities (“VIEs”) when the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated upon consolidation. The accounting policies set forth below are consistent with those followed by the Company during the relevant years presented.

Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The most significant assumptions are estimates used in determining the recoverable amount of goodwill and the fair value of indefinite-life intangible assets, leases, revenue from contracts with customers, provisions, and income taxes. Actual results could differ from those estimates.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	11

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Revenue recognition

The Company derives its revenue primarily from the sale of injection molding machines, molds, hot runners, temperature controllers and auxiliary equipment along with aftermarket products and services. Revenue is recognized when control of these products or services is transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products and services.

Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Shipping and handling fees charged to customers are reported within revenue. Incidental items that are immaterial in the context of the contract are recognized as expense.

The Company considers a purchase order to be a contract with a customer. For each contract accounted for under ASC 606, Revenue from Contracts with Customers (“ASC 606”) the transaction price is stated in each sales invoice. For contracts with multiple performance obligations, a range of observable selling prices has been developed for each performance obligation based on historical transactions to ensure that the stated contract price is within that range. As such, the stated contract price for each obligation within the contract is considered as the standalone selling price. Payment terms vary by the type and location of customers and the products or services offered. Contracts do not include a significant financing component as the period between when the Company transfers the products or services to the customer and when the customer pays for those products or services is one year or less.

The Company offers both assurance and non-assurance service-type warranties. Service-type warranties include extended protection plans (“EPP”) for new equipment for a period beyond the period covered by the assurance warranty. EPP are sold and priced separately and recognized evenly over the life of the warranty.

The nature of the Company’s business gives rise to variable consideration, including performance guarantees, volume rebates, sales discounts, and sales credits. The Company may also make penalty payments for under-performance or late deliveries and provide rights of return in certain contracts. The Company estimates the amount of variable consideration by using the most likely amount because it is appropriate for estimating variable consideration when there is a single most likely amount from a range of possible outcomes. Under this approach, the Company records variable consideration using the single most likely outcome of the contract. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity. If variable consideration is specific to one performance obligation, the Company will assign the variable consideration entirely to that specific performance obligation. Otherwise, the transaction price for the contract would be adjusted and the revised transaction price would be allocated to all the performance obligations in the contract based on their relative standalone selling prices.

Sales of systems, molds, machines, refurbishments, conversions and spare parts

Revenue related to systems, molds, machines, refurbishments, conversions and spare parts is recognized when control transfers to the customer at a point in time. Control transfers when the customer has legal title to the asset and can direct the use of and receive benefits from the asset. As such, it is determined that control transfers and revenue is recognized when the performance obligation is delivered in accordance with its shipping terms. For the sale of systems with bundled service packages, the portion related to those bundled services is carved out using the standalone selling price of the renewals of those service packages and recognized evenly over the service period.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	12

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Sales of medical molds

Revenue related to medical molds is recognized over time using the percentage of completion input method as the basis for measuring the progress on the medical mold contract. The input method is used to recognize revenue based on project costs incurred towards satisfying a performance obligation relative to the total expected project costs to satisfy the performance obligation. The project costs associated with the medical mold process is a faithful depiction of the Company’s fulfillment of its performance obligation.

Service revenue

Service revenue includes startup, testing, installation, training and on-going monitoring services, performed over time. The revenue related to each of these performance obligations is recognized over the service period. The amount of revenue recognized is calculated using the input method based on hours incurred.

Revenue contract assets and liabilities

Timing of revenue recognition may differ from the timing of invoicing to customers or cash receipts from customers. Contract assets and liabilities are generated when contractual billing schedules differ from revenue recognition timing. A receivable is recorded in instances when revenue is recognized prior to invoicing, and amounts collected in advance of goods and services being provided are recorded as deferred revenue. The Company issues deposit invoices for sale of Husky Systems and services to customers prior to revenue recognition.

The payment terms and conditions vary by contract type, although standard billing terms are that payment is due upon receipt of invoice, payable within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that contracts generally do not include a significant financing component and the period between when the payment is received and when the Company transfers the promised goods or services to the customer will be one year or less.

Research and development costs

Research costs are expensed as incurred. In process research and development (“IPR&D”) is amortized once development efforts are complete. IPR&D is tested annually for impairment until the point at which it is started to be amortized. Internal-use software that is acquired, internally developed or modified solely to meet internal needs, is capitalized and amortized over the useful life. Research and development costs relating to new and existing products and technologies are included in cost of goods sold in the consolidated statements of operations.

For the years ended December 31, 2025, 2024 and 2023, the Company incurred $27.3 million, $26.1 million and $30.3 million, respectively, in research and development expenses.

Government grants

Government grants are recognized when it is probable that the grant will be received, and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as a reduction to the costs that it is intended to compensate. When the grant relates to an asset, it is initially recognized as a reduction of the carrying amount of the asset and then recognized as income over the useful life of a depreciable asset by way of a reduced depreciation charge.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	13

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Cash, cash equivalents and restricted cash

Cash and cash equivalents include cash on account and short-term investments in term deposits with maturities of three months or less from the date of acquisition and are valued at cost plus accrued interest, which approximates fair value. It may also include other investments readily convertible into cash with insignificant risks of changes in fair value. The Company’s cash and cash equivalents consist of demand deposits with banks and investments in money market funds.

The Company records restricted cash within prepaid expenses and other current assets on the consolidated balance sheets.

Accounts receivable and allowance for credit losses

The accounts receivable consists of trade receivables, tax receivables and other receivables. The trade receivables balance reflects invoiced and accrued revenue and is presented net of an allowance for credit losses. The allowance for credit losses reflects estimates of lifetime expected losses in the accounts receivable balance.

The Company evaluates the collectability of its accounts receivable balance based upon a combination of factors on a periodic basis such as specific credit risk of its customers, historical trends, economic circumstances and other forward-looking factors. The Company, in the normal course of business, monitors the financial condition of its customers and reviews the credit history of each new customer. Based on management judgment or contractual provisions, the Company may require letters of credit, significant deposits, prepayments, or other security.

In accordance with ASC 326, expected credit losses for accounts receivable and contract assets are recognized based on lifetime expected losses. The Company recognizes a loss allowance using a collective assessment for accounts receivable, including contract assets, with similar risk characteristics based on historical credit loss experience, adjusted for forward-looking factors specific to the debtors and economic environment. The Company continues to maintain an allowance for 100% of all accounts deemed to be uncollectible.

Customer creditworthiness is evaluated prior to order fulfillment and based on these evaluations; the Company adjusts the credit limit to the respective customer. In addition to these evaluations, the Company conducts on-going credit evaluations of our customers' payment history and current creditworthiness.

Long-term debt

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs.

Borrowings are removed from the consolidated balance sheets when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	14

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Deferred financing costs

Costs and fees to secure debt financing are deferred and amortized over the term of the related debt using the effective interest method and the related amortization is included within interest expense. These costs are presented as a direct reduction from the carrying amount of the corresponding debt liability.

Warranty

The Company provides warranties for general repairs of defects that existed at the time of sale, as required by law. Liabilities related to these assurance-type warranties are recognized when the product is sold. Initial recognition is based on historical experience. The estimate of warranty-related costs is reassessed at each reporting period and recorded in profit or loss.

Derivatives and hedging activities

The Company uses forward contracts to hedge certain foreign currency exposures. The Company does not use derivative financial instruments for speculative purposes. The Company records all derivative instruments at fair value on the consolidated balance sheets. The fair value of these instruments is calculated based on notional and exercise values, transaction rates, market quoted currency spot rates and forward points. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative instrument and the resulting designation. The Company can designate certain derivatives as either:

i.Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedges);

ii.Hedges of a particular risk associated with the cash flows of recognized assets and liabilities and highly probable forecast transactions (cash flow hedges); or

iii.Hedges of a net investment in a foreign operation (net investment hedges).

For derivative instruments designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive loss (“OCI”), net of tax, and subsequently reclassified into income in the same period or periods in which the hedged item affects income. In order for the Company to receive hedge accounting treatment, the cash flow hedge must be highly effective in offsetting changes in the expected cash flows of the hedged item and the relationship between the hedging instrument and the associated hedged item must be formally documented at the inception of the hedge relationship. Hedge effectiveness is formally assessed, both at hedge inception and quarterly, to determine whether the derivatives used in hedging transactions are highly effective in offsetting changes in the expected cash flows of the hedged items and whether they are expected to continue to be highly effective in future periods.

Currently, the Company is applying cash flow hedges only for foreign currencies. At inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which it intends to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the Company will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis of sources of hedge ineffectiveness). The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.

For any derivative instruments related to foreign currencies that do not meet the requirements for hedge accounting, or for any derivative instruments for which hedge accounting is not elected, the changes in fair value of the instruments are

HUSKY TECHNOLOGIES LIMITED	Financial Statements	15

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

recognized in income in the current period and will generally offset the changes in the United States (“U.S.”) dollar value of the associated asset or liability.

When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging remains in OCI until the forecast transaction occurs, resulting in the recognition of a non-financial asset or liability. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss.

Embedded derivatives

The Term Loan, Senior Secured Notes and preferred shares, each contain a number of embedded features. US GAAP requires that under certain conditions, an embedded derivative is separated from its host contract and accounted for as a derivative, or the entire contract is to be measured at Fair Value Through Profit and Loss (“FVTPL”). An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a special interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, a credit rating or credit index, or other variable, provided in the case of a non-financial variable that the variable is not specific to a party to the contract.

Assets held for sale

Assets are classified as held for sale only when management commits to a plan for selling the asset, the asset is actively marketed at a price that is reasonable in relation to its current fair market value, the asset is available for immediate sale that is probable to occur within one year and the Company is not expected to make significant changes to the plan. The assets held for sale are recognized in the consolidated financial statements at the lower of the carrying amount or fair market value less expected direct selling costs and are not depreciated after being classified as held for sale and are categorized within Level 3 of the fair value hierarchy.

Inventories

Inventories are valued at the lower of cost and net realizable value, generally calculated on a first-in, first-out basis except for spare parts, which are calculated on a weighted average basis. The cost of work in process and finished goods comprises materials, direct labor, variable manufacturing overhead and an allocation of fixed manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred.

Provisions recorded to reduce the carrying amount of inventory to net realizable value, including the estimated cost to complete and sell, are based on estimates of future customer demand for products, including general economic conditions and market acceptance of current and pending products.

Fair value measurements

The Company measures the fair value of assets and liabilities on a recurring and non-recurring basis in accordance with ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a framework for measuring fair value. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the

Company has the ability to access at the measurement date;

HUSKY TECHNOLOGIES LIMITED	Financial Statements	16

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Level 2 Observable inputs, other than Level 1 inputs, such as quoted prices for similar assets and liabilities; or

other inputs that are observable or can be corroborated by observable market data for substantially the

full term of the assets or liabilities; and

Level 3 Inputs that are unobservable. An asset or liability’s level within the fair value hierarchy is based

on the lowest level of any input that is significant to the fair value measurement.

Transfers in or out at any level will occur at the actual date of the event or change in circumstances that caused the transfer. An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Leases

The Company determines if an agreement is, or contains, a lease at inception. An agreement is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company leases assets including land and buildings, vehicles, and equipment. The Company determines the lease term based on the likelihood of exercising renewal options in future. For leases with a term of 12 months or less or of low value, the payments are expensed as incurred.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

An operating lease is a lease in which a lessor transfers the use of an asset to a lessee for a period of time but does not effectively transfer control of the underlying asset. For lessees, a lease is a finance lease if the lessee effectively obtains control of the underlying asset, by meeting any of the following five criteria:

i.The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii.The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii.The lease term is for a major part (generally 75%) of the remaining economic life of the underlying asset.

iv.The sum of the lease payments and the present value of any residual value guaranteed by the lessee amounts to or exceeds substantially all (generally 90%) of the fair value of the underlying asset.

v.The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

For a finance lease, the right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. For an operating lease, amortization of the right-of-use asset is calculated as the difference between the straight-line rent expense and the interest expense on the lease liability for a given period. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	17

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The lease liability is initially measured at the present value of the fixed and in-substance fixed lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses its incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liabilities are subsequently measured at amortized cost using the effective interest method. They are remeasured when there is a change in future lease payments arising from a change in the lease term, if there is a change in the Company’s estimate of the amount expected to be payable due to changes in an index or rate or a change in expected payment under a guaranteed residual value, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Improvements that significantly extend the useful life or utility of existing property, plant and equipment are capitalized, while all other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets as follows:

Asset	Estimated useful lives
Buildings and improvements	Up to 50 years
Machinery and equipment	Up to 20 years

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of operations when the asset is derecognized. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year-end and adjusted prospectively, if appropriate.

Goodwill and intangible assets

Goodwill represents the excess of purchase price over the fair value of net assets acquired.

Intangible assets acquired through a business combination are recorded at their estimated fair value at the time of acquisition and are amortized on a straight-line basis over their estimated useful lives. Intangible assets include patents and know-how, customer relationships, software, IPR&D, backlog and brand names. Amortization related to customer relationships is recognized on a straight-line basis, which approximates cash flows associated with these customers. Brand names are not subject to amortization but tested annually for impairment.

The Company capitalizes internally developed software costs if they meet the criteria for recognition as an asset and amortizes such costs over their estimated useful lives of up to 10 years beginning when the intangible asset is placed in service.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	18

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Capitalized internally developed software costs include only:

i.external direct costs of materials and services utilized in developing or obtaining computer software; and

ii.compensation and related benefits for employees who are directly associated with the software project.

It is the Company’s policy to amortize intangible assets with finite lives at the following annual bases and rates:

Asset	Estimated useful lives
Patents and know-how	8-15 years
Customer relationships	14-20 years
Software	Up to 10 years
Backlog	Up to 3 years

Impairment

Property, plant, and equipment and amortizable intangible assets are tested for impairment when events and circumstances indicate the carrying amount of the assets may not be recoverable. The Company does not perform an impairment analysis if indicators of impairment are not present. If indicators are present, the Company performs a recoverability test by comparing the carrying amounts of the assets with estimated undiscounted cash flows. If a long-lived asset is not recoverable on an undiscounted basis, an impairment loss is calculated based on the excess of the carrying amount over the fair value of the asset. Different assumptions and/or estimates regarding future results or cash flows may have resulted in a different conclusion. Furthermore, significant changes to the assumptions and/or estimates could result in an impairment charge in a future period.

Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired in a business combination. Goodwill is not amortized but is tested annually for impairment at the reporting unit level in the fourth quarter of the year and between annual tests if indicators of potential impairment exist. These indicators could include a significant change in the outlook for the reporting unit’s business, lower than expected operating results, increased competition, legal factors, or the sale or disposition of a significant portion of a unit. For a reporting unit with goodwill, an impairment loss is recognized for the amount by which the unit’s carrying value, including goodwill, exceeds its fair value. The fair value of a reporting unit is determined using a market-based approach that considers the transaction value from a recent business combination of the Company.

Foreign currency translation

The functional and reporting currency of the Company is the U. S. dollar.

The Company has significant operations in a number of foreign subsidiaries whose functional currency is the local currency. Transactions in foreign currencies are translated into the functional currency using the exchange rates in effect at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the exchange rate in effect at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the exchange rates at the reporting date are recognized in profit or loss, except when deferred in OCI as qualifying cash flow hedges.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	19

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

The results and financial position of all the foreign subsidiaries that have a functional currency different from the reporting currency are translated into the reporting currency as follows: assets and liabilities are translated at the close rate as at the date of the consolidated balance sheets; income and expenses are translated at the average exchange rate; all resulting exchange differences are recognized as a separate component of accumulated other comprehensive loss. In the event of a disposal of a foreign operation, the deferred cumulative amount recognized in accumulated other comprehensive loss relating to that particular foreign operation would be recognized in profit or loss.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.

Stock-based compensation

The Company offers or intends to offer stock options to selected executives and/or members of its Board of Directors, and other key management personnel ("Plan Participants"), under a long-term incentive plan that awards stock options in the equity of the Company (the “Plan”). The Company has accounted for the grants under the fair value method and uses the Black-Scholes option pricing model to determine the fair value at the grant date of its service-based stock option awards. The Black-Scholes option pricing model includes various assumptions with regard to the expected volatility, risk-free interest rate, exercise price, dividend yield rate, share price and the life of the share awards.

Stock-based compensation expense is based on awards expected to vest and this is recognized as expense over the requisite service period. The Company also estimates forfeiture rates based on historical experience to factor into the calculation of the stock-based compensation expenses when the options are initially granted. When the requisite service period is not rendered, the Company accounts for the effect of such forfeitures by adjusting the stock-based compensation expense accordingly. The stock-based compensation expense is reported as a component of selling, general and administrative expense in the consolidated statements of operations.

Employee future benefits

The Company maintains an unfunded post-retirement defined health and dental benefit plan and various defined contribution pension plans for certain employees. The Company also maintains a funded defined benefits pension plan for employees in Switzerland.

Costs associated with the defined health and dental benefit plan and defined benefits pension plans are based on the projected benefit method prorated on service, using management's best estimates and actuarial determinations. For active employees covered by the post-retirement defined benefit plans, net actuarial gains or losses in excess of 10% of the accrued benefit obligation and past service costs for plan amendments are amortized on a straight-line basis over the estimated average remaining service life. Contributions made under the defined contribution pension plans are expensed as incurred.

Shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of income taxes.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	20

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Temporary Equity

We present contingently redeemable preferred stock (i.e., redeemable upon the occurrence of an event outside the control of the issuer) and preferred stock that is redeemable at the option of the holder, in temporary equity. Temporary equity is presented after liabilities and before permanent equity on the balance sheet.

Income taxes

The Company uses the liability method of tax allocation to account for income taxes. Under this method, deferred income tax assets and liabilities are determined based on temporary differences between the financial reporting and the tax bases of assets and liabilities and are measured using enacted tax rates and tax laws that are expected to be in effect when the differences are expected to reverse.

No deferred income tax liability is recorded for income taxes on undistributed earnings and translation adjustments of subsidiaries to the extent that there is sufficient evidence that the subsidiary has invested or will invest the for the undistributed earnings indefinitely or that the earnings will be remitted in a tax-free liquidation. Income taxes are recorded on such foreign undistributed earnings and translation adjustments when it becomes apparent that such earnings will be distributed in the foreseeable future and the Company will incur further significant income taxes on remittance.

The Company applies a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of the available evidence indicates that it is more likely than not that the position will be sustained upon examination, including resolution of related appeals or litigation processes, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold, it is measured to determine the amount of benefit to recognize in the consolidated financial statements. The Company recognizes interest and penalties related to uncertain tax positions in provision for (recovery of) income taxes.

The Company uses the flow-through method to account for investment tax credits ("ITC's") earned on eligible scientific research and experimental development expenditures. Under this method, the ITCs are recognized as a reduction to provision for income taxes. A deferred income tax asset, net of income taxes and any applicable valuation allowance, is set up in those situations where the Company does not have an immediate ability to utilize the earned ITCs.

Classification of assets and liabilities

The Company presents assets and liabilities in the consolidated balance sheets based on current/non-current classification. An asset is current when it is:

i.Expected to be realized or intended to be sold or consumed in the normal operating cycle;

ii.Held primarily for the purpose of trading; or

iii.Expected to be realized within 12 months after the reporting period.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	21

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

All other assets are classified as non-current. A liability is current when:

i.It is expected to be settled in the normal operating cycle;

ii.It is held primarily for the purpose of trading; or

iii.It is due to be settled within 12 months after the reporting period.

The Company classifies all other liabilities as non-current. Deferred income tax assets and liabilities are classified as non-current assets and liabilities.

Accounting standards adopted or recently issued

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending December 31, 2025. The Company has adopted this update retrospectively, please refer to Note 7 for further information.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures” and in January 2025 issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income (Topic 220-40): Clarifying the Effective Date”, requiring disclosure, of disaggregated information about specific expense categories that are considered relevant, on an annual and interim basis. The guidance is effective for all public business entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The adoption of this ASU will result in additional disclosure but will not impact balances reported in our consolidated financial statements.

In July 2025, the FASB issued amendments to ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The amendment provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The practical expedient assumes the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset. This will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company has adopted the practical expedient, and it is not expected to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued amendments to ASU 2025-06, “Intangibles - Goodwill and Other Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” The amendments in this ASU remove all references to prescriptive and sequential software development stages (referred to as “project stages”). Accordingly, an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to complete recognition threshold”). This will be effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The impact of this adoption on our consolidated financial statements is being evaluated.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	22

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities”. The ASU leverages the principles in the accounting framework for government assistance in IFRS and makes certain targeted improvements and modifies certain of the existing disclosure requirements in ASC 832. This will be effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The impact of this adoption on our consolidated financial statements is being evaluated.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The ASU clarifies the form and content of interim financial statements, identifies interim disclosure requirements included in other codification topics, and requires disclosure of events occurring since the end of the most recent annual reporting period that have a material impact on the entity. The ASU does not change existing interim reporting requirements. This will be effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The impact of this adoption on our condensed consolidated interim financial statements is being evaluated.

In December 2025, the FASB issued amendment ASU 2025-12, “Codification Improvements”, as part of its ongoing project to address stakeholder suggestions, and make incremental improvements to the Accounting Standards Codification. The amendments primarily consist of technical corrections, clarifications, and other minor improvements across a broad range of topics and are not expected to significantly affect current accounting practice or result in significant costs to the entities. These updates are intended to improve the clarity and operability of U.S. GAAP rather than introduce new accounting principles. This will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The impact of this adoption on our consolidated financial statements is being evaluated.

   CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The Company records restricted cash within prepaid expenses and other current assets on the condensed consolidated interim balance sheets. As at December 31, 2025 and 2024, the restricted cash was $nil and $14.7 million, respectively. The amounts were held in escrow pending certain tax disputes that were subject to a tax indemnity held by the seller from a prior business combination and assumed by the Company upon acquisition on March 28, 2018. The corresponding liability associated with this tax indemnity had been included in accounts payable and accrued liabilities. Following resolution of the matter on January 6, 2025, the amounts held in escrow were released and related tax liability was settled.

As at December 31, 2025 and 2024, total cash, cash equivalents and restricted cash was $36.1 million and $72.1 million, respectively.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	23

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

```
   ACCOUNTS RECEIVABLE, NET
```

Accounts receivable consist of the following:

	As at December 31,
	2025	2024
Trade receivables	$ 317.3	$ 261.3
Receivables from tax authorities (sales tax)	8.3	5.8
Other receivables	11.5	4.4
Accounts receivables, gross	337.1	271.5
Allowance for expected credit losses	(3.8)	(2.4)
Accounts receivables, net of allowances	$ 333.3	$ 269.1

As at December 31, 2025, other receivables include receivables of $3.8 million for land and building sold in Czech Republic. Please refer to Note 10 for further information.

Trade receivables are non-interest bearing and are generally on 30 to 60 day terms.

The aging analysis of trade receivables is as follows:

			Past due
	Total	Neither past due nor impaired	< 30 days	30-60 days	> 60 days
December 31, 2025	$ 317.3	$ 196.0	$ 49.3	$ 34.8	$ 37.2
December 31, 2024	$ 261.3	$ 170.9	$ 41.7	$ 16.5	$ 32.2

The following table presents a summary of the changes in the allowance for expected credit losses:

Balance as at December 31, 2023	$ 2.3
New allowance for expected credit losses in the year	1.0
Reversals, collections and other	(0.7)
Accounts written off	(0.2)
Balance as at December 31, 2024	2.4
New allowance for expected credit losses in the year	1.7
Reversals, collections and other	—
Accounts written off	(0.3)
Balance as at December 31, 2025	$ 3.8
HUSKY TECHNOLOGIES LIMITED	Financial Statements	24
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

```
   INVENTORIES
```

Inventories consist of the following:

	As at December 31,
	2025	2024
Raw materials	$ 110.6	$ 101.0
Work in process	40.1	50.7
Finished goods	98.0	84.6
Total	$ 248.7	$ 236.3

As at December 31, 2025 and 2024, inventories were presented net of provisions of $37.1 million and $30.8 million, respectively.

```
   INCOME TAXES
```

Deferred income tax assets and liabilities consist of the following temporary differences:

	As at December 31,
	2025	2024
Deferred income tax assets
Operating loss carryforwards	$ 139.0	$ 138.3
Financing expense carryforwards	19.6	25.6
Provisions	20.9	20.2
Investment tax credits	14.6	15.0
Basis difference for pension, derivatives and inventory included in OCI	0.4	3.4
Capital loss carryforwards	1.6	1.5
Other	1.8	3.4
Gross deferred income tax assets	197.9	207.4
Less: Valuation allowance	(35.2)	(42.1)
Net deferred income tax assets	$ 162.7	$ 165.3
HUSKY TECHNOLOGIES LIMITED	Financial Statements	25
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

	As at December 31,
	2025	2024
Deferred income tax liabilities
Basis difference for intangible assets	$ (184.5)	$ (202.6)
Basis difference for property, plant and equipment	(16.7)	(19.6)
Tax on undistributed foreign earnings	(8.6)	(12.8)
Basis difference for investments in subsidiaries	(11.6)	(10.3)
Unrealized gain on foreign exchange	(1.0)	(4.3)
Total deferred income tax liabilities	(222.4)	(249.6)
Net deferred income tax liabilities	$ (59.7)	$ (84.3)
Classification
Non-current net deferred income tax assets	$ 3.6	$ 2.6
Non-current net deferred income tax liabilities	(63.3)	(86.9)
Net deferred income tax liabilities	$ (59.7)	$ (84.3)

As at December 31, 2025 and 2024, the Company had operating loss carryforwards of $547.2 million and $544.4 million, respectively. Of the $547.2 million existing as at December 31, 2025, approximately $68.2 million can be carried forward indefinitely, $2.9 million will expire in 2030, and the remaining $476.1 million will expire between 2038 and 2045, if not utilized.

As at December 31, 2025 and 2024, the Company had unclaimed ITCs of $21.1 million and $20.8 million, respectively, that are available to offset future income taxes arising in Canada. As at December 31, 2025 and 2024, net deferred income tax assets of $14.6 million and $14.2 million, respectively, have been recognized in respect of these credits. In Canada, ITCs are reported in taxable income in the year following utilization and, accordingly, recognition of the Canadian ITC's are net of the related deferred income tax liability. Of the $21.1 million existing as at December 31, 2025, approximately $11.6 million will expire between 2027 and 2034 and $9.5 million will expire between 2038 and 2045, if not utilized. In Canada, the non-deductible interest and financing expenses may be carried forward indefinitely and can be utilized in any year with excess interest capacity. As at December 31, 2025 and 2024, the Company had non-deductible financing expense carryforwards of $77.0 million and $100.3 million, respectively.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	26

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The (recovery of) provision for income taxes differs from the amounts that would be obtained by applying the Canadian federal statutory income tax rate as a result of the following:

	For the years ended December 31,
	2025		2024		2023
	Amount	Percent	Amount	Percent	Amount	Percent
Canadian federal statutory tax	$(29.6)	25.0%	$(16.3)	25.0%	$(46.0)	25.0%
Non-deductible and (non-taxable) items	29.6	(24.9)	0.3	(0.5)	1.8	(1.0)
Non-deductible dividends	22.4	(18.9)	—	—	—	—
Fair value adjustment on embedded derivatives	8.8	(7.4)	—	—	—	—
Foreign exchange translation	(3.4)	2.9	0.3	(0.5)	0.5	(0.3)
Other	1.8	(1.5)	—	—	1.3	(0.7)
Foreign tax effects	4.5	(3.8)	0.2	(0.2)	4.1	(2.2)
China
Withholding tax	1.4	(1.2)	1.7	(2.6)	0.2	(0.1)
Reassessments	—	—	—	—	2.4	(1.3)
Other	(0.1)	0.1	(0.1)	0.2	0.5	(0.3)
Luxembourg
Foreign exchange translation	4.7	(4.0)	(3.1)	4.8	1.9	(1.0)
Federal statutory tax rate differential	0.6	(0.5)	1.5	(2.3)	0.6	(0.3)
Reassessments	0.1	(0.1)	1.0	(1.5)	—	—
Change in tax rates	—	—	(1.7)	2.6	—	—
IP regime exemption	(3.3)	2.8	(3.3)	5.1	(1.9)	1.0
Other	(0.8)	0.7	(0.2)	0.3	(1.6)	0.9
United States
Withholding tax	0.3	(0.3)	1.5	(2.3)	0.8	(0.4)
Prior period adjustment: transfer pricing	—	—	1.6	(2.5)	—	—
Other	(0.3)	0.3	(0.6)	0.9	—	—
Other foreign jurisdictions	1.9	(1.6)	1.9	(2.9)	1.2	(0.7)
Effect of cross-border tax laws	0.3	(0.3)	0.9	(1.4)	—	—
Foreign accrual property income	0.1	(0.1)	0.9	(1.4)	—	—
Other	0.2	(0.2)	—	—	—	—
State and local income taxes, net of federal income tax effect1	0.3	(0.3)	0.7	(1.1)	(0.1)	0.1
Tax credits	(0.7)	0.6	(0.6)	0.9	(0.5)	0.3
Research and development incentives	(0.7)	0.6	(0.6)	0.9	(0.5)	0.3
Changes in unrecognized tax benefits	(5.7)	4.8	(1.5)	2.3	(5.3)	2.9
Changes in valuation allowances	(7.3)	6.2	23.9	(36.7)	2.4	(1.3)
Other adjustments	3.4	(2.9)	(0.6)	1.0	0.7	(0.5)
Prior period adjustment: transfer pricing	—	—	(1.0)	1.5	—	—
Other	3.4	(2.9)	0.4	(0.5)	0.7	(0.5)
Effective income tax	$(5.2)	4.4%	$7.0	(10.7)%	$(42.9)	23.3%

1Provincial taxes in Ontario attributed to 100% of the tax effect in this category.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	27

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The details of loss before income taxes by jurisdiction are as follows:

	For the years ended December 31,
	2025	2024	2023
Canadian	$ (194.7)	$ (216.4)	$ (255.2)
Foreign	76.3	151.2	71.4
Loss before income taxes	$ (118.4)	$ (65.2)	$ (183.8)

The details of the provision for (recovery of) income taxes by jurisdiction are as follows:

	For the years ended December 31,
	2025	2024	2023
Current
Canadian federal	$ 1.7	$ 0.2	$ (10.4)
Canadian provincial	(0.1)	(1.8)	0.3
Foreign	28.2	35.9	26.4
	29.8	34.3	16.3
Deferred
Canadian federal	(24.8)	(29.3)	(58.1)
Canadian provincial	(0.5)	(0.4)	(3.5)
Foreign	(9.7)	2.4	2.4
	(35.0)	(27.3)	(59.2)
Total income taxes	$ (5.2)	$ 7.0	$ (42.9)

The Company assesses whether valuation allowances should be recorded or maintained against its deferred income tax assets, based on consideration of available evidence, using a more-likely-than-not recognition threshold. The factors the Company uses to assess the likelihood of realization are taxable income in prior carry-back years, future reversals of existing temporary differences, tax planning strategies and future taxable income exclusive of reversing temporary differences and carry-forwards.

As at December 31, 2025 and 2024, the Company established valuation allowances of $35.2 million and $42.1 million, respectively, where realization of deferred income tax assets has been determined to not meet the more-likely-than-not recognition threshold.

In 2025, the Company maintained a full valuation allowance on the deferred tax asset related to the non-deductible financing expense carryforwards of $18.1 million, since it is more likely than not that the benefit will not be realized. As the Company has significant interest expense in its Canadian operations, it is expected that this legislation will continue to impact the Company’s tax rate in future accounting periods.

As at December 31, 2025 and 2024, the Company had gross unrecognized tax benefits of $31.7 million and $35.2 million, including interest and penalties of $1.1 million and $1.1 million, respectively. The Company recognizes interest and penalties with respect to unrecognized tax benefits as provision for income taxes. During the years ended December 31, 2025 and 2024, there was no change to the reserve for interest and penalties.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	28

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

A summary of the changes in gross unrecognized tax benefits is as follows:

	As at December 31,
	2025	2024
Balance, beginning of the year	$ 35.2	$ 37.8
Statute expirations	(7.4)	(1.1)
Settlements	(0.4)	(2.4)
Increase for tax positions related to prior years	1.2	1.0
Increase for tax positions related to the current year	1.5	1.4
Foreign exchange translation	1.6	(1.5)
Balance, end of the year	$ 31.7	$ 35.2

In 2025, the Company released reserves of $4.7 million in Luxembourg and $2.3 million in Canada, related to positions that became statute-barred during the year. In 2024, the Company released reserves of $2.4 million as a result of the 2019 and 2020 audit settlement in Luxembourg.

The Company considers its significant tax jurisdictions to include Canada, China, Luxembourg and the U.S. With few exceptions, the Company remains subject to income tax examinations in Canada for years after 2006, Luxembourg for years after 2020, China for years after 2021, and the U.S. (federal) for years after 2021.

The Organization for Economic Co-operation and Development/G20 Inclusive Framework on Base Erosion and Profit Shifting has published the Pillar Two model rules (“Pillar Two”), relating to Income Taxes. It is expected that Pillar Two will apply in most of the jurisdictions the Company operates in and will serve to extract additional tax in jurisdictions where the Company pays tax below a minimum (15%) threshold. The legislation became effective for the Company’s financial year beginning January 1, 2024. The Company has performed an assessment of its potential exposure to Pillar Two and has concluded that it has no material exposure in 2025.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	29

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The cash income taxes paid by jurisdiction are as follows:

	For the years ended December 31,
	2025	2024	2023
Canadian federal	0.3	$ (0.9)	$ —
Canadian provincial1	(0.1)	(2.7)	(0.1)
Foreign
China	9.9	8.8	2.8
United States of America	9.2	12.7	9.7
India	1.9	1.6	0.2
Japan	1.6	(0.3)	3.9
Luxembourg	0.3	(3.9)	(6.9)
Others	3.4	1.7	1.4
	26.3	20.6	11.1
Cash income taxes paid	$ 26.5	$ 17.0	$ 11.0

1Canadian provincial income taxes paid are 100% attributed to Ontario.

```
   FAIR VALUE MEASUREMENTS
```

The fair value amounts disclosed below represent the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair values for the periods presented due to their short-term maturity.

Debt

The fair value of the Company’s fixed rate debt (“Senior Secured Notes”) and long-term portion of floating rate debt (“Term Loan”) is determined by using a Level 2 based approach by observing the price at which it is exchanged between qualified institutional lenders. The fair value of the Company’s revolving credit facility (the “Revolver”), equals to its carrying value.

The carrying amounts and the estimated fair values of the Company's long-term debt are as follows:

	As at December 31,
	2025		2024
	Carrying amount	Fair value amount	Carrying amount	Fair value amount
Term Loan	$ 1,679.4	$ 1,736.7	$ 1,687.2	$ 1,752.7
Senior Secured Notes	990.6	1,048.8	988.2	1,045.0
Total	$ 2,670.0	$ 2,785.5	$ 2,675.4	$ 2,797.7
HUSKY TECHNOLOGIES LIMITED	Financial Statements	30
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Derivative financial assets and liabilities

Foreign currency forward contracts are carried at fair value, which is determined using Level 2 market-based valuation that relies on market observable inputs adjusted to take into account the creditworthiness of the counterparties or the Company, as applicable, and the effects of credit risk mitigating factors such as master netting agreements and collateral agreements.

The fair value of the preferred shares embedded derivatives was determined to be a Level 3 instrument and was valued using the with and without method Monte Carlo Simulation. Please refer to Note 14 for further information on valuation approach related to embedded derivatives.

The following table presents the fair value and the consolidated balance sheets classification of the derivative financial instruments:

	As at December 31,
	2025		2024
	Level 2	Level 3	Level 2	Level 3
Financial assets
Foreign currency forward contracts	1.8	—	—	—
Financial liabilities
Embedded derivatives	(81.5)	—	—	(46.0)
Foreign currency forward contracts	(1.0)	—	(9.8)	—

On November 2, 2025, the Company entered into an agreement with CompoSecure, Inc., a publicly traded company, for a business combination of the two organizations. As a result of the transaction, Husky will become a wholly owned subsidiary and operate as a standalone business alongside CompoSecure, Inc. The transaction is subject to regulatory approvals and customary closing conditions and is expected to close in the first quarter of 2026. With the transaction, there is observable market data, which repositions the embedded derivatives as a level 2 financial instrument. By using the observable market data to value the embedded derivative, this has increased the value of the embedded derivative from $46.0 million to $81.5 million, resulting in a loss on $35.5 million on the consolidated statements of operations. Subsequent to year-end, this transaction has closed. Please refer to Note 25 for additional details.

The following table provides a reconciliation of the beginning and ending balances for recurring fair value measurements that utilize significant unobservable inputs (i.e., Level 3 inputs).

	Embedded derivatives (Level 3)
Balance as at January 1, 2025	$ 46.0
Transfer out (November 2, 2025)	(46.0)
Unrealized loss	—
Balance as at December 31, 2025	$ —	HUSKY TECHNOLOGIES LIMITED	Financial Statements	31
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Derivative financial assets are included as part other long-term assets and prepaid expenses and other current assets. Derivative financial liabilities are included as part of other current liabilities and other long-term liabilities in the consolidated balance sheets.

The following table provides a summary of the pre-tax profit or loss effect of the Company's derivative financial instruments designated as foreign exchange cash flow hedges for the years ended December 31, 2025, 2024 and 2023. All unrealized gains or losses are reflected in other comprehensive loss, and the cash flow impact is reflected as part of changes in other assets and liabilities in operating activities section of the consolidated statements of cash flows.

	For the years ended December 31,
	2025	2024	2023
Effective portion
Amount on realized (gain)/loss	$ 4.8	$ 5.1	$ 6.2
Amount of (gain)/loss classified from accumulated other comprehensive loss into net loss	$ 4.8	$ 5.1	$ 6.2

As at December 31, 2025, the estimated gain of $0.4 million, related to the Company’s derivative financial instruments, is expected to be reclassified into earnings within the next 12 months.

All foreign exchange cash flow hedges were effective for the years presented.

As at December 31, 2025, the notional amounts related to Canadian dollar hedges for the years 2026 and 2027 were $223.4 million and $96.0 million respectively, which were hedged at an average rate of 1.36538 and 1.35736 Canadian dollar per U.S. dollar, respectively. With respect to these foreign currency forward contracts related to Canadian dollar expenses, as at December 31, 2025, a 1% strengthening or weakening of the Canadian dollar against the U.S. dollar would increase/decrease pre-tax other comprehensive (loss) income by $2.3 million.

```
   ENTERPRISE RISK MANAGEMENT
```

Russia Ukraine war risk

The conflict between Russia and Ukraine has led to additional and more severe sanctions imposed by the United States of America, United Kingdom, European Union, Canada and other countries on certain Russian institutions and individuals and which also impose various broad sectoral restrictions. These developments have resulted in reduced access for Russian businesses to international export markets, weakening of the Russian Ruble and other negative economic consequences. As we have limited operations in Russia and Ukraine, there is no material impact to our business, financial condition, or results of operations.

Concentration of credit risk

Credit risk is the risk that one party to a financial instrument will fail to perform its obligations, causing a loss for the other. Our financial assets are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable and derivative instruments with positive fair values. The carrying value of these assets represents our maximum credit exposure.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	32

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

We manage potential credit risk through a variety of mechanisms, including by dealing with highly creditworthy financial institutions and adhering to our prescribed counterparty credit and concentration limits.

Cash and cash equivalents consist of bank deposits and short-term investments. Investments are held in term deposits with highly creditworthy banks. Credit risk is further managed by complying with counterparty credit and concentration limits, in accordance with our policies.

Our customers are geographically diversified with no concentration of receivables by customer or geography. We manage our accounts receivable credit risk by analyzing the counterparties’ financial condition prior to entering into an agreement, establishing credit limits and obtaining cash, letters of credit or other acceptable forms of security from customers to provide credit support, based on such analysis of the customer and the terms and conditions applicable to each transaction.

Derivatives are only entered into with highly creditworthy banks, and the derivatives portfolio is held with several banks to reduce concentration risk.

Liquidity risk

Our debt levels, or any future increase in our debt level, may adversely affect our financial condition such as:

•limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;

•require a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes;

•increase our vulnerability to general adverse economic and market conditions;

•expose us to the risk of increased interest rates;

•limit our flexibility in planning for and reacting to changes in the markets in which we compete and to changing business and economic conditions;

•restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;

•impair our ability to obtain additional financing in the future;

•place us at a disadvantage compared to other, less leveraged competitors and affect our ability to compete; and

•increase our cost of borrowing.

Please refer to Note 14 for further information on repayments of long-term debt, Note8, for further information on the fair value hierarchy of the financial assets and liabilities and Note 15 for further information on the future expected payments under employee benefit plans.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate with changes in market interest rates. We are exposed to interest rate risk primarily through our long-term, floating rate debt, principally including our debt under our Existing Credit Facilities. Assuming no significant changes in our long-term debt balance as of December 31, 2025, a 1% increase or decrease in the interest rate of our funded floating-rate debt would increase or decrease interest expenses by $15.9 million for the next 12 months.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	33

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Foreign currency risk

We operate in international markets and, accordingly, our competitiveness and financial results are subject to foreign currency fluctuations where revenues and costs are denominated in currencies other than U.S. dollars. For example, a large percentage of our expenses are incurred in Canadian dollars, while a large percentage of our sales are denominated in U.S. dollars. Increases in the value of the Canadian dollar relative to the U.S. dollar could have a material adverse effect on the overall competitiveness of our products and services and, therefore, our financial results. In addition, our equipment selling prices are largely denominated in U.S. dollars or Euros, and any material decline in the value of a customer’s base currency relative to the U.S. dollar or Euro may have a material adverse effect on our sales volumes and operating margins. We are also exposed to currency movements for other currencies, including the Japanese Yen and Chinese Renminbi. We compete against equipment manufacturers domiciled in various countries. These competitors benefit when the currency of their cost base depreciates against the U.S. dollar.

We regularly enter into foreign exchange forward contracts primarily to reduce our exposure to Canadian dollar currency rate fluctuations. We typically limit our forward contracts to a maximum of a two-year period. In accordance with ASC Topic 815, Derivatives and Hedging, these foreign exchange contracts are accounted for as cash flow hedges.

Geographic risk

Our significant international operations subject us to risks associated with operating in foreign jurisdictions, such as unfavorable political, regulatory, economic, labor and tax conditions. We are a global business with a significant portion of our operations and revenue outside of North America.

Our international operations, such as our manufacturing operations and other facilities in Brazil, China, India, Luxembourg and Mexico, are subject to risks inherent in doing business in foreign countries, including, among others:

•potential imposition of restrictions on investments;

•requirements of foreign laws and other governmental controls, including trade and labor restrictions and related laws that reduce the flexibility of our business operations;

•the imposition by the U.S. government and foreign governments of trade barriers such as quotas, preferential bidding, import restrictions and/or export restrictions or controls;

•potential staffing difficulties and labor disputes;

•managing and obtaining support and distribution for local operations;

•increased costs of transportation or shipping;

•credit risk and financial conditions of local customers and distributors;

•risk of nationalization of private enterprises by foreign governments;

•potential adverse tax consequences; and

•potential difficulties in protecting intellectual property.

We may be subject to unanticipated income taxes, excise duties, import taxes, export taxes, value added taxes, or other governmental assessments, and taxes may be impacted by changes in legislation in the tax jurisdictions in which we operate. In addition, our organizational and capital structure may limit our ability to transfer funds between countries without incurring adverse tax consequences. Any of these events could result in a loss of business or other unexpected costs that could reduce revenue or profits and have a material adverse effect on our financial condition, results of operations and cash flows.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	34

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Potential impact of recently enacted and proposed tariffs on the Company’s business

Husky’s business operations are subject to risks associated with changes in international trade policies, including but not limited to tariffs. The U.S. Government has recently implemented comprehensive tariffs on imports from various countries around the world, along with sector-specific and/or product-specific tariffs, which could affect Husky’s business. There are also additional investigations that have been recently initiated by the U.S. Government on imports covering a wide range of sectors and/or products, which may potentially result in the imposition of further tariffs. These developments may have unpredictable downstream effects on Husky’s current and future operations, including potential delays, increased production costs, or limitations in sourcing essential materials.

The Company’s net assets by geographic region were as follows:

	As at December 31,
	2025	2024
Canada	$ 279.4	$ 349.9
Luxembourg	12.7	29.5
China	31.7	14.7
United States	12.1	13.0
Rest of World	13.2	16.1
Total	$ 349.1	$ 423.2

Canada includes goodwill of $1,922.8 million.

```
 PROPERTY, PLANT AND EQUIPMENT
```

Property, plant and equipment consist of the following:

	Land	Building and improvements	Machinery and equipment	Construction in progress	Total
Cost
Balance as at January 1, 2024	$ 31.0	$ 235.1	$ 293.6	$ 15.3	$ 575.0
Additions	—	—	—	33.8	33.8
Additions from CIP Transfer	—	3.3	24.2	(27.5)	—
Disposals	—	(1.0)	(16.7)	(0.2)	(17.9)
Impairment	—	(0.9)	—	—	(0.9)
Reclassified to held for sale	(1.1)	(8.0)	—	—	(9.1)
Changes in foreign exchange and others	(0.2)	(9.0)	(12.3)	(0.2)	(21.7)
Balance as at December 31, 2024	29.7	219.5	288.8	21.2	559.2
Additions	—	—	—	45.4	45.4
Additions from CIP Transfer	—	4.8	30.0	(34.8)	—
Disposals	—	(0.4)	(13.5)	(0.2)	(14.1)
Reclassified to inventory	—	—	(2.2)	—	(2.2)
Changes in foreign exchange and others	0.3	16.5	22.9	0.6	40.3
Balance as at December 31, 2025	$ 30.0	$ 240.4	$ 326.0	$ 32.2	$ 628.6
HUSKY TECHNOLOGIES LIMITED	Financial Statements	35
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

	Land	Building and improvements	Machinery and equipment	Construction in progress	Total
Accumulated depreciation
Balance as at January 1, 2024	$ —	$ (46.5)	$ (149.6)	$ —	$ (196.1)
Depreciation	—	(9.1)	(31.0)	—	(40.1)
Disposals	—	0.6	15.4	—	16.0
Reclassified to held for sale	—	5.0	—	—	5.0
Changes in foreign exchange and others	—	5.5	8.7	—	14.2
Balance as at December 31, 2024	—	(44.5)	(156.5)	—	(201.0)
Depreciation	—	(8.5)	(30.8)	—	(39.3)
Disposals	—	0.3	12.2	—	12.5
Reclassified to inventory	—	—	0.5	—	0.5
Changes in foreign exchange and others	—	(10.1)	(16.6)	—	(26.7)
Balance as at December 31, 2025	$ —	$ (62.8)	$ (191.2)	$ —	$ (254.0)
Carrying amount
Balance as at December 31, 2025	$ 30.0	$ 177.6	$ 134.8	$ 32.2	$ 374.6
Balance as at December 31, 2024	$ 29.7	$ 175.0	$ 132.3	$ 21.2	$ 358.2

The Company had an asset held for sale, in the consolidated balance sheets, consisting of land and building located in the Czech Republic. In Q4 2025, the Company concluded the sale of the land and building in the Czech Republic for gross sale proceeds of $3.7 million less direct selling costs of $0.2 million. The carrying value of the property at the time of disposal was $3.8 million. As a result, the property had a loss of $0.3 million recognized in the consolidated statements of operations in the year ended December 31, 2025.

 OTHER LONG-TERM ASSETS AND LIABILITIES

Other long-term assets consist of the following:

	As at December 31,
	2025	2024
Right-of-use assets	$ 29.5	$ 17.9
Other	6.7	1.0
	$ 36.2	$ 18.9

As at December 31, 2025 and 2024, other long-term assets include $6.2 million and $1.0 million, respectively, related to the defined benefits pension plan. Please refer to Note 15 for further information on the defined benefits pension plan.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	36

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Other long-term liabilities consist of the following:

	As at December 31,
	2025	2024
Lease obligations	$ 17.5	$ 10.9
Other	15.1	15.7
	$ 32.6	$ 26.6

As at December 31, 2025 and 2024, other long-term liabilities include $9.2 million and $8.4 million, respectively, related to the non-current portion of warranty liability. Please refer to Note 13 for further information on warranty provisions.

Information about the Company’s leases, which are all operating leases, is as follows:

Right-of-use assets

	Property	Vehicles	Total
Balance as at January 1, 2024	$ 18.1	$ 3.8	$ 21.9
New leases entered into during the year	1.8	3.8	5.6
Depreciation charge for the year	(7.6)	(1.6)	(9.2)
Changes in foreign exchange and other	(0.2)	(0.2)	(0.4)
Balance as at December 31, 2024	12.1	5.8	17.9
New leases entered into during the year	15.9	4.2	20.1
Depreciation charge for the year	(6.5)	(2.5)	(9.0)
Changes in foreign exchange and other	0.4	0.1	0.5
Balance as at December 31, 2025	$ 21.9	$ 7.6	$ 29.5

Lease obligations

Balance as at January 1, 2024	$ 22.1
New leases entered into during the year	5.6
Interest charge for the year	1.6
Lease payments during the year	(10.8)
Changes in foreign exchange and other	(1.2)
Balance as at December 31, 2024	17.3
New leases entered into during the year	17.8
Interest charge for the year	1.9
Lease payments during the year	(10.9)
Changes in foreign exchange and other	0.7
Balance as at December 31, 2025	$ 26.8
HUSKY TECHNOLOGIES LIMITED	Financial Statements	37
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

	As at December 31,
	2025	2024
Current portion	$ 9.3	$ 6.4
Non-current portion	17.5	10.9
Total lease obligations	$ 26.8	$ 17.3
Maturity analysis – contractual undiscounted cash flows
---	---
Less than one year	$ 10.8
One to three years	12.0
More than three years	6.5
Total undiscounted lease obligations at December 31, 2025	$ 29.3

The current portion of the lease obligation is included in other current liabilities, and the long-term portion is included in other long-term liabilities.

Amounts recognized in consolidated statements of operations within selling, general and administrative expenses

	For the years ended December 31,
	2025	2024	2023
Interest on lease obligations	$ 1.9	$ 1.6	$ 1.0
Depreciation on right-of-use assets	9.0	9.2	8.3
Total lease expense	10.9	10.8	9.3
Expenses relating to short-term leases	0.1	0.1	1.4
Total expenses, including short-term leases	$ 11.0	$ 10.9	$ 10.7

As at December 31, 2025 and 2024, the weighted average remaining lease term of the leases were 8.4 years and 7.2 years, respectively. As at December 31, 2025 and 2024, the weighted average discount rates for the remaining leases were 8.5% and 8.0%, respectively.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	38

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

```
 GOODWILL AND INTANGIBLE ASSETS
```

Goodwill and intangible assets consist of the following:

	Patents and know-how	Customer relationships	Software	IPR&D	Brand names	Total intangible assets	Goodwill
Cost
Balance as at January 1, 2024	$ 1,035.2	$ 439.9	$ 51.2	$ 8.5	$ 80.0	$ 1,614.8	$ 1,922.8
Additions	—	—	6.9	1.9	—	8.8	—
Reclassification of assets	—	—	5.2	(5.2)	—	—	—
Disposals	—	—	(4.5)	—	—	(4.5)	—
Impairment	—	—	(1.8)	—	—	(1.8)
Changes in foreign exchange and others	(12.9)	(6.2)	(0.5)	—	—	(19.6)	—
Balance as at December 31, 2024	1,022.3	433.7	56.5	5.2	80.0	1,597.7	1,922.8
Additions	1.6	0.4	11.9	1.8		15.7	—
Reclassification of assets	—	—	2.3	(2.3)	—	—	—
Disposals	(2.0)	—	(5.4)	—		(7.4)	—
Changes in foreign exchange and others	24.4	11.3	0.7	0.1		36.5	—
Balance as at December 31, 2025	$ 1,046.3	$ 445.4	$ 66.0	$ 4.8	$ 80.0	$ 1,642.5	$ 1,922.8
	Patents and know-how	Customer relationships	Software	IPR&D	Brand names	Total intangible assets	Goodwill
---	---	---	---	---	---	---	---
Accumulated amortization
Balance as at January 1, 2024	$ (449.4)	$ (136.0)	$ (18.1)	$ —	$ —	$ (603.5)	$ —
Amortization	(76.9)	(23.7)	(10.1)	—	—	(110.7)	—
Disposals	—	—	4.4	—	—	4.4	—
Changes in foreign exchange and others	6.1	2.5	0.3	—	—	8.9	—
Balance as at December 31, 2024	(520.2)	(157.2)	(23.5)	—	—	(700.9)	—
Amortization	(77.4)	(24.0)	(10.0)	—	—	(111.4)	—
Disposals	2.0	—	5.0	—	—	7.0	—
Changes in foreign exchange and others	(13.0)	(5.4)	(0.3)	—	—	(18.7)	—
Balance as at December 31, 2025	$ (608.6)	$ (186.6)	$ (28.8)	$ —	$ —	$ (824.0)	$ —
Carrying amount
Balance as at December 31, 2025	$ 437.7	$ 258.8	$ 37.2	$ 4.8	$ 80.0	$ 818.5	$ 1,922.8
Balance as at December 31, 2024	$ 502.1	$ 276.5	$ 33.0	$ 5.2	$ 80.0	$ 896.8	$ 1,922.8
Weighted average remaining useful life (in years) - 2025	3.3	4.0	0.3	—	—
Weighted average remaining useful life (in years) - 2024	4.1	4.2	0.3	—	—

The expected amortization expense per year for each of the next five years is $104.7 million.

For goodwill and non-amortizable intangible assets, the Company completed its annual testing for impairment as at both October 1, 2025 and 2024 and no impairments were identified as part of the assessments.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	39

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

During the year ended December 31, 2024, the Company recorded an impairment of $1.8 million in relation to a software-related project to bring the net book value down to $nil, due to management’s decision to de-emphasize the project. The impairment was recognized in selling, general and administrative expenses in the consolidated statements of operations.

The Company did not identify any other indicators of impairment pursuant to the remaining long-term assets.

 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:

	As at December 31,
	2025	2024
Trade payables and accruals	$ 263.5	$ 233.4
Current portion of warranty liability	19.5	16.6
Payroll-related costs	54.9	51.9
Accrued interest	45.2	34.2
Total	$ 383.1	$ 336.1

The changes to the Company's warranty and severance liabilities were as follows:

	Warranty provisions	Severance provisions	Total
Balance as at January 1, 2024	$ 27.7	$ 5.6	$ 33.3
Current provisions in the year	21.4	1.1	22.5
Settled during the year	(25.3)	(4.4)	(29.7)
Reversal and adjustments	1.2	(0.1)	1.1
Balance as at December 31, 2024	25.0	2.2	27.2
Current provisions in the year	22.7	6.5	29.2
Settled during the year	(24.4)	(1.8)	(26.2)
Reversal and adjustments	5.4	(0.5)	4.9
Balance as at December 31, 2025	$ 28.7	$ 6.4	$ 35.1
Classification
Current portion	$ 16.6	$ 2.2	$ 18.8
Non-current portion	8.4	—	8.4
Total as at December 31, 2024	$ 25.0	$ 2.2	$ 27.2
Current portion	$ 19.5	$ 6.4	$ 25.9
Non-current portion	9.2	—	9.2
Total as at December 31, 2025	$ 28.7	$ 6.4	$ 35.1

As at December 31, 2025 and 2024, the current portion of the Company's severance liability of $6.4 million and $2.2 million, respectively, was included within payroll-related costs in accounts payable and accrued liabilities in the consolidated balance sheets.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	40

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

```
 LONG-TERM DEBT AND OTHER BORROWINGS
```

Long-term debt consisted of the following:

	Term Loan	Revolver	Senior Secured Notes	Senior Notes	Senior PIK Notes	Total
Balance as at January 1, 2024	$ 1,964.6	$ —	$ —	$ 623.3	$ 405.5	$ 2,993.4
Borrowings	1,750.0	—	1,000.0	—	—	2,750.0
Drawdowns	—	183.0	—	—	—	183.0
Principal paid	(1,988.0)	(183.0)	—	(630.0)	(412.0)	(3,213.0)
Transaction cost	(34.7)	—	(6.3)	—	—	(41.0)
Debt discount	(26.3)	—	(7.5)	—	—	(33.8)
Amortization of transaction costs	7.1	—	0.9	0.9	1.1	10.0
Amortization of debt discount	3.4	—	1.1	—	0.6	5.1
Write-off of transaction costs & debt discount	11.1	—	—	5.8	4.8	21.7
Balance as at December 31, 2024	1,687.2	—	988.2	—	—	2,675.4
Drawdowns	—	126.0	—	—	—	126.0
Principal paid	(17.5)	(126.0)	—	—	—	(143.5)
Transaction cost	(1.7)	—	—	—	—	(1.7)
Amortization of transaction costs	6.6	—	1.1	—	—	7.7
Amortization of debt discount	4.8	—	1.3	—	—	6.1
Balance as at December 31, 2025	$ 1,679.4	$ —	$ 990.6	$ —	$ —	$ 2,670.0
Classification
Current portion	$ 17.5	$ —	$ —	$ —	$ —	$ 17.5
Non-current portion	1,669.7	—	988.2	—	—	2,657.9
Total as at December 31, 2024	$ 1,687.2	$ —	$ 988.2	$ —	$ —	$ 2,675.4
Current portion	$ 17.5	$ —	$ —	$ —	$ —	$ 17.5
Non-current portion	1,661.9	—	990.6	—	—	2,652.5
Total as at December 31, 2025	$ 1,679.4	$ —	$ 990.6	$ —	$ —	$ 2,670.0

As at December 31, 2025 and 2024, the Company had availability of $271.3 million and $272.8 million, respectively, under the Revolver, net of letters of credit outstanding under the credit facility of $2.5 million and $1.0 million, respectively.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	41

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The undiscounted future repayments per fiscal year, including minimum future accrued interest, are as follows:

	Term Loan	Senior Secured Notes	Total
2026	$ 200.6	$ 91.7	$ 292.3
2027	199.3	91.9	291.2
2028	198.6	92.3	290.9
2029	1,693.7	1,011.5	2,705.2
2030	—	—	—
Total	$ 2,292.2	$ 1,287.4	$ 3,579.6

Term Loan actual annual repayments are impacted by the excess cash flow sweep, which comes into effect in 2026, as defined in the Credit Agreement, and may be different than the timing and amounts noted above for the respective years. Management cannot reasonably estimate additional payments that may be required and has therefore not classified these potential payments as current debt. As at December 31, 2025, the Company was in compliance with all debt covenants and conditions.

Term loan and revolver credit agreements

On March 28, 2018, the Company, through its wholly-owned subsidiary Husky Injection Molding Systems Limited (“HIMS”), entered into a $2,350.0 million Credit Agreement, with the “Revolver” and the Term Loan, which had original maturity on March 28, 2025.

Husky is structured as a holding company and owns HIMS through a series of wholly-owned intermediary subsidiaries. Husky and these wholly-owned intermediary subsidiaries do not produce any goods or services and the only financing activities executed within these entities relates to the Senior PIK Notes, as described further below. Substantially all of the Company’s assets had been pledged as collateral.

Since March 28, 2018, there have been several amendments to the Credit Agreement related to the terms and conditions of the Term Loan and the Revolving Credit Facility including both changes in facility amounts and respective maturity dates of these credit facilities.

On April 23, 2024, HIMS and certain of the Husky’s subsidiaries, entered into Amendment No. 5 to the credit agreement (“Amendment 5”), providing for a new senior secured first-lien term loan facility in an aggregate principal amount of $1,750.0 million (the “Term Loan”) and a new senior secured super priority multi-currency revolving credit facility with commitments of $273.8 million (the “Revolver”). The Term Loan matures on February 15, 2029, and the Revolver matures on November 16, 2028 as a result of Amendment 5 (“April Refinancing”).

Substantially all of the Company’s assets have been pledged as collateral. The Term Loan has a floating interest rate and requires principal repayments of $4.375 million quarterly (commenced with the quarter ending September 30, 2024), or $17.5 million annually. There are additional payment requirements (subject to certain exceptions) commencing with the year ending December 31, 2025, ranging from 0.0% to 50.0% of excess cash flows, the percentage being determined by a leverage ratio as defined in Amendment 5. The additional required payments based on excess cash flows can be credited towards the scheduled principal repayments. The Company may optionally make prepayments against the Term Loan

HUSKY TECHNOLOGIES LIMITED	Financial Statements	42

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

without any premium or penalty. As set forth in Amendment 5, and subject to lenders’ approval, the Revolver and Term Loan may be increased.

Amendment 5 has restrictions on new debt issuance, certain payments such as dividends, the sale of assets, investments such as capital expenditures, certain liens, transactions with affiliates and requires the Company to comply with a maximum leverage ratio, which is only measured when usage of the Revolver exceeds 35% as at the reporting date. Further, the Amendment imposes limitations on payment of dividends based upon various annual company performance metrics.

On December 12, 2024, HIMS completed Amendment No. 6 to the credit agreement to reduce the Term Loan rate from Secured Overnight Financing Rate (“SOFR”) plus 5.00% to SOFR plus 4.50% per annum.

On September 9, 2025, Husky Injection Molding Systems Limited completed Amendment No. 7 to the credit agreement to reduce the Term Loan rate from SOFR plus 4.50% to SOFR plus 3.75% per annum.

On November 17, 2025, the Company completed Amendment No. 8 to its existing credit agreement to establish a 2026 Delayed Draw Facility (the “Delayed Draw Facility”) with a maximum aggregated amount of $350.0 million. Under the Delayed Draw Facility, the Company can borrow 2026 Delayed Draw Term Loans (the “Delayed Draw Term Loan”) of up to $350.0 million within 2026 Delayed Draw Availability Period (“Delayed Draw Availability Period”) as specified in the amended credit agreement.

Upon borrowing under the Delayed Draw Facility, the Delayed Draw Term Loan will have the same terms as the Company’s existing term loan under Amendment No. 5 and will then be accounted for as a single class of loan. Interest on each Delayed Draw Term Loan accrues from its respective draw date. The Delayed Draw Term Loans are not available for reborrowing, once repaid. The proceeds from the Delayed Draw Term Loan will only be used solely for purposes specified in the amended credit agreement.

The Revolver advances bear interest at the SOFR plus 5.00% per annum. Additionally, the Revolver is subject to unused line fees determined on an annual rate of 0.375% and calculated based on the amount by which the commitments exceed the average daily balance of the outstanding revolving loans under the Revolver during the applicable quarter.

As at December 31, 2025 and 2024, the interest rate on the Term Loan was 7.6% and 8.8%, respectively. As at both December 31, 2025 and 2024, there was no outstanding balance on the Revolver and Delayed Draw Facility.

Senior notes

On March 28, 2018, the Company, through two wholly owned subsidiaries, issued $650.0 million aggregate principal unsecured 7.750% Senior Notes that mature on April 15, 2026. The Senior Notes interest repayment was required semi-annually in cash in arrears on April 15 and October 15 of each year, which commenced on October 15, 2018.

The Senior Notes and related accrued interest have been fully repaid in connection with April Refinancing.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	43

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Senior secured notes

On February 12, 2024, the Company, through its directly and indirectly owned subsidiaries (the “Issuers”), issued $1,000.0 million aggregate principal secured 9.00% Senior Secured Notes that mature on February 15, 2029. The Senior Secured Notes interest repayment is required semi-annually in cash in arrears on February 15 and August 15 of each year, which commenced on August 15, 2024.

The Company may redeem some or all of the Senior Secured Notes at any time at the redemption prices set forth in the indenture, plus accrued and unpaid interest (if any) and make-whole or similar premiums if any. In certain circumstances, the Company may be required to offer to repurchase some or all of the Senior Secured Notes at the prices set forth in the indenture, plus accrued and unpaid interest (if any).

In connection with the closing of Amendment 5, the Term Loan, the Senior Secured Notes and the related Guarantees were secured by first-priority security interests in substantially all of the Issuers’ and the Guarantors’ assets, subject to certain limitations, exceptions and permitted liens, to the extent applicable (the “Collateral”). The aforementioned assets will also secure the obligations under the new credit facility on a pari passu basis.

Senior PIK notes

On February 14, 2020, the Company, through an indirect wholly-owned subsidiary, issued 13.00%/13.75% Senior PIK Notes that matured on February 15, 2025 for the aggregate principal amount of $460.0 million. The interest on the Senior PIK Notes was payable semi-annually on February 15 and August 15 of each year which commenced on August 15, 2020, to holders of record as of the close of business on each interest payment date. After the initial interest period, the Company had the option to pay interest on the Senior PIK Notes by increasing the principal amount of the Senior PIK Notes or by issuing additional Senior PIK Notes instead of making cash interest payments subject to certain metrics pursuant to the terms of the Indenture dated February 14, 2020. Interest accrued on the Senior PIK Notes at a rate per annum equal to 13.75%, which was the Cash Interest rate plus 0.75%. The Senior PIK Notes were issued at a price of 98%, resulting in original issue discount (“OID”) of $9.2 million. The Company also incurred approximately $15.6 million in underwriting and other fees. The Company capitalized the $24.8 million of issuance costs related to the Senior PIK Notes which was amortized over the term of the Senior PIK Notes using the effective interest rate method.

On April 4, 2023, the Company closed a purchase in the open market of $8.0 million 13.00% interest-bearing Senior PIK Notes originally due to mature on February 15, 2025 at a re-purchase price of $84.75 (amounting to $6.9 million including $0.1 million of accrued interest). A gain on the extinguishment of debt of $1.0 million, net of $0.1 million of OID and $0.1 million of deferred financing fees written off as a result of the purchase, was recognized in the consolidated statements of operations. The Senior PIK Notes and related accrued interest have been fully repaid in connection with April Refinancing.

Preferred shares and warrants

On April 23, 2024, Husky issued 370,000 Class A Preferred Shares and 111,794 warrants for aggregate gross proceeds of $362.6 million. The transaction costs in relation to these preferred shares and warrants was $16.0 million.

The 111,794 warrants enable holders to purchase up to 111,794 Class A Common Shares at an exercise price of $1,953.90 per share. The warrants are only exercisable upon a change of control until April 23, 2034, unless certain triggering events occur that could cause the warrants to become null and void upon certain circumstances as described in the Securities Purchase Agreement and Articles of Husky Technologies Limited (“Subscription Agreement”), including the completion of an initial public offering. The fair value of warrants was estimated using the Black Scholes option pricing model and was valued

HUSKY TECHNOLOGIES LIMITED	Financial Statements	44

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

at $19.6 million, net of $0.9 million issuance costs and $0.4 million discount, and has been recorded in additional paid-in capital within the consolidated statements of stockholders’ equity.

The holders of the preferred shares are entitled to a liquidation preference of 14% per annum. Semi-annually, the Company can choose whether cash distributions are made or have the liquidation preference accrue. The preferred shares are considered currently redeemable and are subsequently measured at the maximum redemption amount under the Subscription Agreement at each reporting date, net of the fair value of certain embedded features that have been bifurcated and recognized as an embedded derivative. As at both December 31, 2025 and 2024, the cumulative preferred return was approximately $171.0 million and is reflected within preference share capital on the consolidated balance sheets. Of the total preferred return decrease of $35.5 million for the year ended December 31, 2025 (compared to an increase of $206.5 million for the year ended December 31, 2024), the Company recognized a reduction of $1.2 million and an increase of $36.7 million to additional paid-in capital and accumulated deficit, respectively (compared to the reductions in corresponding amounts of $35.2 million and $171.3 million for the year ended December 31, 2024).

The above preferred return adjustments are reflected in the consolidated statements of stockholders’ equity.

In accordance with the Subscription Agreement, upon the occurrence of certain triggering events, under certain conditions, the preferred shares must be redeemed for cash or common shares based on the market value of the common shares at that time. In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, holders of the preferred shares shall be in preference and priority to any distribution to the holders of the Class A and Class B Common Shares. The preferred shares are financial instruments with both equity and debt characteristics and is classified as temporary equity on the consolidated balance sheets.

The following table summarizes the preference share capital activities for the year ended December 31, 2025 and December 31, 2024 :

	Preference Share Capital
Balance as at January 1, 2024	$ —
Issuance of preference share capital	349.1
Preferred shares discount	(6.0)
Transaction costs	(13.1)
Bifurcation of embedded derivatives	(46.0)
Preferred return	206.5
Balance as at December 31, 2024	490.5
Preferred return	(35.5)
Balance as at December 31, 2025	$ 455.0

Embedded derivatives

The Term Loan, Revolver Credit Agreements, Senior Secured Notes and preferred shares, each contain a number of embedded features. The embedded features within the Term Loan, Senior Secured Notes and Revolver were closely related to the host contract and therefore do not require a separate unit of accounting. Certain embedded features within the preferred shares, specifically conversion rights of the holder in the event of a change of control or completion of an initial

HUSKY TECHNOLOGIES LIMITED	Financial Statements	45

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

public offering of the Company, were not clearly and closely related to the host contract and have been classified as an embedded derivative requiring separate presentation from the preferred shares and subsequent measurement at FVTPL.

The fair value of the preferred shares embedded derivatives was determined to be a Level 3 instrument and was valued using the with and without method Monte Carlo Simulation. Under this dynamic model, an equity waterfall is used to simulate equity proceed distributions assuming various time periods, redemption events and settlement in either cash or common shares. The value is simulated by capturing the highest and best outcome, with and without the embedded derivatives. As a part of this model, significant estimates include the probabilities for each scenario and the stock price of the Company. Starting November 2, 2025, the Monte Carlo Simulation was no longer used to value the embedded derivatives. Refer to Note 8 for additional details. As at December 31, 2025 and 2024, the fair value of the embedded derivatives is $81.5 million and $46.0 million and has been recorded in other current liabilities within the consolidated balance sheets. For the years ended December 31, 2025 and 2024, the Company recognized derivatives fair value adjustment of $35.5 million and $46.0 million, respectively in the consolidated statements of operations. The transaction costs and discount in relation to embedded derivatives were $2.0 million and $0.9 million, respectively.

The net proceeds from the new Term Loan, Senior Secured Notes and preferred shares were used to repay the previous Term Loan, Senior Notes, Senior PIK Notes (“Previous Debt”) and related accrued interest in connection with the April 2024 Refinancing. As at April 23, 2024, the unamortized balance of transaction costs and discount, of $21.7 million, on Previous Debt has been recognized as a loss on debt extinguishment in the consolidated statements of operations for the year ended December 31, 2024.

```
 EMPLOYEE FUTURE BENEFITS
```

The Company provides various employee benefit plans for its employees. For the years ended December 31, 2025 and 2024, the Company recorded employee benefit expenses of $6.5 million and $6.0 million, respectively, for defined contribution plans.

Employee future benefits consist of the following:

	As at December 31,
	2025	2024
Liability
Health and dental care benefits	4.0	3.8
Total	$ 4.0	$ 3.8
Asset
Defined benefits pension plan	6.2	1.0
Total	$ 6.2	$ 1.0	HUSKY TECHNOLOGIES LIMITED	Financial Statements	46
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

As at December 31, 2025 and 2024, the asset related to the defined benefits pension plan of $6.2 million and $1.0 million, respectively, is recorded within other long-term assets in the consolidated balance sheets.

Health and dental care benefits

The Company provides certain health and dental care benefits to eligible Canadian employees and their dependents who retired between the ages of 55 and 65 and had worked at least 20 years for the Company. These benefits, both for the retiree and their dependents, are discontinued at the earlier of age 65 or the death of the retiree. The Company uses the fiscal year-end date as the measurement date for these benefits. The most recent actuarial valuation of the benefit plan for the Company was as at July 1, 2023 and extrapolated to December 31, 2025.

The Company also provides long-term disability benefits to eligible disabled employees, their spouses and children. The Company uses the fiscal year-end date as the measurement date for these benefits. The most recent actuarial valuation of the benefit plan for the Company was as at December 31, 2024 and extrapolated to December 31, 2025.

The weighted average actuarial assumptions used in measuring the Company’s health and dental care benefits obligations and costs as at December 31, 2025 and 2024 are as follows:

	As at December 31,
	2025	2024
Accrued benefit obligations
Discount rate	4.5 %	4.5 %
Weighted average initial health care cost trend rate	5.2 %	5.3 %
Weighted average ultimate health care cost trend rate	4.5 %	4.5 %
Years to reach ultimate trend rate	5	6
Net periodic costs
Discount rate	4.5 %	4.6 %
Weighted average initial health care cost trend rate	5.3 %	5.4 %
Weighted average ultimate health care cost trend rate	4.5 %	4.5 %
Years to reach ultimate trend rate	5	6

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. The following table presents the impact of a 1% change in assumed health care cost trend rates on the health and dental benefit plans for the years ended December 31, 2025 and 2024:

	As at December 31,
	2025		2024
	1% Increase	1% Decrease	1% Increase	1% Decrease
Impact of changes in health care cost trend rates
Total service costs and interest costs	$ —	$ —	$ —	$ —
Projected benefit obligation	$ 0.3	$ 0.3	$ 0.3	$ 0.2	HUSKY TECHNOLOGIES LIMITED	Financial Statements	47
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The information about these plans is as follows:

	As at December 31,
	2025	2024	2023
Change in employee future benefit obligation
Balance, beginning of the year	$ 3.8	$ 4.2	$ 5.1
Current service cost	0.1	0.1	0.2
Interest cost	0.1	0.1	0.2
Actuarial gain	(0.1)	(0.1)	(1.2)
Benefits paid	(0.2)	(0.2)	(0.2)
Foreign exchange loss (gain)	0.3	(0.3)	0.1
Benefit obligation, end of the year	4.0	3.8	4.2
Change in plan assets
Fair value of plan assets, beginning of the year	—	—	—
Employer contributions	0.2	0.2	0.3
Benefits paid	(0.2)	(0.2)	(0.3)
Fair value of plan assets, end of the year	—	—	—
Unfunded status, end of the year	(4.0)	(3.8)	(4.2)
Net amounts recognized in the non-current liabilities in the consolidated balance sheets	$ (4.0)	$ (3.8)	$ (4.2)
	For the years ended December 31,
---	---	---	---
	2025	2024	2023
Current service cost	$ 0.1	$ 0.1	$ 0.2
Interest cost	0.1	0.1	0.2
Net periodic benefit cost	$ 0.2	$ 0.2	$ 0.4

Defined benefits pension plan

The Company maintains a defined benefits pension plan for its employees in Switzerland. The Company uses the fiscal year-end date as the measurement date for these benefits. The most recent actuarial valuation of the benefit plan for the Company was as at December 31, 2025.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	48

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The weighted average actuarial assumptions used in measuring the Company’s obligations and costs include:

	As at December 31,
	2025	2024
Projected benefit obligation
Discount rate	1.3 %	1.0 %
Rate of compensation increase	2.3 %	2.3 %
Net periodic benefit cost
Discount rate	1.0 %	1.4 %
Expected long-term rate of return on plan assets	3.0 %	3.5 %
Rate of compensation increase	2.3 %	2.4 %

The information about the Company’s defined benefits pension plan is as follows:

	As at December 31,
	2025	2024	2023
Change in projected benefit obligation
Balance, beginning of period	$ 49.5	$ 47.7	$ 41.4
Current service cost	1.0	0.8	1.0
Interest cost	0.5	0.6	1.0
Prior service cost	—	—	(0.5)
Employee contributions	1.1	1.0	1.1
Benefits paid	(3.1)	(1.9)	(4.4)
Premium paid	(0.2)	(0.2)	(0.2)
Actuarial (gain) loss	(2.5)	5.0	3.9
Foreign exchange loss (gain)	6.7	(3.5)	4.4
Benefit obligation, end of period	53.0	49.5	47.7
Change in fair value of plan assets
Fair value of plan assets, beginning of period	50.5	50.7	46.3
Return on plan assets	2.7	3.7	2.1
Employer contributions	1.1	1.0	1.1
Employee contributions	1.1	1.0	1.1
Benefits paid	(3.1)	(1.9)	(4.4)
Premium paid	(0.2)	(0.2)	(0.2)
Foreign exchange gain (loss)	7.1	(3.8)	4.7
Fair value of plan assets, end of period	59.2	50.5	50.7
Funded status, end of period	6.2	1.0	3.0
Net amounts recognized in the non-current assets in the consolidated balance sheets	$ 6.2	$ 1.0	$ 3.0
HUSKY TECHNOLOGIES LIMITED	Financial Statements	49
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

	For the years ended December 31,
	2025	2024	2023
Current service cost	$ 1.0	$ 0.8	$ 1.0
Interest cost	0.5	0.6	1.0
Amortization of prior service cost	—	—	(0.5)
Expected return on plan assets	(1.6)	(1.7)	(1.7)
Net periodic benefit cost	$ (0.1)	$ (0.3)	$ (0.2)

The expected benefits are based on the same assumptions used to measure the Company's benefit obligation as at December 31, 2025 and include estimated future employee service.

The following table presents expected future benefit payments by plan type:

	Defined contribution	Defined benefit	Health and dental	Total
Expected employer contributions
2026	$ 6.8	$ 1.1	$ 0.3	$ 8.2
2027	7.0	1.1	0.3	8.4
2028	7.1	1.1	0.3	8.5
2029	7.2	1.1	0.3	8.6
2030	7.4	1.1	0.3	8.8
	$ 35.5	$ 5.5	$ 1.5	$ 42.5
Expected benefit payments
2026		$ 2.5	$ 0.3	$ 2.8
2027		2.9	0.3	3.2
2028		3.0	0.3	3.3
2029		3.1	0.3	3.4
2030		3.1	0.2	3.3
Thereafter		13.9	1.4	15.3
		$ 28.5	$ 2.8	$ 31.3

Defined benefit plan assets

The overall investment goal of the pension plan assets is to earn a rate of return over time which, when combined with the Company’s contributions, satisfies the benefit obligations of the pension plans and maintains a sufficient liquidity to pay benefits.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	50

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The following table presents the defined benefit pension plan’s actual and target asset allocations as at December 31, 2025 and 2024:

	As at December 31,
	2025		2024
	Target allocation ranges	Percentage of<br><br>plan assets	Target allocation ranges	Percentage of<br><br>plan assets
Equity securities	11 to 53%	36.4 %	11 to 53%	36.7 %
Debt securities	22 to 80%	46.1 %	22 to 80%	41.2 %
Real estate	0 to 26%	15.2 %	0 to 26%	16.3 %
Cash and cash equivalents	0 to 20%	2.3 %	0 to 20%	5.8 %
Alternative investments (only precious metals and petroleum)	0 to 5%	0.0 %	0 to 5%	0.0 %
		100.0 %		100.0 %

The following table presents the Company’s pension plan assets using the fair value hierarchy as at December 31, 2025 and 2024:

	As at December 31,
	2025		2024
	Total	Quoted prices in active markets for identical assets (Level 1)	Total	Quoted prices in active markets for identical assets (Level 1)
Asset categories
Equity securities	$ 21.5	$ 21.5	$ 18.5	$ 18.5
Debt securities	27.3	27.3	20.8	20.8
Real estate	9.0	9.0	8.2	8.2
Cash and cash equivalents	1.4	1.4	3.0	3.0
Total plan assets	$ 59.2	$ 59.2	$ 50.5	$ 50.5

As at December 31, 2025 and 2024, the Company’s pension plan did not have any Level 2 or Level 3 assets.

Equity securities: Equity securities held by the Company’s pension plan are held through a mutual fund. The fair value of the mutual fund is based on the quoted market price.

Debt securities: Debt securities held by the Company’s pension plan are held through a mutual fund. The fair value of the mutual fund is based on the quoted market price.

Real estate: Real estate held by the Company’s pension plans are held through an investment fund. The fair value of the investment fund is based on the quoted market price.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	51

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

Cash and cash equivalents: Cash and cash equivalents held by the Company’s pension plan are held on deposit with creditworthy financial institutions. The fair value of the cash and cash equivalents are based on the quoted market price of the respective currency in which the cash is maintained.

The expected rate of return on plan assets was calculated as a weighted average of the expected return by asset class based on the targeted asset allocation.

```
 COMMON SHARE CAPITAL
```

The Company has issued common share capital as follows:

	Number of common shares				Share capital amount
	Class A	Class B	Class B, Series 2	Total	Class A	Class B	Class B, Series 2	Total
Issued and outstanding as at January 1, 2023	906,670	21,008	8,879	936,557	$ 725.9	$ 16.6	$ 7.2	$ 749.7
Repurchases	—	(55)	(790)	(845)	—	(0.1)	(0.7)	(0.8)
Issued and outstanding as at December 31, 2023	906,670	20,953	8,089	935,712	725.9	16.5	6.5	748.9
Repurchases	—	—	(190)	(190)	—	—	(0.2)	(0.2)
Issued and outstanding as at December 31, 2024	906,670	20,953	7,899	935,522	725.9	16.5	6.3	748.7
Return of capital	—	—	—	—	(23.1)	(0.5)	(0.2)	(23.8)
Issued and outstanding as at December 31, 2025	906,670	20,953	7,899	935,522	$ 702.8	$ 16.0	$ 6.1	$ 724.9

Each Class A Common Share entitles the holder to one vote at any meeting at which the holders of Class A Common Shares are entitled to vote. Class A Common Shares shall be entitled to receive dividends and are without par value features.

The holders of the Class B Common Shares are not entitled to receive notice of, attend, or vote at any meeting of the shareholders of the Company, and the Class B Common Shares carry no voting rights. The Class B Common Shares are without par value and has unlimited number.

The Class A Common Shares shall rank equally with the Class B Common Shares with respect to dividends, and all dividends which the Board of Directors of the Company may declare on the Class A Common Shares or the Class B Common Shares shall be declared and paid in equal amounts per share on all Class A Common Shares and Class B Common Shares at the time outstanding.

In the event of the liquidation, dissolution, or winding-up of the Company, the holders of the Class A Common Shares shall be entitled to participate pro rata with the holders of the Class B Common Shares in any distribution of all the remaining property or assets of the Company.

On December 30, 2025, by virtue of special resolution, PE Titan Holding III Limited, the sole voting shareholder of the Company, approved the reduction of capital by respective amounts for each Class, as per above table, and the distribution of such amounts to respective Class of shareholders as return of capital.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	52

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

```
 STOCK-BASED COMPENSATION
```

The Plan was established on July 2, 2018, and the Plan Participants are awarded stock options in the equity of the Company. The options have a contractual life of 10 years and vest 20% on each anniversary of the date of grant for five years. The Board of Directors of the Company has capped stock option award grants at 70,677 common shares. The Company will use allotted and unissued stock to satisfy stock award exercise.

A summary of the status of the options for the years ended December 31, 2025, 2024 and 2023 is as follows:

	Number of time vesting options	Weighted average fair value per option	Weighted average exercise price per share	Weighted average remaining contractual life (years)
Outstanding balance, January 1, 2023	57,921	$ 237.64	$ 1,316.42	6.24
Granted	5,500	331.43	1,500.00	9.81
Forfeited	(1,594)	289.04	1,300.58	—
Outstanding balance, December 31, 2023	61,827	244.66	1,333.16	5.64
Granted	6,690	280.21	1,500.00	9.64
Forfeited	(230)	291.65	1,300.58	—
Expired	(543)	—	1,311.60	—
Outstanding balance, December 31, 2024	67,744	291.29	1,350.01	5.11
Granted	2,000	283.59	1,500.00	9.10
Forfeited	(840)	327.63	1,500.00	—
Expired	(123)	—	1,462.71	—
Outstanding balance, December 31, 2025	68,781	$ 292.66	$ 1,352.33	4.16
Exercisable balance, December 31, 2025	56,891	$ 141.54	$ 1,296.85	3.32
Exercisable balance, December 31, 2024	52,868	$ 236.53	$ 1,311.67	4.09
Exercisable balance, December 31, 2023	50,683	$ 222.53	$ 1,304.20	4.94

The Company accounts for the stock option awards as employee equity awards. The expense associated is recorded as the option awards vest with a corresponding increase to contributed surplus. The fair value of stock options used to calculate compensation expense was estimated using the Black Scholes option pricing model. The Company has recognized the expense based upon the portion of the requisite service period using the graded method with a forfeiture rate of 10.0%.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	53

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

For the years ended December 31, 2025, 2024 and 2023, the Company used the following weighted average assumptions to estimate stock option expense:

	For the years ended December 31,
	2025	2024	2023
Share price	$ 1,043.00	$ 1,043.00	$ 1,040.00
Exercise price	$ 1,326.87	$ 1,350.01	$ 1,333.16
Fair value	$ 283.59	$ 280.21	$ 331.43
Risk-free interest rate	4.42 %	3.80 %	4.49 %
Stock price volatility	33.28 %	33.00 %	33.02 %
Dividend yield	0.00 %	0.00 %	0.00 %
Forfeiture rate	10.00 %	10.00 %	10.00 %
Expected term in years	6.5	6.5	7.0

The share price of the Company is determined by an independent third-party valuator. The valuator arrives at the share valuation by reviewing internal forecasts, market activity and external comparable companies.

The risk-free rate is based on the U.S. Federal Reserve bank benchmark bond yield on grant date for an equivalent term. The stock price volatility represents the implied volatility estimated using the weighted average volatility of similar publicly traded companies. The expected term of the stock options is based on the expected exercise and post-vesting employment termination behavior.

In the event of a sale of the Company, the stock options will vest and become exercisable in full immediately prior to such sale. In the event of a public offering of the shares of the Company, the stock options will subject to accelerated vesting in accordance with the terms of the Plan. For the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense of $1.3 million, $1.3 million and $1.0 million, respectively.

As a result of the return of capital referred to in Note 16, Titan I Board of Directors passed a resolution on December 30, 2025 to reduce the exercise price of all stock options outstanding by $25.46 (the "Exercise Price Reduction"), with all other terms of the options remaining unchanged. Following the resolution, the exercise price of the options went down to $1,326.87 from original price of $1,352.33 per share. Due to this modification in option plan, the fair value of the modified options decreased as compared to the fair value immediately before the modification, as such, no expense was recorded as a result of this modification.

As at December 31, 2025, the total compensation expense of $1.3 million related to non-vested outstanding stock options has not been recognized. This cost is expected to be recognized over a weighted-average period of 3.2 years.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	54

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

```
 REVENUE AND SEGMENT DISCLOSURES
```

Revenue, classified by the nature, was as follows:

	For the years ended December 31,
	2025	2024	2023
Tooling and aftermarket	$ 1,152.7	$ 1,118.6	$ 1,074.2
Systems	416.0	375.9	442.9
Total	$ 1,568.7	$ 1,494.5	$ 1,517.1

Revenue contract assets and liabilities

The following table sets forth the activity in the Company’s revenue contract assets and liabilities for the years ended December 31, 2025 and 2024:

	Trade receivables net¹	Deferred revenue
Balances as at January 1, 2024	$ 227.3	$ 189.8
Increases due to invoicing of new or existing contracts	1,494.5	887.0
Decreases due to payment, fulfillment of performance obligations, or other	(1,462.9)	(911.0)
Balances as at December 31, 2024	258.9	165.8
Increases due to invoicing of new or existing contracts	1,568.7	958.5
Decreases due to payment, fulfillment of performance obligations, or other	(1,514.1)	(975.5)
Balances as at December 31, 2025	$ 313.5	$ 148.8

1Includes unbilled trade receivables related to the sale of medical molds, for which revenue is recognized over time, in the amount of $10.9 million as at December 31, 2025 ($6.8 million as at December 31, 2024).

The outstanding balances of deferred revenue as at December 31, 2024 have been fully recognized into revenue as at December 31, 2025. The Company does not have significant sales to one customer that exceed 10% of total revenue.

The following table summarizes remaining performance obligations, from contracts with customers, which have not yet been satisfied as of December 31, 2025 and 2024, as well as the expected timing of recognition of those obligations.

	As at December 31,
	2025	2024
Short-term (12 months or less)	$ 448.2	$ 530.9
Long-term	53.9	33.9
Total	$ 502.1	$ 564.8

Segment disclosures

The Company reports segment information based on the management approach which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as a source of the Company’s reportable operating segments. The CODM, comprised of the Board of Directors and the Chief Executive Officer,

HUSKY TECHNOLOGIES LIMITED	Financial Statements	55

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

reviews financial information, makes decisions and assesses the performance of the Company as a single operating and reportable segment: the beverage and packaging segment.

The beverage and packaging segment derives its revenue primarily from the sale of tooling and after-market products and services, which include molds, hot runners, temperature, controllers and auxiliary equipment along with after-market products and services, and systems, which represent injection molding machines.

The CODM receives and reviews information regarding segment assets at the total consolidated level.

The CODM assesses performance for the beverage and packaging segment and decides how to allocate resources based on net income that also is reported on the consolidated income statement as net income.

The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the beverage and packaging segment or for other purposes, such as for acquisitions or to pay dividends.

Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	56

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The reported segment revenue, net income, and significant expenses regularly provided to the CODM are as follows:

	For the years ended December 31,
	2025	2024	2023
Sales	$ 1,568.7	$ 1,494.5	$ 1,541.2
Less:
Material	548.2	508.8	577.7
Direct labor	180.2	157.0	157.1
Direct overheads	108.0	98.0	94.7
Subcontracting	7.7	9.0	8.7
Warranty	27.8	23.1	24.7
Variances	7.6	8.9	6.5
Indirect manufacturing spending	118.0	102.0	107.0
Manufacturing incentives	3.9	11.6	15.2
Selling, general and administrative expenses	148.2	139.5	131.0
Selling, general and administrative incentives	3.7	11.4	13.9
Interest expense	257.3	311.1	294.0
(Recovery of) provision for income taxes	(5.2)	7.0	(42.9)
Depreciation and amortization	150.7	150.8	162.7
Impairment	—	2.7	57.6
Embedded derivatives fair value loss	35.5	—	—
Management fee	5.5	5.7	5.6
Loss (gain) on extinguishment of debt	—	21.7	(1.0)
Business transformation, non-recurring and other one-time costs	32.1	13.6	52.4
Costs associated with CompoSecure transaction	20.9	—	—
Less: Other segment expenses (income)1	31.8	(15.2)	17.2
Segment net loss	$ (113.2)	$ (72.2)	$ (140.9)

1Other segment expenses (income) primarily represent foreign exchange loss of $29.7 million, foreign exchange gain of $14.7 million and cybersecurity incident of $11.9 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Geographical information

The Company is managed on a worldwide basis, but operates in four principal geographical areas, North America, which includes Canada and the U. S.; Latin America, which includes Mexico and Central and South America; EMEA, which includes Europe, the Middle East, Africa and the Commonwealth of Independent States; and Asia Pacific, which includes Japan, China, India, Singapore, Australia and New Zealand.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	57

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

In presenting the geographical information, revenue is based on the region in which the revenue is transacted, and intellectual property is located. Assets are based on the geographic locations of the assets.

Year ended December 31, 2025	Canada	Luxembourg	United States	China	Rest of the World	Total
Revenue	22.8	4.4	419.7	170.4	951.4	$ 1,568.7
Non-current assets	153.5	90.6	82.2	44.3	33.5	$ 404.1
Year ended December 31, 2024	Canada	Luxembourg	United States	China	Rest of the World	Total
Revenue	20.0	4.7	412.9	197.6	859.3	$ 1,494.5
Non-current assets	151.2	79.9	76.2	42.7	26.1	$ 376.1
Year ended December 31, 2023	Canada	Luxembourg	United States	China	Rest of the World	Total
Revenue	23.3	8.7	481.5	175.3	828.3	$ 1,517.1

Within the category of Rest of the World, there are no countries that exceed 10% of total non-current assets presented above.

```
 COST OF GOODS SOLD
```

The cost of goods sold consists of the following:

	For the years ended December 31,
	2025	2024	2023
Material	$ 548.2	$ 508.7	$ 565.5
Labor	180.2	157.0	157.1
Overheads	300.4	280.7	290.5
Other	22.2	13.5	17.8
Total	$ 1,051.0	$ 959.9	$ 1,030.9
HUSKY TECHNOLOGIES LIMITED	Financial Statements	58
---	---

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses by nature are as follows:

	For the years ended December 31,
	2025	2024	2023
Depreciation and amortization	$ 116.5	$ 115.9	$ 123.5
Impairment of intangibles	—	1.8	57.6
Employee costs and benefits	104.0	95.7	91.3
Business transformation, non-recurring and other one-time costs	38.6	9.1	43.3
Office and facility costs	16.9	15.7	16.4
Professional services	10.4	11.6	9.6
Marketing	10.7	8.4	3.7
Travel	9.8	8.2	7.8
Other	7.6	15.6	23.7
Total	$ 314.5	$ 282.0	$ 376.9

```
 INTEREST EXPENSES, NET
```

Interest expense for the Company is as follows:

	For the years ended December 31,
	2025	2024	2023
Accretion and interest on debt	$ 240.6	$ 290.1	$ 273.2
Amortization of transaction costs and debt discount	13.8	18.0	18.6
Commitment fees	1.0	1.0	0.8
Bank fees and other charges, net	0.7	1.2	1.4
Total	$ 256.1	$ 310.3	$ 294.0

 COMMITMENTS, GUARANTEES, CONTINGENCIES AND INDEMNIFICATIONS

The Company’s commitments, guarantees, contingencies and indemnifications consist of the following:

Letters of credit and guarantees

The Company may request that its bank issue letters of credit or letters of guarantee in favor of suppliers, customers and/or tax authorities to payment of certain obligations. As at December 31, 2025 and 2024, the Company issued such letters totaling $29.4 million and $13.4 million, respectively. For the years ended December 31, 2025 and 2024, there were no material payments against such obligations.

The Company may, in certain cases, guarantee equipment performance benchmarks. Such guarantees may entail payment of a monetary penalty, or may commit the Company to repurchase the equipment, if the performance benchmarks are not met. For the years ended December 31, 2025, 2024 and 2023, the Company made no material payments to its customers related to equipment performance guarantees.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	59

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

In December 2025, the Company entered into an agreement with Microsoft, pursuant to which the Company is committed to spend a minimum of $7.0 million on cloud services. The committed spend period is from January 1, 2026, until December 12, 2028. As at December 31, 2025, the Company has $7.0 million remaining on this commitment.

Future capital expenditures

As at December 31, 2025, the Company had commitments to make future capital expenditures under non-cancellable contracts of $31.9 million due in 2026 and $4.6 million due in 2027 and thereafter.

Other contingencies

The Company has been named as defendant in certain legal actions and is subject to various risks and contingencies arising in the ordinary course of business. Management believes that adequate provisions have been recorded in the consolidated financial statements, as required. Although it is not possible to estimate the extent of potential costs of any known matters, if any, management believes that ultimate resolution of such contingencies would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Indemnifications

In the ordinary course of business, the Company has entered into agreements that include indemnifications in favor of third parties related mainly to lending agreements (for example, tax and environmental indemnifications). Such agreements do not specifically quantify the Company's liability and, therefore, it is not possible to estimate the potential liability under these indemnities. Historically, the Company has not made any significant payments under indemnifications provided in the ordinary course of business.

```
 LOSS PER SHARE
```

Basic loss per share is calculated by dividing the loss for the respective years by the weighted average number of common shares outstanding during the period. The Company uses the treasury stock method for calculating the dilutive effect of the outstanding stock options. Under the treasury stock method, the weighted average number of common shares outstanding used for the calculation of diluted earnings per share assumes that the proceeds to be received on the exercise of dilutive stock options are used to repurchase common shares at the average market price during the period. Since the Company was in a loss position in all years presented herein, the effect of all outstanding stock options and warrants is anti-dilutive, therefore diluted loss per share is equal to basic loss per share for all periods presented.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	60

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

The outstanding number and type of securities that could potentially dilute basic earnings per share in the future are as noted below:

	As at December 31,
	2025	2024	2023
Number of options outstanding – Stock-based compensation	68,781	67,744	61,827
	For the years ended December 31,
---	---	---	---
	2025	2024	2023
Net loss attributable to common equity holders	$ (77.7)	$ (278.7)	$ (140.9)
Weighted average number of common shares outstanding	935,522	935,581	935,914
Net loss per share attributable to common equity holders (basic and diluted)	$ (83.06)	$ (297.89)	$ (150.55)

```
 RELATED PARTY TRANSACTIONS
```

The following table summarizes related party transactions in the consolidated statements of operations.

	For the years ended December 31,
	2025	2024	2023
Fees for corporate and advisory services	$ 5.5	$ 5.7	$ 5.6
Interest income on promissory note	1.1	0.8	—
Total	$ 6.6	$ 6.5	$ 5.6

Under a corporate advisory services agreement with Platinum Equity Advisors, LLC (“Platinum Advisors”), an entity affiliated with Platinum, the Company pays an annual fee for certain corporate and advisory services provided by Platinum Advisors and reimburses Platinum Advisors for expenses incurred in the provision of such services. As at December 31, 2025 and 2024, the Company has accrued $2.5 million and $1.3 million, respectively, related to such fees and reimbursements. These amounts were included in accounts payable and accrued liabilities in the consolidated balance sheets. The interest income on promissory note is included in interest, net and all other related party transactions are included in selling, general and administrative expenses within the consolidated statements of operations.

On April 19, 2024, the Company entered into a promissory note receivable with an entity that has a majority ownership in the Company in the amount of $20.0 million, bearing interest at 6% and due on demand. The Company also had other receivables, due on demand, from its parent holding companies in relation to the general and administration fees paid by the Company on behalf of such parent holding companies.

On December 30, 2025, the Company settled a $20.0 million promissory note along with applicable interest and general and administration fees, included in receivable from related party in the consolidated balance sheets, by a return of capital to its shareholders. Please refer to Note 16 for further information on return of capital. These amounts were included in receivable from related party in the consolidated balance sheets.

The following table summarizes related party receivable in the consolidated balance sheets.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	61

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

	As at December 31,
	2025	2024
Promissory note receivable	$ —	$ 20.0
General and administration fees receivable	—	1.6
Interest receivable on promissory note	—	0.8
Total	$ —	$ 22.4

```
 SUBSEQUENT EVENTS
```

On January 2, 2026, the Company issued notices for the conditional redemption of its outstanding 9.0% Senior Secured Notes maturing on February 15, 2029. The redemption consists of a partial redemption of $300.0 million of the aggregate principal amount at a redemption price of 103.0%, and a full redemption of the remaining Notes at a redemption price of 104.5%. The actual redemption occurred on January 13, 2026. These redemptions were subject to certain conditions, which were satisfied prior to the redemption date. As these events occurred after December 31, 2025, the Company evaluated these transactions as non-recognized subsequent events. Accordingly, no liability or change in presentation for the Senior Secures Notes was reflected in the financial statements as of December 31, 2025.

On January 8, 2026, the Company completed a series of amalgamations with its affiliated Canadian corporations. Under Canadian income tax legislation, the amalgamation results in deemed year‑ends for the predecessor entities immediately prior to the transaction, and the related operating losses, capital losses, non-deductible interest and financing expenses, and investment tax credit carryforwards, among others, will transfer to the successor corporation.

On January 12, 2026, an acquisition of control of the successor corporation occurred for Canadian tax purposes. An acquisition of control may affect the future utilization of certain tax attributes, including restrictions on non‑capital loss carryforwards. The accompanying consolidated financial statements as of and for the year-ended December 31, 2025, do not reflect any adjustments to the measurement or aging of deferred tax assets, as well as the Company’s assessment of the valuation allowance. The Company will reassess the realizability of its deferred tax assets, related valuation allowance, and income tax effects of these transactions in the period in which they occur.

In January 2026, there were a series of reorganization steps. As a result, the legal entity Husky Technologies Limited ceases to exist and amalgamated to form Husky Injection Molding Systems Limited (Canada).

On January 12, 2026, the Company completed its previously announced business combination with CompoSecure, Inc. ("CompoSecure"), a publicly traded company (NYSE: CMPO). As a result of the transaction, Husky became a wholly owned subsidiary of and subsequently operates as a standalone business alongside CompoSecure. In conjunction with the closing of this business combination, the preferred shares and related embedded derivatives, as discussed in Note 14, vested and were fully redeemed in cash. The warrants attached to the issuance of the preferred shares expired unexercised. The Senior Secured Notes, Term Loan and Revolver, as discussed in Note 14, were fully repaid and closed on January 13, 2026, January 14, 2026 and January 14, 2026, respectively. Due to the business combination closing, all of the stock options, as noted in Note 17, accelerated its vesting and became fully vested immediately prior to the closing of the CompoSecure business combination. As a part of the purchase consideration, the option holders received either CompoSecure shares or cash equal to the difference in values between the market price and exercise price of the stock options on a net basis. In conjunction with the business combination, CompoSecure has also changed its name to GPGI, Inc. (“GPGI”), a publicly traded company (NYSE: GPGI), which was completed on January 22, 2026.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	62

Notes to the Consolidated Financial Statements

Years ended December 31, 2025, 2024 and 2023

In millions of U.S. dollars (except for share amounts)

There were no other subsequent events through March 9, 2026, the date the consolidated financial statements were available to be issued.

HUSKY TECHNOLOGIES LIMITED	Financial Statements	63

Document

GPGI HOLDINGS, L.L.C.

Table of Contents to the Consolidated Financial Statements

	Page
Report of IndependentCertified Public Accountants	2
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Comprehensive Income	6
Consolidated Statements of Members' Equity (Deficit)	7
Consolidated Statements of Cash Flows	8
Notes to Consolidated Financial Statements	8

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Member

GPGI Holdings, L.L.C.

Opinion

We have audited the consolidated financial statements of GPGI Holdings, L.L.C., formerly, CompoSecure Holdings, L.L.C., (a Delaware corporation) and subsidiaries(the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income, Members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for opinion

We conducted our audits of the consolidated financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our

audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and

maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ GRANT THORNTON LLP

New York, New York

March 12, 2026

GPGI HOLDINGS, L.L.C.
Consolidated Balance Sheets
($ in thousands)			December 31,
---	---	---	---	---
	2025		2024
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	156,959	$	71,589
Short-term investments	41,076		—
Accounts receivable, net	44,220		47,449
Inventories, net	44,214		44,833
Prepaid expenses and other current assets	3,125		2,696
Total current assets	289,594		166,567
Property and equipment, net	21,803		23,448
Right of use asset, net	8,898		5,404
Derivative asset- interest rate swap	—		2,749
Deposits and other assets	4,004		3,600
Total assets	$	324,299	$	201,768
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	11,814		5,691
Accrued expenses	46,873		30,954
Current portion of long-term debt	15,000		11,250
Current portion of lease liabilities - operating leases	2,160		2,113
Total current liabilities	75,847		50,008
Long-term debt, net of deferred financing costs	169,791		184,389
Lease liabilities, operating leases	7,352		3,888
Total liabilities	252,990		238,285
Commitments and contingencies (Note 13)
MEMBERS' EQUITY (DEFICIT)
Members' capital	134,799		162,355
Accumulated other comprehensive income	—		2,749
Accumulated deficit	(63,490)		(201,621)
Total members' equity (deficit)	71,309		(36,517)
TOTAL LIABILITIES AND MEMBERS' EQUITY (DEFICIT)	$	324,299	$	201,768

The accompanying notes are an integral part of these financial statements.

GPGI HOLDINGS, L.L.C
Consolidated Statements of Operations
($ in thousands)			Years Ended December 31,
---	---	---	---	---
	2025		2024
Net sales	$	462,055	$	420,571
Cost of sales	201,843		201,344
Gross profit	260,212		219,227
Operating expenses:
Selling, general and administrative expenses	101,196		92,545
Resolute Holdings management fees	12,278		—
Income from operations	146,738		126,682
Other expense:
Change in fair value of derivative liability - convertible notes redemption make-whole provision	—		425
Interest income	5,210		4,579
Interest expense	(13,188)		(20,176)
Loss on extinguishment of debt	—		(148)
Amortization of deferred financing costs	(629)		(1,104)
Total other expense, net	(8,607)		(16,424)
Net income	$	138,131	$	110,258

The accompanying notes are an integral part of these financial statements.

GPGI HOLDINGS, L.L.C
Consolidated Statements of Comprehensive Income
($ in thousands)			Years Ended December 31,
---	---	---	---	---
	2025		2024
Net income	$	138,131	$	110,258
Other comprehensive loss, net:
Unrealized loss on derivative - interest rate swap	(2,749)		(2,509)
Total other comprehensive loss, net	(2,749)		(2,509)
Comprehensive income	$	135,382	$	107,749

The accompanying notes are an integral part of these financial statements.

GPGI HOLDINGS, L.L.C.
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY (DEFICIT)
($ in thousands)
	Members'		Accumulated Other		Accumulated		Total Members'
---	---	---	---	---	---	---	---	---
	Capital		Comprehensive Income		Deficit		Equity (deficit)
Balance as of December 31, 2023	$	42,382	$	5,258	$	(246,224)	$	(198,584)
Tax distributions	—		—		(50,082)		(50,082)
Special distribution	—		—		(15,573)		(15,573)
Stock-based compensation	19,894		—		—		19,894
Distribution to Parent	(19,241)		—		—		(19,241)
Net income	—		—		110,258		110,258
Fair value of shares issued upon the exchange of convertible debt	128,264		—		—		128,264
GPGI Class A common stock withheld related to net share settlement of equity awards	(8,944)		—		—		(8,944)
Unrealized loss on derivative - interest rate swap	—		(2,509)		—		(2,509)
Balance as of December 31, 2024	162,355		2,749		(201,621)		(36,517)
Stock-based compensation	22,052		—		—		22,052
Net income	—		—		138,131		138,131
Contribution to Resolute Holdings	(10,039)		—		—		(10,039)
Distribution to Parent	(21,659)						(21,659)
GPGI Class A common stock withheld related to net share settlement of equity awards	(17,910)		—		—		(17,910)
Unrealized loss on derivative - interest rate swap	—		(2,749)		—		(2,749)
Balance as of December 31, 2025	$	134,799	$	—	$	(63,490)	$	71,309

The accompanying notes are an integral part of these financial statements.

GPGI HOLDINGS, L.L.C.
Consolidated Statements of Cash Flows
($ in thousands)
	Years Ended December 31,
---	---	---	---	---
	2025		2024
Cash flows from operating activities
Net income	$	138,131	$	110,258
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation and amortization	9,377		9,174
Stock-based compensation expense	22,052		19,894
Inventory reserves	2,026		(294)
Loss on extinguishment of debt	—		148
Amortization of deferred finance costs	630		1,155
Non-cash interest income	(1,076)		—
Non-cash operating lease expense	2,505		2,336
Change in fair value of derivative liability - convertible notes redemption make-whole provision	—		(425)
Changes in assets and liabilities
Accounts receivable	3,229		(6,961)
Inventories	(1,407)		8,001
Prepaid expenses and other assets	(429)		2,345
Accounts payable	6,123		521
Accrued expenses	15,919		8,398
Lease liabilities	(2,488)		(2,450)
Net cash provided by operating activities	194,592		152,100
Cash flows from investing activities
Purchases of fixed assets	(6,857)		(7,410)
Purchase of Treasury Bills	(40,000)		—
Investment in SAFE	—		(1,500)
Capitalized software expenditures	(1,507)		(1,035)
Net cash used in investing activities	(48,364)		(9,945)
Cash flows from financing activities
Tax distributions	—		(50,082)
Special distribution	—		(15,573)
Deferred finance costs related to debt modification	—		(2,104)
Payments for taxes related to net settlement of equity awards	(17,910)		(8,944)
Payment of term loan	(11,250)		(12,813)
Contribution to Resolute Holdings	(10,039)		—
Distribution to Parent	(21,659)		(19,241)
Net cash used in financing activities	(60,858)		(108,757)
Net increase in cash and cash equivalents	85,370		33,398
Cash and cash equivalents, beginning of period	71,589		38,191
Cash and cash equivalents, end of period	$	156,959	$	71,589
Supplementary disclosure of cash flow information:
Cash paid for interest expense	$	12,758	$	20,608
Supplemental disclosure of non-cash financing activities:
Derivative asset - interest rate swap	$	(2,749)	$	(2,509)
Operating lease ROU assets exchanged for lease liabilities	5,489		—

The accompanying notes are an integral part of these financial statements.

GPGI HOLDINGS, L.L.C.
Notes to Consolidated Financial Statements
(amounts in thousands - except unit data)

1.DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

GPGI Holdings, L.L.C (formerly CompoSecure Holdings, L.L.C.) (together with its subsidiaries as the context requires “Holdings” or the “Company”), as a wholly owned subsidiary of GPGI, Inc. (“GPGI” or the "Parent") (formerly CompoSecure, Inc.), is part of a permanent capital platform designed to acquire, own, and scale high-quality businesses that hold “great positions in good industries.” Holdings operates through its subsidiaries, CompoSecure, L.L.C. (“CompoSecure”) and on and after January 12, 2026, Husky Holdings LLC (“Husky Holdings” or “Husky”), and is managed by Resolute Holdings Management, Inc. (“Resolute Holdings”).

CompoSecure, founded in 2000, and headquartered in Somerset, New Jersey, is the global leader in the design and manufacturing of premium metal payment cards and secure authentication solutions. The company pioneered the use of metal in payment cards dating back to 2003 and combines industry-leading innovation, advanced materials science, and proprietary manufacturing processes to deliver highly differentiated products to its customers. CompoSecure’s metal payment cards integrate a metal core with EMV® (acronym representing Europay, Mastercard, and Visa) chips, magnetic stripes, and contactless payment technology, while meeting stringent certification requirements from global payment networks. CompoSecure’s metal cards deliver a distinctive weight, a premium aesthetic, and enhanced durability for consumers, while its issuer customers benefit from the ability to attract higher-value consumers, reduce cardholder churn, and unlock higher customer spend relative to traditional plastic cards.

Husky, founded in 1953, and headquartered in Bolton, Ontario, is the leading global manufacturer of highly engineered injection molding equipment and aftermarket tooling and services. Husky has focused on developing highly technical precision technologies instrumental in the delivery of food, beverages, medical devices, and other applications including general packaging and closures, thinwall packaging, and consumer products. Husky delivers its integrated capabilities through a combination of systems, tooling, and aftermarket parts and services to create value for customers throughout the entire lifecycle of its solutions.

The evolution of Holdings from a single operating business began on August 7, 2024, when affiliates of Resolute Compo Holdings, LLC, including Tungsten 2024 LLC (collectively, "Tungsten"), and all of the Class B stockholders of GPGI, entered into stock purchase agreements pursuant to which the selling Class B stockholders exchanged their 51,908,422 Class B units in Holdings and corresponding shares of GPGI’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) for shares of GPGI’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), (collectively, the "Tungsten Transactions"). The Tungsten Transactions closed on September 17, 2024 and as a result, Tungsten became the majority owner of GPGI by acquiring 49,290,409 shares of GPGI Class A Common Stock for an aggregate purchase price of approximately $372 million, or $7.55 per share, representing an approximately 60% voting interest in GPGI at the time of the Tungsten Transactions. As a result of the Tungsten Transactions, GPGI became the sole member of Holdings.

On September 27, 2024, Resolute Holdings was created as a wholly owned subsidiary of Holdings. On February 28, 2025, GPGI distributed all shares of common stock of Resolute Holdings (“Resolute Holdings Common Stock”) on a pro rata basis to the holders of GPGI’s Class A Common Stock as of the February 20, 2025 record date (the “Spin-Off”). Each stockholder of record who held shares of GPGI’s Class A Common Stock on February 20, 2025, received one share of Resolute Holdings Common Stock for every twelve shares of GPGI’s Class A Common Stock then held.

GPGI HOLDINGS, L.L.C.
Notes to Consolidated Financial Statements
(amounts in thousands - except unit data)

administrative expenses, adjusted for the same items above (“Parent Allocated Expense”, as defined in the CompoSecure Management Agreement). Management Agreement Adjusted EBITDA for Holdings is calculated without duplication of Husky Holdings’ Adjusted EBITDA and its share of Parent Allocated Expense. Holdings is also required to reimburse Resolute Holdings and its affiliates for Resolute Holdings’ documented costs and expenses incurred on behalf of Holdings other than those expenses related to Resolute Holdings’ or its affiliates’ personnel who provide services to Holdings under the CompoSecure Management Agreement. Resolute Holdings will determine, in its sole and absolute discretion, whether a cost or expense will be borne by Resolute Holdings or by Holdings.

On November 2, 2025, GPGI entered into a Share Purchase Agreement with entities affiliated with Platinum Equity, LLC (“Platinum Equity”) pursuant to which GPGI would combine with Husky Technologies Limited for aggregate consideration of approximately $4.976 billion, comprised of cash and shares of GPGI’s Class A Common Stock (“Husky Transaction”). The Husky Transaction was completed on January 12, 2026, whereby Husky Holdings became a wholly owned subsidiary of Holdings. Since the Husky Transaction closed after December 31, 2025, the consolidated financial statements as of and for the year ended December 31, 2025 reflect only those of the CompoSecure business. See Note 15, Subsequent Events.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with generally accepted accounting principles in the United States (" U.S. GAAP') . Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. All dollar amounts are in thousands, unless otherwise noted.

Use of Estimates

The preparation of the consolidated financial statements requires management to make a number of estimates and

assumptions relating to the reported amount of assets and liabilities at the date of the consolidated financial statements and

the reported amounts of revenues and expenses during the period. The Company bases its estimates on historical experience,

current business factors and various other assumptions believed to be reasonable under the circumstances, all of which are

necessary in order to form a basis for determining the carrying values of assets and liabilities. Actual results may differ from

those estimates and assumptions. The Company evaluates the adequacy of its reserves and the estimates used in calculations

on an on-going basis. Significant areas requiring management to make estimates include the valuation of equity instruments and estimates of derivative liability associated with the Exchangeable Notes (as defined below), which were marked to market each quarter based on a Lattice model approach, derivative asset for the interest rate swap, reserve for excess and obsolete inventory, estimated useful lives and impairment of property and equipment, and lease term, discount rates and other inputs used to measure right of use assets and lease liabilities.

GPGI HOLDINGS, L.L.C.
Notes to Consolidated Financial Statements
(amounts in thousands - except unit data)

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation. These

reclassifications had no effect on the reported results of operations. An immaterial adjustment has been made to the

consolidated statement of cash flows for the year ended December 31, 2024 and 2023 to reclassify within cash flows

from operating activities the change in other liabilities to non-cash operating lease expense and lease liabilities.

Foreign Currency Translation and Transactions

The functional currency of each of the Company’s foreign subsidiaries is the currency of the primary economic environment in which the subsidiary operates. Assets and liabilities of foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using exchange rates in effect at the balance sheet date, while income and expenses are translated using average exchange rates for the period. Resulting translation adjustments are recorded in Accumulated Other Comprehensive Income (Loss) within members’ equity. Foreign currency transaction gains and losses arising from transactions denominated in currencies other than the functional currency are recognized in other (income) expense, net in the consolidated statements of operations. Foreign currency translation adjustments and transaction gains and losses were immaterial for the year ended December 31, 2025 and December 31, 2024.

Cash and Cash Equivalents

Accounts Receivable

Accounts receivable are recognized net of allowances for credit losses. Allowance for credit losses are established based on an evaluation of accounts receivable aging, and, where applicable, specific reserves on a customer-by-customer basis, creditworthiness of the Company’s customers and prior collection experience to estimate the ultimate collectability of these receivables. At the time the Company determines that a receivable balance, or any portion thereof, is deemed to be permanently uncollectible, the balance is then written off. Given the absence of credit exposure and historically timely collections, the Company did not recognized any allowance for credit losses during each of the years ended and as of December 31, 2025 and December 31, 2024. The accounts receivable balance was $40,488 and $47,449 as of December 31, 2023 and December 31, 2024, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value, a basis that approximates the first-in, first out method. Inventories consist of raw material, work in process and finished goods. The Company establishes reserves as necessary for obsolescence and excess inventory. The Company records a reserve for excess and obsolete inventory based upon a calculation using the historical experience, expected future sales volumes, the projected expiration of inventory and specifically identified obsolete inventory.

Property and Equipment

GPGI HOLDINGS, L.L.C.
Notes to Consolidated Financial Statements
(amounts in thousands - except unit data)

Investments

The Company holds U.S. Treasury bills with original maturities of less than twelve months classified as short-term investments on the consolidated balance sheets. The Company's short-term investments were presented at amortized cost of $41,076 and $0 as of December 31, 2025 and December 31, 2024, respectively.

Revenue Recognition

Significant Judgments in Application of the Guidance

Practical Expedients and Exemptions

Shipping and Handling Costs

Shipping and handling costs are recognized in cost of sales in the consolidated statements of operations. Total shipping and handling costs were approximately $5,106 and $2,451 for the years ended December 31, 2025 and December 31, 2024, respectively.

Research and Development Costs

Research and development costs are recognized in selling, general and administrative expenses in the consolidated statements of operations and are expensed as incurred and were $6,565 and $7,441 for the years ended December 31, 2025 and December 31, 2024, respectively.

GPGI HOLDINGS, L.L.C.
Notes to Consolidated Financial Statements
(amounts in thousands - except unit data)

Advertising

The Company expenses the cost of advertising as incurred. Advertising expense of approximately $5,187 and $4,782 for the years ended December 31, 2025 and December 31, 2024, respectively, is included in selling, general and administrative expenses in the consolidated statements of operations.

Income Taxes

Prior to the Tungsten Transactions, Holdings was a partnership for tax purposes. Pursuant to Holdings’ limited liability company agreement, during a portion of fiscal 2024 (and prior years), Holdings made pro rata tax distributions to its members. These distributions were based on the Company’s estimate of taxable income for each year, updated throughout the year. Tax distributions from Holdings were intended to provide each member of Holdings sufficient funds to meet tax obligations with respect to the taxable income of Holdings allocated to each member. The Holdings limited liability company agreement required distributions to be calculated based on a tax rate equal to the highest combined marginal federal and applicable state or local statutory income tax rate applicable to an individual resident in New York City, New York, including the Medicare contribution tax on unearned income, taking into account all jurisdictions in which the Company is required to file income tax returns together with the relevant apportionment information subject to various adjustments. As a result of the Tungsten Transactions, GPGI became the sole member of Holdings, eliminating the requirement for further tax distributions during the year ended December 31, 2025.

Stock-Based Compensation

GPGI has stock-based compensation plans which are described in more detail in Note 9. Compensation cost relating to stock-based awards as provided by the arrangements are recognized in the consolidated statements of operations over the requisite service period based on the grant date fair value of such awards. The Company determines the fair value of each award on the date of grant using the methodology commonly accepted for the respective award. See Note 9 for a discussion of the valuation of stock-based compensation.

For each year presented, GPGI estimated the grant‑date fair value of share‑based compensation awards using valuation methodologies appropriate to the terms of the awards. The fair value of stock options was estimated using the Black‑Scholes option‑pricing model, which requires assumptions for expected volatility, expected term, expected dividend yield, and the risk‑free interest rate. The risk‑free interest rate was based on the U.S. Treasury yield curve in effect on the respective grant dates, with maturities corresponding to the expected terms of the awards. For periods in which multiple option grants were issued, risk‑free interest rates varied by grant date; however, GPGI discloses weighted‑average valuation assumptions for each year, and therefore a specific range of risk‑free interest rates is not separately disclosed.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses primarily include expenses related to salaries and commissions, transaction costs, and professional fees. Included in SG&A during the years ended December 31, 2025 and December 31, 2024 were salaries and commissions of $31,079 and $31,478, respectively, and professional fees of $10,990 and $9,890, respectively.

Market and Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of investments in cash, cash equivalents, short-term investments and accounts receivable. The Company’s primary exposure is credit risk on receivables as the Company does not require any collateral for its accounts receivable. Credit risk is the loss that may result from a trade customer’s or counterparty’s nonperformance. The Company uses credit policies to control credit risk, including utilizing an established credit approval process, monitoring customer and counterparty limits, monitoring changes in a customer’s credit rating, employing credit mitigation measures such as analyzing customers’ financial statements, and

GPGI HOLDINGS, L.L.C.
Notes to Consolidated Financial Statements
(amounts in thousands - except unit data)

accepting personal guarantees and various forms of collateral. The Company believes that its customers and counterparties will be able to satisfy their obligations under their contracts.